As filed with the Securities and Exchange Commission on March 1, 1999
Registration No. 33-41245
811-6337
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES /X/
ACT OF 1933
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 14 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 /X/
Amendment No. 19 /X/
(Check appropriate box or boxes)
-------------------------------
ACCESSOR FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
1420 Fifth Avenue
Suite 3130
Seattle, Washington 98101
(206) 224-7420
(Address, including zip code, and telephone number, including area code,
of Principal Executive Offices)
-------------------------------
J. ANTHONY WHATLEY III
1420 Fifth Avenue
Suite 3130
Seattle, Washington 98101
(Name and Address of Agent for Service)
-------------------------------
Copies of all communications, including all communications sent to the
agent for service, should be sent to:
PHILIP J. FINA, ESQ.
Kirkpatrick & Lockhart
One International Place
13th Floor
Boston, MA 02110
-------------------------------
Approximate date of proposed public offering: As soon as practicable after the
effective date of the registration statement. It is proposed that this filing
will become effective (check appropriate box):
/ / immediately upon filing pursuant to paragraph (b)
/ / on May 1, 1999 pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/__/ 75 days after filing pursuant to paragraph (a)(2)
/__/ on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
/__/ this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
Registrant has elected, pursuant to Rule 24f-2 under the Investment Company Act
of 1940, to register an indefinite number of shares by this Registration
Statement. Registrant filed the Rule 24f-2 notice for its fiscal year ended
December 31, 1998 on March __, 1999.
<PAGE>
[FRONT COVER]
ACCESSOR(R) FUNDS, INC.
[LOGO]
Equity Portfolios
Advisor Class Shares
Growth Portfolio
Value and Income Portfolio
Small to Mid Cap Portfolio
International Equity Portfolio
Prospectus May 1, 1999
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this Prospectus. Any representation to
the contrary is a criminal offense.
<PAGE>
These Portfolios are:
----------------------------------------
[bullet]series of Accessor Funds, Inc. Diversification is the spreading of risk
(the "Fund") and part of the among a group of investment assets.
Accessor family of mutual Within a portfolio of bonds, it means
funds, currently eight reducing the risk of any individual bond
portfolios, each with two by holding bonds from a variety of
classes of shares, that offer companies. In a broader context,
investors a variety of diversification means investing among a
fixed-income and equity mutual variety of securities to reduce the
funds. importance of any one type or class of
security.
[bullet]intended to work together to
help investors realize the Asset allocation is a logical extension
benefits of asset allocation of the principle of diversification. It
and diversification. is a method of mixing uncorrelated asset
classes in precise combinations to
[bullet]managed and administered by optimize returns and reduce risks.
Accessor Capital Management
L.P. ("Accessor Capital"). Diversification and asset allocation do
not, however, guarantee investment
[bullet]sub-advised by Money Managers results.
("Money Managers") who are ----------------------------------------
selected and supervised by
Accessor Capital (other than
the U.S. Government Money
Portfolio which is advised
directly by Accessor Capital).
<PAGE>
TABLE OF CONTENTS
SUMMARY.......................................................................4
PERFORMANCE...................................................................8
EXPENSES.....................................................................10
PORTFOLIO OBJECTIVES AND STRATEGIES..........................................12
PRINCIPAL RISKS..............................................................14
MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE OF THE PORTFOLIOS.............17
SHAREHOLDER INFORMATION......................................................22
FINANCIAL HIGHLIGHTS.........................................................28
APPENDIX A...................................................................29
<PAGE>
SUMMARY
Investment The Growth Portfolio seeks The Value and Income Portfolio
Objective capital growth through investing seeks generation of current
and Principle primarily in equity securities income and capital growth by
Strategies with greater than average growth investing primarily in income
characteristics selected from producing equity securities
the Standard & Poor's 500 selected from the S&P 500.
Composite Stock Price Index
("S&P 500). The Portfolio
invests primarily in stocks of The Portfolio's Money Manager,
companies chosen from the S&P Martingale Asset Management
500 that Geewax, Terker & ("Martingale"), analyses
Company ("Geewax Terker"), the fundamental information about
Portfolio's Money Manager, companies such as their assets,
believes will experience higher earnings and growth to identify
than average growth of earnings undervalued stocks. The Money
or stock price. The Money Manger attempts to equal or
Manager attempts to equal or exceed the total return
exceed the performance of the performance of the S&P 500/BARRA
S&P 500/BARRA Growth Index over Value Index over a cycle of five
a cycle of five years. years.
Geewax Terker uses a disciplined Martingale focuses primarily on
investment approach and stocks issued by:
quantitative analytical
techniques designed to first [bullet] companies with low
select growth stocks with the price to earnings and/or price
largest market capitalization's to book ratios
and well-established records of
growth in profits and earnings [bullet] companies with
and then eliminate those stocks improving growth of earnings
with the greatest risk. and/or growth of dividends
[bullet] companies with higher
than average dividend yield
Principal The principal risks of investing The principal risks of investing
Investment in the Portfolio include: in the Portfolio include:
Risks
Stock Market Volatility. Stock Stock Market Volatility. Stock
markets are volatile and can markets are volatile and can
decline significantly in decline significantly in
response to adverse issuer, response to adverse issuer,
political, regulatory, market or political, regulatory, market or
economic developments. economic developments.
Company Risk. The value of an Company Risk. The value of an
individual security or individual security or
particular type of security can particular type of security can
be more volatile than the market be more volatile than the market
as a whole and can perform as a whole and can perform
differently than the market as a differently than the market as a
whole. Growth stocks are often whole. Value stocks tend to be
more sensitive to economic and issued by larger, more
market swings than other types established companies, and may
of stocks because market prices underperform in periods of
tend to reflect future general market strength.
expectations.
Value stocks contained in the
S&P 500 have generated less
current income in recent years
than they have in earlier
periods.
- --------------------------------------------------------------------------------
An investment in the Portfolios is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
- --------------------------------------------------------------------------------
<PAGE>
Investment The Small to Mid Cap Portfolio The International Equity
Objective Portfolio
and
Principal The Small to Mid Cap Portfolio The International Equity
Strategies seeks capital growth through Portfolio seeks capital growth
investing primarily in equity by investing primarily in equity
securities of small to medium securities of companies
capitalization issuers. domiciled in countries other
than the United States and
The Portfolio invests at least traded on foreign stock
65% of its total assets in the exchanges.
stocks of small and medium
capitalization companies that The International Equity
are expected to experience Portfolio normally intends to
higher than average growth of maintain investments in at least
earnings or stock price. three different countries
Symphony Asset Management outside the United States.
("Symphony"), the Portfolio's Nicholas-Applegate Capital
Money Manager, uses a Management ("Nicholas-
quantitative approach to analyze Applegate") uses quantitative
earnings forecasts, price and fundamental analysis to
movements and other factors to construct a portfolio that
identify growth stocks with generally parallels the
attractive fundamentals relative countries comprising Morgan
to price. The Money Manager Stanley Capital International
attempts to equal or exceed the (MSCI) EAFE + EMF Index. The
performance of the Wilshire 4500 Portfolio will invest 65 % of
Index over a cycle of five its total assets in the stocks
years. of companies domiciled in Europe
and the Pacific Rim. The Money
Manager will attempt to equal or
exceed the total return of the
MSCI EAFE + EMF Index.
Principal The principal risks of investing The principal risks of investing
Investment in the Portfolio include: in the Portfolio include:
Risks
Stock Market Volatility. Stock Stock Market Volatility. Stock
markets are volatile and can markets are volatile and can
decline significantly in decline significantly in
response to adverse issuer, response to adverse issuer,
political, regulatory, market or political, regulatory, market or
economic developments. economic developments.
Company Risk. The value of an Company Risk. The value of an
individual security or individual security or
particular type of security can particular type of security can
be more volatile than the market be more volatile than the market
as a whole and can perform as a whole and can perform
differently than the value of differently than the value of
the market as a whole. Small and the market as a whole.
medium capitalization companies
often have greater volatility, Foreign Exposure. Foreign
lower trading volume and less markets, particularly emerging
liquidity than larger markets, can be more volatile
capitalization companies. than the U.S. market due to
increased risks of adverse
issuer, political, regulatory,
market or economic developments
and can perform differently than
the U.S. market.
- --------------------------------------------------------------------------------
An investment in the Portfolios is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
- --------------------------------------------------------------------------------
PERFORMANCE
The following tables illustrate changes in the performance of Advisor Class
Shares of the Portfolios from year to year and compare the performance of
Advisor Class Shares to the performance of a market index over time. As with all
mutual funds, how the Portfolios have performed in the past is not an indication
of how they will perform in the future.
Growth Portfolio
- ----------------
Year by Year Total Returns
Calendar
Year 1992 1993 1994 1995 1996 1997 1998
- ---- ---- ---- ---- ---- ---- ---- ----
10.01 14.21 3.99 34.32 19.83 33.24 46.65
[Bar
Chart]
Best Quarter: 4th Q 1998 -- 27.65%
Worst Quarter: 3rd Q 1998-- -7.07%
Average Annual Total Returns
As of 12/31/98
1 Year 5 Years Life of Fund*
------ ------- ------------
Growth
Portfolio 46.65% 26.74% 24.90%
S&P 500/ BARRA
Growth Index 42.16% 27.94% 23.19%(1)
- ----------
* From 8/24/92
(1) Index measured from September 1, 1992.
Value and Income Portfolio
- --------------------------
Year by Year Total Returns
Calendar
Year 1992 1993 1994 1995 1996 1997 1998
- ---- ---- ---- ---- ---- ---- ---- ----
5.92 14.69 -1.93 33.25 23.94 32.94 12.89
[Bar
Chart]
Best Quarter: 4th Q 1998 -- 18.96%
Worst Quarter: 3rd Q 1998-- 15.24%
Average Annual Total Returns
As of 12/31/98
1 Year 5 Years Life of Fund*
------ ------- ------------
Value and Income
Portfolio 12.89% 19.87% 18.57%
S&P 500/ BARRA
Value Index 14.67% 19.87% 19.42%(1)
- ----------
* From 8/24/92
(1) Index measured from September 1, 1992.
<PAGE>
Small to Mid Cap Portfolio
- --------------------------
Year by Year Total Returns
Calendar
Year 1992 1993 1994 1995 1996 1997 1998
- ---- ---- ---- ---- ---- ---- ---- ----
13.28 14.39 -4.07 31.98 24.85 36.14 15.98
[Bar
Chart]
Best Quarter: 4th Q 1998 -- 24.23%
Worst Quarter: 3rd Q 1998-- -18.56%
Average Annual Total Returns
As of 12/31/98
1 Year 5 Years Life of Fund*
------ ------- ------------
Small to Mid
Cap Portfolio 15.98% 20.07% 20.28%
Wilshire 4500
Index 8.63% 15.76% 17.01%(1)
Small to Mid 8.63% 15.61% 17.87%(1)
Cap Composite(2)
- ----------
* From 8/24/92
(1) Index measured from September 1, 1992.
(2) The Small to Mid Cap Composite is a hypothetical index constructed by
Accessor Capital Management, which links the BARRA Institutional Small
Index and the Wilshire 4500 Index. Prior to October 1995, the BARRA Index
is used. Starting in October 1995, the Wilshire Index is used. The
performance for periods starting prior to October 1995 and running past
September 1995 links returns for each index for the periods referenced in
the previous sentences.
International Equity Portfolio
- ------------------------------
Year by Year Total Returns
Calendar
Year 1994 1995 1996 1997 1998
- ---- ---- ---- ---- ---- ----
-2.75 7.63 13.78 10.96 16.07
[Bar
Chart]
Best Quarter: 4th Q 1998 -- 14.45%
Worst Quarter: 3rd Q 1998-- -13.36%
Average Annual Total Returns
As of 12/31/98
1 Year Life of Fund*
------ ------------
International Equity Portfolio 16.07% 10.60%
MSCI EAFE + EMF Index 15.23% 5.95%(3)
International Composite(4) 15.23% 6.94%(3)
- ----------
* From 10/3/94
(3) Index measured from November 1, 1994.
(4) The International Composite is a hypothetical index constructed by Accessor
Capital Management, which links the MSCI EAFE Index and the MSCI EAFE+EMF
Index. Prior to May 1996, the MSCI EAFE Index is used. Starting in May
1996, the MSCI EAFE+EMF Index is used. The performance for periods starting
prior to May 1996 and running past April 1996 links returns for each index
for the periods referenced in the previous sentence.
<PAGE>
EXPENSES
The following tables describe the fees and expenses that you may pay if you
buy and hold Advisor Class Shares of the Portfolios.
Shareholder Fees (a)
<TABLE>
<CAPTION>
Portfolios(b)
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
Value Small to International
Growth and Income Mid Cap Equity
Maximum Sales Charge imposed on Purchases (as a None None None None
% of offering price)
Maximum Sales Charge imposed on Reinvested None None None None
Dividends
Maximum Deferred Sales Charge None None None None
Check Redemption Fee (c) None None None None
Exchange Fee None None None None
- -------------------------------------------------
</TABLE>
(a) Shares of the Portfolios are expected to be sold primarily through
financial intermediaries, that may charge shareholders a fee. Such fees are
not included in the tables.
(b) An annual maintenance fee of $25.00 may be charged by the Transfer Agent to
each IRA Account with an aggregate balance of less than $10,000 on December
31 of each year.
(c) The Transfer Agent may charge a processing fee of $10.00 for each
redemption check requested by a shareholder.
<TABLE>
<CAPTION>
Fee Table Portfolios
------------------------------------------------------
<S> <C> <C> <C> <C>
Annual Fund Operating Expenses
(expenses deducted from a Portfolio's assets Value Small to International
as a percentage of average daily net assets) Growth and Income Mid Cap Equity
Management Fees 0.77% 0.77% 1.02% 1.15%
Distribution (12b-1) Fees None None None None
Other Expenses 0.27% 0.29% 0.25% 0.44%
Total Annual Portfolio Operating Expenses 1.04% 1.06% 1.27% 1.59%
</TABLE>
<PAGE>
Expense Example: This example shows what an investor in Advisor Class Shares of
a Portfolio could pay over time. This example is intended to help you compare
the cost of investing in the Portfolios with the cost of investing in other
mutual funds.
The Example assumes that you invest $10,000 in Advisor Class Shares of a
Portfolio for the time periods indicated and then redeem all of your shares
by wire at the end of those periods. The Example does not include the
effect of the $10 fee for check redemption requests. The Example also
assumes that your investment has a 5% rate of return each year and that the
Portfolio's operating expenses remain the same. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:
Portfolios
----------------------------------------------------------
Value Small to Mid International
Growth and Income Cap Equity
1 Year $11 $11 $13 $16
3 Years $33 $34 $40 $50
5 Years $57 $58 $70 $87
10 Years $127 $129 $153 $189
<PAGE>
PORTFOLIO OBJECTIVES AND STRATEGIES
Growth Portfolio
Investment Objective: The Growth Portfolio seeks capital growth through
investing primarily in equity securities with greater than average growth
characteristics selected from the S&P 500.
Investment Strategies:
The Portfolio seeks to achieve its objective by investing principally in
common and preferred stocks, securities convertible into common stocks, and
rights and warrants of such issuers. The Money Manager will attempt to equal or
exceed the total return performance of the S&P 500/BARRA Growth Index over a
market cycle of five years by investing primarily in stocks of companies that
are expected to experience higher than average growth of earnings or growth of
stock price. The Portfolio may engage in various portfolio strategies to reduce
certain risks of its investments and may thereby enhance income, but not for
speculation.
================================================================================
Help Box: The S&P 500/BARRA Growth Index is an unmanaged index of growth stocks
in the S&P 500. The S&P 500 is an unmanaged index of 500 common stocks chosen to
reflect the industries in the U.S. economy. Large capitalization growth stocks
are the stocks within the S&P 500 that generally have high expected earnings
growth and higher than average price-to-book ratios.
================================================================================
Value and Income Portfolio
Investment Objective: The Value and Income Portfolio seeks generation of
current income and capital growth by investing primarily in income-producing
equity securities selected from the S&P 500.
Investment Strategies:
The Portfolio seeks to achieve its objective by investing principally in
common and preferred stocks, convertible securities, and rights and warranties
of companies whose stocks have higher than average dividend yield relative to
other stocks of issuers in the same industry, or whose stocks have lower price
multiples (either price/earnings or price/book value) than others in their
industries, or which, in the opinion of the Money Manager, have improving
fundamentals (such as growth of earnings and dividends). The Money Manager will
attempt to equal or exceed the total return performance of the S&P 500/BARRA
Value Index over a market cycle of five years. The Portfolio may engage in
various portfolio strategies to reduce certain risks of its investments and to
enhance income, but not for speculation.
================================================================================
Help Box: The S&P 500/BARRA Value Index is an unmanaged index of value stocks in
the S&P 500. Large capitalization value stocks are the stocks within the 500
that generally are priced below the market average based on earnings and lower
than average price-to-book ratios.
================================================================================
Small to Mid Cap Portfolio
Investment Objective: The Small to Mid Cap Portfolio seeks capital growth
through investing primarily in equity securities of small to medium
capitalization issuers.
Investment Strategies:
The Portfolio seeks to achieve its objective by investing at least 65% of
the value of its total assets in stocks of small and medium capitalization
issuers. Small capitalization issuers are issuers which have a capitalization of
$1 billion or less at the time of investment whereas medium capitalization
issuers have a capitalization ranging from $1 billion to $5 billion at the time
of investment. The Portfolio invests principally in common and preferred stocks,
securities convertible into common stocks, and rights and warrants of such
issuers. The Money Manager will attempt to equal or exceed the total return
performance of the Wilshire 4500 Index over a market cycle of five years by
investing primarily in stocks of companies that are expected to experience
higher than average growth of earnings or growth of stock price. Under normal
circumstances, up to 20% of the Portfolio's net assets may be invested in common
stocks of foreign issuers with small [to medium?] market capitalizations. The
Portfolio may engage in various portfolio strategies to reduce certain risks of
its investments and may thereby enhance income, but not for speculation.
================================================================================
Help Box: The Wilshire 4500 Index is an unmanaged index of stocks of medium and
small capitalization companies not in the S&P 500.
================================================================================
International Equity Portfolio
Investment Objective: The International Equity Portfolio seeks capital
growth by investing primarily in equity securities of companies domiciled in
countries other than the United States and traded on foreign stock exchanges.
Investment Strategies:
The Portfolio seeks to achieve its objective by investing at least 65% of
its total assets principally in stocks issued by companies domiciled in Europe
(including Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy,
Luxembourg, the Netherlands, Norway, Spain, Sweden, Switzerland and the United
Kingdom) and the Pacific Rim (including Australia, Hong Kong, Japan, Malaysia,
New Zealand and Singapore). The Portfolio may also invest in securities of
countries generally considered to be emerging or developing countries by the
World Bank, the International Finance Corporation, the United Nations or its
authorities ("Emerging Countries"). The Portfolio intends to maintain
investments in at least three different countries outside the United States. The
Portfolio may invest up to 20% of its net assets in fixed-income securities,
including instruments issued by foreign governments and their agencies, and in
securities of U.S. companies which derive, or are expected to derive, a
significant portion of their revenues from their foreign operations. The Money
Manager will attempt to equal or exceed the net yield (after withholding taxes)
of the Morgan Stanley Capital International ("MSCI") EAFE + EMF Index.
================================================================================
Help Box: The MSCI EAFE & EMF Index is an unmanaged index of 41 developed
(excluding the United States) and emerging market countries, including Japan,
the United Kingdom, Germany and France.
================================================================================
All Portfolios
In response to market, economic, political or other conditions, each
Portfolio's Money Manager may temporarily use a different investment strategy
for defensive purposes. If a Money Manager does so, different factors could
affect a Portfolio's performance and the Portfolio may not achieve its
investment objective. Each Portfolio is actively managed. Frequent trading of
portfolio securities will result in increased expenses for the Portfolios and
may result in increased taxable distributions to shareholders.
Each Portfolio's investment objective stated above is fundamental and may
not be changed without shareholder approval.
PRINCIPAL RISKS
This Prospectus describes the principal risks you would face as an investor
in a Portfolio. Many factors affect each Portfolio's performance. A Portfolio's
share price changes daily based on changes in the financial markets and interest
rates and in response to other economic, political or financial developments. A
Portfolio's reaction to these developments will be affected by the financial
condition, industry and economic sector, and geographic location of an issuer,
and the Portfolio's level of investment in the securities of that issuer. When
you sell your shares of a Portfolio, they could be worth more or less than what
you paid for them.
The following factors may significantly affect a Portfolio's performance.
Stock Market Volatility. The value of stocks fluctuates in response to
issuer, political, market and economic developments. In the short term, stock
prices can fluctuate dramatically in response to these developments.
Sector Risk. Different parts of the market can react differently to these
developments. For example, large cap stocks can react differently than small cap
stocks, and "growth" stocks can react differently than "value" stocks. Issuer,
political or economic developments can affect a single issuer, issuers within an
industry or economic sector or geographic region, or the market as a whole.
Interest Rate Changes. The stock market is dependent on general economic
conditions. Changes in interest rates can affect the performance of the stock
market.
Foreign Exposure. Foreign securities, foreign currencies, and securities
issued by U.S. entities with substantial foreign operations can involve
additional risks relating to political, economic or regulatory conditions in
foreign countries. These risks include fluctuations in foreign currencies;
withholding or other taxes; trading, settlement, custodial and other operational
risks; and the less stringent investor protection and disclosure standards of
some foreign markets.
Investing in emerging markets involves risks in addition to and greater
than those generally associated with investing in more developed foreign
markets. The extent of foreign development; political stability, market depth,
infrastructure and capitalization and regulatory oversight are generally less
than in more developed markets. Emerging market economies can be subject to
greater social, economic regulatory and political uncertainties. All of these
factors can make foreign investments, especially those in emerging markets, more
volatile and potentially less liquid than U.S. investments. In addition, foreign
markets can perform differently than the U.S. market.
Company Risk. Changes in the financial condition of an issuer, changes in
specific economic or political conditions that affect a particular type of
issuer, and changes in general economic or political conditions can affect the
credit quality or value of an issuer's securities. The value of securities of
smaller capitalization issuers can be more volatile than that of larger issuers.
================================================================================
Help Box: Like other mutual funds, the Portfolios could be aversely affected by
problems associated with the conversion of European currencies into the Euro and
the ability of computers to recognize the year 2000.
Accessor steps . . .Accessor Capital, as the manager, administrator and transfer
agent of Accessor Funds, has taken charge of ensuring that both Accessor Funds
and Accessor Capital will be able to effectively operate on January 1, 2000.
Accessor Capital has inventoried all computer systems, both hardware and
software, and has sought certification from all critical third party vendors.
Accessor Capital anticipates that Accessor Funds and Accessor Capital will be
fully operational.
================================================================================
<PAGE>
MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE OF THE PORTFOLIOS
Management and Administration. Accessor Capital Management LP, 1420 Fifth
Avenue, #3600, Seattle, Washington 98101, is the manager and administrator of
the Portfolios. Accessor Capital develops the investment programs for the
Portfolios, selects the Money Managers for the Portfolios, and monitors the
performance of the Money Managers. J. Anthony Whatley, III, is the Executive
Director of Accessor Capital. Ravindra A. Deo, Vice President and Chief
Investment Officer of Accessor Capital, is primarily responsible for the
day-to-day management of the Portfolios either directly or through interaction
with each Portfolio's Money Manager. Mr. Deo is also responsible for managing
the liquidity reserves of each Portfolio. The SEC issued an exemptive order that
allows the Fund to change a Portfolio's Money Manager without shareholder
approval, as long as, among other things, the Board of Directors has approved
the change in Money Manager and the Fund has notified the shareholders of the
affected Portfolio within 60 days of the change.
Each Portfolio pays Accessor Capital an annual management fee for providing
management and administration services equal to the following percentage of the
Portfolio's average daily net assets:
Management Fee to Accessor Capital
(as a percentage of
Portfolio average daily net assets)
--------- -------------------------
Growth 0.45%
Value and Income 0.45%
Small to Mid Cap 0.60%
International Equity 0.55%
Each Portfolio has also hired Accessor Capital to provide transfer agent,
registrar, dividend disbursing agent and certain other services to the
Portfolios. For providing these services, Accessor Capital receives (i) a fee
equal to 0.13% of the average daily net assets of each Portfolio, and (ii) a
transaction fee of $.50 per transaction.
Set forth below is information on each Portfolio's Money Manager and a
description of how each Money Manager is compensated for the services it
provides.
Growth Portfolio
Geewax Terker, 99 Starr Street, Phoenixville, PA 19460, is the Money
Manager of the Growth Portfolio. John J. Geewax is primarily responsible for the
day-to-day management and investment decisions for the Growth Portfolio. He has
worked at Geewax Terker since its founding in 1982. Mr. Geewax is assisted by
Christopher P. Ouimet. Mr. Ouimet joined Geewax Terker in 1994. Before joining
Geewax Terker, Mr. Ouimet worked at The Vanguard Group.
Geewax Terker earns a management fee calculated and paid quarterly that
consists of a basic fee and a performance fee. The basic fee is equal to an
annual rate of 0.10 % of the Growth Portfolio's average daily net assets. The
performance fee for any quarter depends on the percentage amount by which the
Growth Portfolio's performance exceeds or trails that of the S&P 500/BARRA
Growth Index during the applicable measurement period based on the following
schedule:
<TABLE>
<CAPTION>
Average Annual Performance Total
Differential vs. Annual Annual
Basic Fee Benchmark Index Performance Fee Fee
--------- --------------- --------------- ---
<S> <C> <C> <C>
0.10% Greater Than or Equal to 2.00% 0.22% 0.32%
Greater Than or Equal to 1.00% and Less Than 2.00% 0.20% 0.30%
Greater Than or Equal to 0.50% and Less Than 1.00% 0.15% 0.25%
Greater Than or Equal to 0.00% and Less Than 0.50% 0.10% 0.20%
Greater Than or Equal to -0.50% and Less Than 0.00% 0.05% 0.15%
Less Than -0.50% 0.00% 0.10%
</TABLE>
During the period from the sixth calendar quarter (3rd quarter 1998)
through the 13th calendar quarter (2nd quarter 2000) of Geewax Terker's
management of the Growth Portfolio, the applicable measurement period will be
the entire period since the commencement of Geewax Terker's management of the
Growth Portfolio with the exception of the quarter immediately preceding the
date of calculation. Commencing with the 14th quarter (3rd quarter 2000) of
Geewax Terker's management of the Growth Portfolio, the applicable measurement
period will consist of the 12 most recent calendar quarters, except for the
quarter immediately preceding the date of calculation.
Under the performance fee formula, Geewax Terker will receive a performance
fee if the Growth Portfolio's performance either exceeds the S&P 500/BARRA
Growth Index or trails the S&P 500/BARRA Growth Index by no more than 0.50%.
Under certain circumstances, Geewax Terker may receive a performance fee even if
the Growth Portfolio's total return is negative.
Value and Income Portfolio
Martingale, 222 Berkeley Street, Boston, MA 02116, is the Money Manager of
the Value and Income Portfolio. William E. Jacques is primarily responsible for
the investment decisions for the Value and Income Portfolio. Douglas E. Stark is
primarily responsible for the day-to-day management of the Value and Income
Portfolio. Mr. Jacques joined Martingale in 1987. Mr. Stark joined Martingale in
1996. Before joining Martingale, Mr. Stark was Senior Vice President and
Portfolio Manager at InterCoast Capital Company from 1994 to 1996. Prior to
that, he was Vice President and managed international stock portfolios at State
Street Global Advisors, an area of State Street Bank and Trust Company, from
1990 until 1994.
Martingale earns a management fee calculated and paid quarterly that
consists of a basic fee and a performance fee. The basic fee is equal to an
annual rate of 0.10 % of the Portfolio's average daily net assets. The
performance fee for any quarter depends on the percentage amount by which the
Value and Income Portfolio's performance exceeds or trails that of the S&P
500/BARRA Value Index during the applicable measurement period based on the
following schedule:
<TABLE>
<CAPTION>
Average Annual Performance Total
Differential vs. Annual Annual
Basic Fee Benchmark Index Performance Fee Fee
--------- --------------- --------------- ---
<S> <C> <C> <C>
0.10% Greater Than or Equal to 2.00% 0.22% 0.32%
Greater Than or Equal to 1.00% and Less Than 2.00% 0.20% 0.30%
Greater Than or Equal to 0.50% and Less Than 1.00% 0.15% 0.25%
Greater Than or Equal to 0.00% and Less Than 0.50% 0.10% 0.20%
Greater Than or Equal to -0.50% and Less Than 0.00% 0.05% 0.15%
Less Than -0.50% 0.00% 0.10%
</TABLE>
Commencing with the 14th quarter (1st quarter 1996) of Martingale's
management of the Value and Income Portfolio, the applicable measurement period
consists of the 12 most recent calendar quarters, excluding the quarter
immediately preceding the date of calculation.
Under the performance fee formula, Martingale will receive a performance
fee if the Value and Income Portfolio's performance either exceeds the S&P
500/BARRA Value Index or trails the S&P 500/BARRA Value Index by no more than
0.50%. Under certain circumstances, Martingale may receive a performance fee
even if the Value and Income Portfolio's total return is negative.
Small to Mid Cap Portfolio
Symphony, 555 California Street, San Francisco, CA 94104, is the money
manager of the Small to Mid Cap Portfolio. Praveen K. Gottipalli is primarily
responsible for the day-to-day management and investment decisions for the Small
to Mid Cap Portfolio. Mr. Gottipalli has been Director of Investments with
Symphony and its predecessor entities since March 1994. From 1985 to 1994, he
was with BARRA, Inc., where he was Director of the Active Strategies Group.
Symphony earns a management fee calculated and paid quarterly that consists
of a performance fee. The performance fee for any quarter depends on the
percentage amount by which the Small to Mid Cap Portfolio's performance exceeds
or trails that of the Wilshire 4500 Index during the applicable measurement
period based on the following schedule:
Average Annualized
Percentage Differential Annualized
vs. Wilshire 4500 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%
Commencing in the 14th quarter (1st quarter 1999) of Symphony's management
of the Small to Mid Cap Portfolio, the applicable measurement period consists of
the 12 most recent calendar quarters, excluding the quarter immediately
preceding the date of calculation.
Under the performance fee formula, Symphony will receive a performance fee
if the Small to Mid Cap Portfolio's performance either exceeds the Wilshire 4500
Index or trails the Wilshire 4500 Index by no more than 1.50%. Under certain
circumstances, Symphony may receive a performance fee even if the Small to Mid
Cap Portfolio's total return is negative.
International Equity Portfolio
Nicholas-Applegate, 600 West Broadway, 29th Floor, San Diego, CA 92101, is
the Money Manager for the International Equity Portfolio. Catherine Somhegyi,
Lawrence S. Speidell and Loretta J. Morris are primarily responsible for making
the day-to-day management and investment decisions for the International Equity
Portfolio. Ms. Somhegyi, Chief Investment Officer, Global Equity Management,
joined Nicholas-Applegate in 1987. Mr. Speidell, Partner and Director of Global
and Systematic Portfolio Management, joined Nicholas-Applegate in 1994. From
1983 to 1994, Mr. Speidell was a portfolio manager for Batterymarch Financial
Management. Ms. Morris, Partner and Senior Portfolio Manager, International,
joined Nicholas-Applegate in 1990.
Nicholas-Applegate earns a management fee calculated and paid quarterly
that consists of a basic fee and a performance fee. The basic fee is equal to an
annual rate of 0.20% of the Portfolio's average daily net assets. The
performance fee for any quarter depends on the percentage amount by which the
International Equity Portfolio's performance exceeds or trails that of the MSCI
EAFE + EMF Index during the applicable measurement period based on the following
schedule:
<TABLE>
<CAPTION>
Average Annual Performance Total
Differential vs. Annual Annual
Basic Fee Benchmark Index Performance Fee Fee
--------- --------------- --------------- ---
<S> <C> <C> <C>
0.20% Greater Than or Equal to 4.00% 0.40% 0.60%
Greater Than or Equal to 2.00% and Less Than 4.00% 0.30% 0.50%
Greater Than or Equal to 0.00% and Less Than 2.00% 0.20% 0.40%
Greater Than or Equal to -2.00% and Less Than 0.00% 0.10% 0.30%
Less Than -2.00% 0.00% 0.20%
</TABLE>
As of the 14th quarter (2nd quarter 1998) of Nicholas-Applegate's
management of the International Equity Portfolio, the applicable measurement
period consists of the 12 most recent calendar quarters, excluding the quarter
immediately preceding the date of calculation.
Under the performance fee formula, Nicholas-Applegate will receive a
performance fee if the International Equity Portfolio's performance either
exceeds the MSCI EAFE & EMF Index or trails the MSCI EAFE & EMF Index by no more
than 2.00%. Under certain circumstances, Nicholas-Applegate may receive a
performance fee even if the International Equity Portfolio's total return is
negative.
Total Management Fees for Fiscal Year 1998. The Portfolios paid the
following aggregate management fees in fiscal year 1998 to Accessor Capital and
each Portfolio's Money Manager:
Growth Portfolio: $793,447
Value and Income Portfolio: $884,970
Small to Mid Cap Portfolio: $1,971,674
International Equity Portfolio: $1,930,550
SHAREHOLDER INFORMATION
This section contains information on how to purchase, exchange and redeem
Advisor Class shares. Information regarding the Portfolios' dividend and
distribution policies, as well as tax consequences of owning the Portfolios'
shares, is also discussed.
Advisor Class shares may be purchased directly from Accessor Funds at no
charge or through financial intermediaries, such as banks, broker-dealers,
registered investment advisers and providers of fund supermarkets. These
financial intermediaries may charge transaction, administrative or other fees to
shareholders and may impose other limitations on buying, selling or transferring
shares that are not described in this Prospectus. Some features of the Advisor
Class shares, such as investment minimums, redemption fees and certain trading
restrictions, may be modified or waived by financial intermediaries.
Shareholders should contact their financial intermediary for information on fees
and restrictions.
Purchasing Advisor Class Shares
Investors purchase Advisor Class shares of the Portfolios at the
Portfolios' net asset value per share (NAV). The NAV is calculated by adding the
value of Portfolio assets attributable to Advisor Class shares, subtracting
Portfolio liabilities attributable to the class, and dividing by the number of
outstanding Advisor Class shares. The NAV is calculated each day that the New
York Stock Exchange (NYSE) is open for business. The Portfolios generally
calculate their NAV at the close of regular trading on the NYSE, generally 4:00
p.m. Eastern time. Shares are purchased at the NAV that is next calculated after
purchase requests are received by the Portfolios.
[graphic] Advisor Class shares may not be purchased on days when the NYSE
is closed for trading: New Year's Day, Martin Luther King, Jr., Day,
Presidents Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day.
Short-term or excessive trading into and out of a Portfolio may harm
performance by disrupting portfolio management strategies and by increasing
expenses. Accordingly, a Portfolio may reject any purchase orders, including
exchanges, particularly from market timers or investors, who in Accessor
Capital's opinion, have a pattern of short-term or excessive trading or whose
trading has been or may be disruptive to that Portfolio. For these purposes,
Accessor Capital may consider an investor's trading history in that Portfolio or
other Portfolios, and accounts under common ownership or control.
Where to Purchase Shares. Investors purchase Advisor Class shares from two
primary sources:
[graphic] directly from the Fund.
[graphic] through financial intermediaries, such as banks, broker-dealers,
registered investment advisers and providers of fund supermarkets.
Purchases from the Fund. Investors purchase Advisor Class shares directly
from the Fund for no sales charge or commission. Accessor Capital must receive
payment for shares by 12:00 p.m. Eastern time on the business day following the
purchase request. All purchases must be made in U.S. dollars. Purchases may be
made any of the following ways:
[graphic] By Check. Checks made payable to "Accessor Funds, Inc." and drawn
on a U.S. bank should be mailed with the completed application or with
the account number noted on the check to
Accessor Funds, Inc.
P. 0. Box 1748
Seattle, WA 98111-9865
[graphic] By Federal Funds Wire. Wire instructions are described on the
account application.
[graphic] By Telephone. Shareholders with aggregate account balances of at
least $1 million may purchase Advisor Class shares by telephone at
1-800-759-3504. To prevent unauthorized transactions, Portfolios may
use reasonable procedures to verify telephone requests.
[graphic] By Purchases In Kind. Under some circumstances, the Portfolios
may accept securities as payment for Advisor Class shares. Such
securities would be valued the same way the Portfolios' securities are
valued. (See Valuation of Portfolio Securities, below.) See
"Additional Puchase and Redemption Information" in the Statement of
Additional Information.
Investment Minimums for Advisor Class Shares Purchased from the Fund.
To Open an Account: $5,000 per Portfolio, or
$10,000 aggregated across all Portfolios of the Fund.
To Add to an Account: $1,000 per Portfolio, or
$2,000 aggregated across all the Portfolios of the Fund.
Investment minimums for IRA/Roth IRA Accounts will differ. (See below.)
Also, the Fund may accept smaller purchase amounts or reject any purchase order
that it believes may disrupt the management of the Portfolios.
For further information on purchasing Advisor Class shares, please contact
Accessor Capital at (800) 759-3504.
IRA/Roth IRA Accounts. Investors may purchase Advisor Class shares through
an Individual or Roth Retirement Custodial Account Plan. IRA/Roth IRA Accounts
with an aggregate balance of less than $10,000 across all Portfolios of the Fund
are assessed a $25.00 fee on December 31 of each year.
Investment Minimums for an IRA/Roth IRA Account.
To Open an Account: $2,000 aggregated across all Portfolios of the Fund.
To Add to an Account: $2,000 aggregated across all Portfolios of the Fund.
Copies of the IRA/Roth IRA Account Plan may be obtained from Accessor
Capital at (800) 759-3504.
Exchanging Advisor Class Shares
Advisor Class shares of one Portfolio may be exchanged for shares of any
other Portfolio so long as shareholders meet the normal investment requirements
of the other Portfolio. Shareholders should read the prospectus of any other
Portfolio into which they are considering exchanging.
Exchanges Through the Fund. The Fund does not currently charge fees on
exchanges directly through the Fund. This exchange privilege may be modified or
terminated at any time by the Fund upon 60 days' notice to shareholders.
Exchanges may be made any of the following ways:
[graphic] By Mail. Share exchange instructions may be mailed to Accessor
Capital at P. 0. Box 1748, Seattle, WA 98111-9865.
[graphic] By Fax. Share exchange instructions may be faxed to Accessor
Capital at (206) 224-4274.
[graphic] By Telephone. Shareholders with aggregate account balances of at
least $1 million may exchange shares between Portfolios by telephone
at 1-800-759-3504. To prevent unauthorized transactions, Portfolios
may use reasonable procedures to verify telephone requests.
[graphic] An exchange of shares into a different Portfolio is a redemption
of shares and will be treated as a sale for tax purposes.
You should contact your Financial Intermediary directly to make exchanges.
Your Financial Intermediary may charge additional fees for these transactions.
Redemption of Portfolio Shares
Investors may request to redeem Advisor Class shares on any day that the
NYSE is open for business. Shares will be redeemed at the next NAV calculated
after Accessor Capital receives the redemption request in proper form. Payment
will ordinarily be made within seven days of the request by wire-transfer to a
shareholder's domestic commercial bank account. Shares may be redeemed from the
Fund any of the following ways:
[graphic] By Mail. Redemption requests may be mailed to Accessor Capital at
P. 0. Box 1748, Seattle, WA 98111-9865.
[graphic] By Fax. Redemption requests may be faxed to Accessor Capital at
(206) 224-4274.
[graphic] By Telephone. Shareholders with aggregate account balances of at
least $1 million may request redemption of shares by telephone at
1-800-759-3504. To prevent unauthorized transactions, Portfolios may
use reasonable procedures to verify telephone requests.
Shareholders may request that payment be made by check to the shareholders
of record at the address of record. Such requests must be in writing.
Shareholders may also request that a redemption be made payable to someone other
than the shareholder of record or be sent to an address other than the address
of record. Such requests must be made in writing, be signed by all shareholders
of record, and accompanied by a signature guarantee. The Transfer Agent may
charge a $10.00 processing fee for each redemption check.
[graphic] Redemption requests for shares that were purchased by check will
be honored at the next NAV calculated after receipt of the redemption
request. However, redemption proceeds will not be transmitted until
the check used for the investment has cleared.
Shares also may be redeemed through financial intermediaries from whom
shares were purchased. Financial intermediaries may charge a fee for this
service.
Large redemptions may disrupt the management and performance of the
Portfolios. Each Portfolio reserves the right to delay delivery of your
redemption proceeds -- up to seven days -- if the Portfolio determines that the
redemption amount will disrupt the Portfolio's operation or performance. If you
redeem more than $250,000 worth of a Portfolio's shares within any 90-day
period, the Portfolio reserves the right the pay part or all of the redemption
proceeds above $250,000 in kind, i.e., in securities, rather than cash. If
payment is made in kind, you may incur brokerage commissions if you elect to
sell the securities.
Systematic Withdrawal Plan. Shareholders may request an automatic, monthly
redemption of shares under the Systematic Withdrawal Plan (minimum monthly
amount is $500). Applications for this plan may be obtained from the Fund and
must be received by the Fund ten calendar days before the first scheduled
withdrawal date. Systematic Withdrawal may be discontinued at any time by a
shareholder or the Fund.
Low Account Balances. The Fund may redeem any accounts with balances of
less than $500 per Portfolio or less than $2,000 in aggregate across the
Portfolios if the shareholder is not part of an Automatic Investment Plan.
Shareholders will be notified in writing when they have a low balance and will
have 60 days to purchase additional shares. Shares will not be redeemed if an
account drops below the minimum due to market fluctuations.
In the event of an emergency as determined by the Fund, the Fund may
suspend the right of redemption or postpone payments to shareholders. If the
Board of Directors determines a redemption payment may harm the remaining
shareholders of a Portfolio, the Portfolio may pay a redemption in whole or in
part by a distribution in kind of securities from the Portfolio.
Dividends and Distributions
Dividends. Each Portfolio intends to distribute annually to its
shareholders substantially all of its net investment income and its net realized
long- and short-term capital gains. The Board of Directors presently intends to
declare dividends on the following schedule:
Portfolio Declared Payable
- --------- -------- -------
Growth Quarterly, on last 1st business day
Value and Income business day of following end of
Small to Mid Cap quarter. calendar quarter
International Annually, 2nd to last Last business day
business day of of calendar year
calendar year
Other Distributions. The Board of Directors intends to declare capital
gains distributions annually, generally in mid-December. To satisfy distribution
requirements, however, Portfolios may also declare special year-end dividend and
capital gains distributions during the months of October, November or December.
Such distributions, if received by shareholders by January 31 of the following
year, are deemed to have been paid by Portfolios and received by shareholders on
December 31.
Automatic Reinvestment of Dividends and Distributions. All dividends and
distributions of Advisor Class shares will be automatically reinvested in
additional shares of Advisor Class shares of the Portfolio paying the dividend
or distribution unless shareholders elect to receive them in cash. Shareholders
may alternatively choose to invest dividends or distributions in Advisor Class
shares of any other Portfolio of the Fund.
Valuation of Portfolio Securities
The Portfolios generally value their securities using market quotations.
However, short-term debt securities maturing in less than 60 days are valued
using amortized costs and securities for which market quotations are not readily
available are valued at fair value. Because foreign securities markets are open
on different days from U.S. markets, there may be instances when the NAV of a
Portfolio which invests in foreign securities changes on days when shareholders
are not able to buy or sell shares. If a security's value has been materially
affected by events occurring after the close of the exchange or market on which
the security is principally traded (for example, a foreign exchange or market),
that security may be valued by another method that the Board of Director's
believes accurately reflects fair value.
Taxation
Generally, dividends and short-term capital gains distributions that
shareholders receive from the Portfolios are taxable as ordinary income.
Distributions of other net capital gains are taxable as capital gains. Capital
gains taxes on distributions ordinarily depend upon the length of time
Portfolios hold securities, not the length of time shareholders own Portfolio
shares or whether shareholders reinvest distributions or receive them in cash.
The International Portfolio receives dividends and interest from foreign
issuers which may be subject to withholding taxes by foreign governments. If the
amount withheld by foreign governments is material, shareholders may be able to
claim a foreign tax credit.
At the conclusion of each calendar year, shareholders will receive
information regarding the taxability of dividends and distributions paid by the
Portfolios during the preceding year. Portfolios may be required to withhold and
remit to the United States Treasury 31 % of all taxable dividends, distributions
and redemption proceeds payable to shareholders who have not provided the
Portfolio with a taxpayer identification number. Shareholders should consult a
tax adviser for further information regarding the federal, state and local tax
consequences of an investment in the Advisor Class shares of the Fund.
<PAGE>
FINANCIAL HIGHLIGHTS
[To be filed by subsequent amendment.]
<PAGE>
APPENDIX A
Description of Indices
The following information as to each index has been supplied by the
respective preparer of the index or has been obtained from other
publicly-available information.
Standard & Poor's 500 Composite Stock Price Index (1):
The purpose of the Standard & Poor's 500 Composite Stock Price Index (the
"S&P 500") is to portray the pattern of common stock price movement.
Construction of the index proceeds from industry groups to the whole. Currently
there are four groups: 400 Industrials, 40 Utilities, 20 Transportation and 40
Financial. Since some industries are characterized by companies of relatively
small stock capitalization, the index does not comprise the 500 largest
companies listed on the New York Stock Exchange.
Component stocks are chosen solely with the aim of achieving a distribution
by broad industry groupings that approximates the distribution of these
groupings in the New York Stock Exchange common stock population, taken as the
assumed model for the composition of the total market. Each stock added to the
index must represent a viable enterprise and must be representative of the
industry group to which it is assigned. Its market price movements must in
general be responsive to changes in industry affairs.
The formula adopted by S&P is generally defined as a "base-weighted
aggregative" expressed in relatives with the average value for the base period
(1941-1943) equal to 10. Each component stock is weighted so that it will
influence the index in proportion to its respective market importance. The most
suitable weighting factor for this purpose is the number of shares outstanding.
The price of any stock multiplied by number of shares outstanding gives the
current market value for that particular issue. This market value determines the
relative importance of the security.
Market values for individual stocks are added together to obtain their
particular group market value. These group values are expressed as a relative,
or index number, to the base period (1941-1943) market value. As the base period
market value is relatively constant, the index number reflects only fluctuations
in current market values.
S&P/BARRA Growth Index
S&P/BARRA Value Index:
BARRA, in collaboration with Standard and Poor's Corporation, has
constructed the S&P/BARRA Growth Index (the "Growth Index") and S&P/BARRA Value
Index (the "Value Index") to separate the S&P 500 into value stocks and growth
stocks.
The Growth and Value Indices are constructed by dividing the stocks in the
S&P 500 according to their price-to-book ratios. The Value Index contains firms
with lower price-to-book ratios and has 50 percent of the capitalization of the
S&P 500. The Growth Index contains the remaining members of the S&P 500. Each of
the indices is capitalization-weighted and is rebalanced semi-annually on
January 1 and July 1 of each year.
Although the Value Index is created based on price-to-book ratios, the
companies in the index generally have other characteristics associated with
"value" stocks: low price-to-earnings ratios, high dividend yields, and low
historical and predicted earnings growth. Because of these characteristics, the
Value Index historically has had higher weights in the Energy, Utility, and
Financial sectors than the S&P 500.
Companies in the Growth Index tend to have opposite characteristics from
those in the Value Index: high earnings-to-price ratios, low dividend yields,
and high earnings growth. Historically, the Growth Index has been more
concentrated in Electronics, Computers, Health Care and Drugs than the S&P 500.
As of December 31, 1996 there were 339 companies in the Value Index;
consequently there are 161 companies in the Growth Index.
Wilshire 4500 Index (2):
While the S&P 500 Index includes the preponderance of large market
capitalization stocks, it excludes most of the medium and small size companies
which comprise the remaining 33% of the capitalization of the U.S. stock market.
The Wilshire 4500 Index (an unmanaged index) consists of all U.S. stocks that
are not in the S&P 500 and that trade regularly on the New York and American
Stock Exchanges as well as in the NASDAQ over-the-counter market. The Wilshire
4500 Index is constructed from the Wilshire 5000 Equity Index, which measures
the performance of all U.S. headquartered equity securities with readily
available price data. Approximately 6500 capitalization weighted security
returns are used to adjust the Wilshire 5000 Equity Index. The Wilshire 5000
Equity Index was created by Wilshire Associates in 1974 to aid in performance
measurement. The Wilshire 4500 Index consists of the Wilshire 5000 Equity Index
after excluding the companies in the S&P 500.
Wilshire Associates view the performance of the Wilshire 5000's securities
several ways. Price and total return indices using both capital and equal
weightings are computed. The unit value of these four indices was set to 1.0 on
December 31, 1970.
Morgan Stanley Capital International EAFE(R) + EMF Index (3):
The Morgan Stanley Capital International ("MSCI") EAFE(R) + EMF Index is a
market capitalization weighted index composed of companies representative of the
market structure of 41 Developed and Emerging Market countries. The index is
calculated without dividends or with gross dividends reinvested, in both U.S.
Dollars and local currencies.
MSCI EAFE(R) Index is a market capitalization weighted index composed of
companies representative of the market structure of 19 Developed Market
countries in Europe, Australasia and the Far East. The index is calculated
without dividends, with net or with gross dividends reinvested, in both U.S.
Dollars and local currencies.
MSCI Emerging Markets Free ("EMF") Index is a market capitalization
weighted index composed of companies representative of the market structure of
26 Emerging Market countries in Europe, Latin America and the Pacific Basin. The
MSCI EMF Index excludes closed markets and those shares in otherwise free
markets which are not purchasable by foreigners.
The MSCI indices reflect stock market trends by representing the evolution
of an unmanaged portfolio containing a broad selection of domestically listed
companies. A dynamic optimization process which involves maximizing float and
liquidity, reflecting accurately the market's size and industry profiles, and
minimizing cross ownership is used to determine index constituents. Stock
selection also takes into consideration the trading capabilities of foreigners
in emerging market countries.
As of March 31, 1997, the MSCI EAFE(R) + EMF Index consisted of 2,032
companies traded on stock markets in 45 countries. The weighting of the MSCI
EAFE(R) + EMF Index by country was as follows:
Developed Markets: Australia 2.60%, Austria 0.36%, Belgium 1.12%, Denmark 0.84%,
Finland 0.63%, France 6.48%, Germany 8.07%, Hong Kong 3.11%, Ireland 0.30%,
Italy 2.78%, Japan 25.28%, Netherlands 4.44%, New Zealand 0.33%, Norway 0.51%,
Singapore 1.43%, Spain 1.97%, Sweden 2.33%, Switzerland 5.43%, United Kingdom
16.94%.
Emerging Markets: Argentina 0.51%, Brazil 2.08%, Chile 0.56%, China Free 0.08%,
Colombia 0.12%, Czech Republic 0.17%, Greece 0.22%, Hungary 0.07%, India 0.07%,
Indonesia 0.80%, Israel 0.77%, Jordan 0.31%, Korea Free 0.58%, Malaysia 2.32%,
Mexico Free 1.20%, Pakistan 0.10%, Peru 0.16%, Philippines Free 0.49%, Poland
0.07%, Portugal 0.31%, South Africa 1.73%, Sri Lanka 0.01%, Taiwan 1.36%,
Thailand 0.57%, Turkey 0.28%, Venezuela Free 0.15%.
Unlike other broad-based indices, the number of stocks included in MSCI
EAFE(R) + EMF Index is not fixed and may vary to enable the Index to continue to
reflect the primary home markets of the constituent countries. Changes in the
Index will be announced when made. MSCI EAFE(R) + EMF Index is a
capitalization-weighted index calculated by Morgan Stanley Capital International
based on the official closing prices for each stock in its primary local or home
market. The base value of the MSCI EAFE(R) + EMF Index was equal to 100.0 on
January 1, 1988. As of March month-end 1997, the current value of the MSCI
EAFE(R) + EMF Index was 188.5 (with gross dividends reinvested).
- ------------
(1) "Standard & Poor's," "S&P" and "S&P 500" are trademarks of Standard and
Poor's, a division of The McGraw-Hill Companies, Inc. The Growth and Value
and Income Portfolios are not sponsored, endorsed, sold or promoted by
Standard & Poor's.
(2) "Wilshire 4500" and "Wilshire 5000" are registered trademarks of Wilshire
Associates. The Small to Mid Cap Portfolio is not sponsored, endorsed, sold
or promoted by Wilshire Associates.
(3) "EAFE" is a registered trademark of Morgan Stanley Capital International.
The International Portfolio is not sponsored, endorsed, sold or promoted by
Morgan Stanley Capital International.
<PAGE>
[Back Cover]
Shareholder Reports. The Fund publishes Annual and Semi-Annual Reports, which
contain information about each Portfolio's recent performance, including:
[bullet] management's discussion about recent market conditions, economic
trends and portfolio strategies that affected the Portfolio's
performance over the recent period
[bullet] Portfolio performance data and financial statements
[bullet] Portfolio holdings
Statement of Additional Information. The SAI contains more detailed information
about the Fund and each Portfolio. The SAI is incorporated by reference into
this Prospectus, making it legally part of this Prospectus.
A free copy of the Fund's Annual Report, Semi-Annual Report and SAI are
available by contacting Accessor Capital at 1-800-759-3504 or by visiting
Accessor Capital's web site at www.accessor.com.
================================================================================
Help Box: Shareholder Reports, SAIs and other information are available for your
financial intermediary or from
Accessor Capital Management LP
1420 Fifth Street, #3600
Seattle, Washington 98101
800-759-3504
206-224-7420
web site: www.accessor.com
Securities and Exchange Commission
Washington, DC 20549-6009
800-SEC-0330 (Public Reference Section)
web site: www.sec.gov
You may obtain copies of documents from the SEC, upon payment
of duplicating fees, or view documents at the SEC's Public
Reference Room in Washington, D.C.
================================================================================
Accessor(R) is a registered trademark of Accessor Capital Management LP.
SEC file number: 811-06337.
<PAGE>
[FRONT COVER]
ACCESSOR(R) FUNDS, INC.
[LOGO]
Equity Portfolios
Investor Class Shares
Growth Portfolio
Value and Income Portfolio
Small to Mid Cap Portfolio
International Equity Portfolio
Prospectus May 1, 1999
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this Prospectus. Any representation to
the contrary is a criminal offense.
<PAGE>
These Portfolios are:
----------------------------------------
[bullet]series of Accessor Funds, Inc. Diversification is the spreading of risk
(the "Fund") and part of the among a group of investment assets.
Accessor family of mutual Within a portfolio of bonds, it means
funds, currently eight reducing the risk of any individual bond
portfolios, each with two by holding bonds from a variety of
classes of shares, that offer companies. In a broader context,
investors a variety of diversification means investing among a
fixed-income and equity mutual variety of securities to reduce the
funds. importance of any one type or class of
security.
[bullet]intended to work together to
help investors realize the Asset allocation is a logical extension
benefits of asset allocation of the principle of diversification. It
and diversification. is a method of mixing uncorrelated asset
classes in precise combinations to
[bullet]managed and administered by optimize returns and reduce risks.
Accessor Capital Management
L.P. ("Accessor Capital"). Diversification and asset allocation do
not, however, guarantee investment
[bullet]sub-advised by Money Managers results.
("Money Managers") who are ----------------------------------------
selected and supervised by
Accessor Capital (other than
the U.S. Government Money
Portfolio which is advised
directly by Accessor Capital).
<PAGE>
TABLE OF CONTENTS
SUMMARY.......................................................................4
PERFORMANCE...................................................................6
EXPENSES......................................................................8
PORTFOLIO OBJECTIVES AND STRATEGIES..........................................10
PRINCIPAL RISKS..............................................................12
MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE OF THE PORTFOLIOS.............14
SHAREHOLDER INFORMATION......................................................18
FINANCIAL HIGHLIGHTS.........................................................25
APPENDIX A...................................................................26
<PAGE>
SUMMARY
Investment The Growth Portfolio seeks The Value and Income Portfolio
Objective capital growth through investing seeks generation of current
and Principle primarily in equity securities income and capital growth by
Strategies with greater than average growth investing primarily in income
characteristics selected from producing equity securities
the Standard & Poor's 500 selected from the S&P 500.
Composite Stock Price Index
("S&P 500). The Portfolio
invests primarily in stocks of The Portfolio's Money Manager,
companies chosen from the S&P Martingale Asset Management
500 that Geewax, Terker & ("Martingale"), analyses
Company ("Geewax Terker"), the fundamental information about
Portfolio's Money Manager, companies such as their assets,
believes will experience higher earnings and growth to identify
than average growth of earnings undervalued stocks. The Money
or stock price. The Money Manger attempts to equal or
Manager attempts to equal or exceed the total return
exceed the performance of the performance of the S&P 500/BARRA
S&P 500/BARRA Growth Index over Value Index over a cycle of five
a cycle of five years. years.
Geewax Terker uses a disciplined Martingale focuses primarily on
investment approach and stocks issued by:
quantitative analytical
techniques designed to first [bullet] companies with low
select growth stocks with the price to earnings and/or price
largest market capitalization's to book ratios
and well-established records of
growth in profits and earnings [bullet] companies with
and then eliminate those stocks improving growth of earnings
with the greatest risk. and/or growth of dividends
[bullet] companies with higher
than average dividend yield
Principal The principal risks of investing The principal risks of investing
Investment in the Portfolio include: in the Portfolio include:
Risks
Stock Market Volatility. Stock Stock Market Volatility. Stock
markets are volatile and can markets are volatile and can
decline significantly in decline significantly in
response to adverse issuer, response to adverse issuer,
political, regulatory, market or political, regulatory, market or
economic developments. economic developments.
Company Risk. The value of an Company Risk. The value of an
individual security or individual security or
particular type of security can particular type of security can
be more volatile than the market be more volatile than the market
as a whole and can perform as a whole and can perform
differently than the market as a differently than the market as a
whole. Growth stocks are often whole. Value stocks tend to be
more sensitive to economic and issued by larger, more
market swings than other types established companies, and may
of stocks because market prices underperform in periods of
tend to reflect future general market strength.
expectations.
Value stocks contained in the
S&P 500 have generated less
current income in recent years
than they have in earlier
periods.
- --------------------------------------------------------------------------------
An investment in the Portfolios is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
- --------------------------------------------------------------------------------
<PAGE>
Investment Small to Mid Cap Portfolio The International Equity Portfolio
Objective
and The Small to Mid Cap Portfolio The International Equity
Principal seeks capital growth through Portfolio seeks capital growth
Strategies investing primarily in equity by investing primarily in equity
securities of small to medium securities of companies
capitalization issuers. domiciled in countries other
than the United States and
The Portfolio invests at least traded on foreign stock
65% of its total assets in the exchanges.
stocks of small and medium
capitalization companies that The International Equity
are expected to experience Portfolio normally intends to
higher than average growth of maintain investments in at least
earnings or stock price. three different countries
Symphony Asset Management outside the United States.
("Symphony"), the Portfolio's Nicholas-Applegate Capital
Money Manager, uses a Management ("Nicholas-
quantitative approach to analyze Applegate") uses quantitative
earnings forecasts, price and fundamental analysis to
movements and other factors to construct a portfolio that
identify growth stocks with generally parallels the
attractive fundamentals relative countries comprising Morgan
to price. The Money Manager Stanley Capital International
attempts to equal or exceed the (MSCI) EAFE + EMF Index. The
performance of the Wilshire 4500 Portfolio will invest 65 % of
Index over a cycle of five its total assets in the stocks
years. of companies domiciled in Europe
and the Pacific Rim. The Money
Manager will attempt to equal or
exceed the total return of the
MSCI EAFE + EMF Index.
Principal The principal risks of investing The principal risks of investing
Investment in the Portfolio include: in the Portfolio include:
Risks
Stock Market Volatility. Stock Stock Market Volatility. Stock
markets are volatile and can markets are volatile and can
decline significantly in decline significantly in
response to adverse issuer, response to adverse issuer,
political, regulatory, market or political, regulatory, market or
economic developments. economic developments.
Company Risk. The value of an Company Risk. The value of an
individual security or individual security or
particular type of security can particular type of security can
be more volatile than the market be more volatile than the market
as a whole and can perform as a whole and can perform
differently than the value of differently than the value of
the market as a whole. Small and the market as a whole.
medium capitalization companies
often have greater volatility, Foreign Exposure. Foreign
lower trading volume and less markets, particularly emerging
liquidity than larger markets, can be more volatile
capitalization companies. than the U.S. market due to
increased risks of adverse
issuer, political, regulatory,
market or economic developments
and can perform differently than
the U.S. market.
- --------------------------------------------------------------------------------
An investment in the Portfolios is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
- --------------------------------------------------------------------------------
<PAGE>
PERFORMANCE
The following tables illustrate changes in the performance of Advisor Class
Shares of the Portfolios from year to year and compare the performance of
Advisor Class Shares to the performance of a market index over time. The
performance does not reflect certain fees and expenses of Investor Class Shares,
which, if reflected, would result in lower performance for the periods shown. As
with all mutual funds, how the Portfolios have performed in the past is not an
indication of how they will perform in the future.
Growth Portfolio
- ----------------
Year by Year Total Returns
Calendar
Year 1992 1993 1994 1995 1996 1997 1998
- ---- ---- ---- ---- ---- ---- ---- ----
10.01 14.21 3.99 34.32 19.83 33.24 46.65
[Bar
Chart]
Best Quarter: 4th Q 1998 -- 27.65%
Worst Quarter: 3rd Q 1998-- -7.07%
Average Annual Total Returns
As of 12/31/98
1 Year 5 Years Life of Fund*
------ ------- ------------
Growth
Portfolio 46.65% 26.74% 24.90%
S&P 500/BARRA
Growth Index 42.16% 27.94% 23.19%(1)
- ----------
* From 8/24/92
(1) Index measured from September 1, 1992.
Value and Income Portfolio
- --------------------------
Year by Year Total Returns
Calendar
Year 1992 1993 1994 1995 1996 1997 1998
- ---- ---- ---- ---- ---- ---- ---- ----
5.92 14.69 -1.93 33.25 23.94 32.94 12.89
[Bar
Chart]
Best Quarter: 4th Q 1998 -- 18.96%
Worst Quarter: 3rd Q 1998-- 15.24%
Average Annual Total Returns
As of 12/31/98
1 Year 5 Years Life of Fund*
------ ------- ------------
Value and Income
Portfolio 12.89% 19.87% 18.57%
S&P 500/BARRA
Value Index 14.67% 19.87% 19.42%(1)
- ----------
* From 8/24/92
(1) Index measured from September 1, 1992.
<PAGE>
Small to Mid Cap Portfolio
- --------------------------
Year by Year Total Returns
Calendar
Year 1992 1993 1994 1995 1996 1997 1998
- ---- ---- ---- ---- ---- ---- ---- ----
13.28 14.39 -4.07 31.98 24.85 36.14 15.98
[Bar
Chart]
Best Quarter: 4th Q 1998 -- 24.23%
Worst Quarter: 3rd Q 1998-- -18.56%
Average Annual Total Returns
As of 12/31/98
1 Year 5 Years Life of Fund*
------ ------- ------------
Small to Mid
Cap Portfolio 15.98% 20.07% 20.28%
Wilshire 4500
Index 8.63% 15.76% 17.01%(1)
Small to Mid 8.63% 15.61% 17.87%(1)
Cap Composite(2)
- ----------
* From 8/24/92
(1) Index measured from September 1, 1992.
(2) The Small to Mid Cap Composite is a hypothetical index constructed by
Accessor Capital Management, which links the BARRA Institutional Small
Index and the Wilshire 4500 Index. Prior to October 1995, the BARRA Index
is used. Starting in October 1995, the Wilshire Index is used. The
performance for periods starting prior to October 1995 and running past
September 1995 links returns for each index for the periods referenced in
the previous sentences.
International Equity Portfolio
- ------------------------------
Year by Year Total Returns
Calendar
Year 1994 1995 1996 1997 1998
- ---- ---- ---- ---- ---- ----
-2.75 7.63 13.78 10.96 16.07
[Bar
Chart]
Best Quarter: 4th Q 1998 -- 14.45%
Worst Quarter: 3rd Q 1998-- -13.36%
Average Annual Total Returns
As of 12/31/98
1 Year Life of Fund*
------ ------------
International Equity Portfolio 16.07% 10.60%
MSCI EAFE + EMF Index 15.23% 5.95%(3)
International Composite(4) 15.23% 6.94%(3)
- ----------
* From 10/3/94
(3) Index measured from November 1, 1994.
(4) The International Composite is a hypothetical index constructed by Accessor
Capital Management, which links the MSCI EAFE Index and the MSCI EAFE+EMF
Index. Prior to May 1996, the MSCI EAFE Index is used. Starting in May
1996, the MSCI EAFE+EMF Index is used. The performance for periods starting
prior to May 1996 and running past April 1996 links returns for each index
for the periods referenced in the previous sentence.
EXPENSES
The following tables describe the fees and expenses that you may pay if you buy
and hold Investor Class Shares of the Portfolios.
Shareholder Fees (a)
<TABLE>
<CAPTION>
Portfolios(b)
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
Value Small to International
Growth and Income Mid Cap Equity
Maximum Sales Charge imposed on Purchases (as a None None None None
% of offering price)
Maximum Sales Charge imposed on Reinvested None None None None
Dividends
Maximum Deferred Sales Charge None None None None
Check Redemption Fee (c) None None None None
Exchange Fee None None None None
- -------------------------------------------------
</TABLE>
(a) Shares of the Portfolios are expected to be sold primarily through
financial intermediaries that may charge shareholders a fee. Such fees are
not included in the tables.
(b) An annual maintenance fee of $25.00 may be charged by the Transfer Agent to
each IRA Account with an aggregate balance of less than $10,000 on December
31 of each year.
(c) The Transfer Agent may charge a processing fee of $10.00 for each
redemption check requested by a shareholder.
<TABLE>
<CAPTION>
Fee Table Portfolios
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
Annual Fund Operating Expenses
(expenses deducted from a Portfolio's assets Value Small to International
as a percentage of average daily net assets) Growth and Income Mid Cap Equity
Management Fees (a) 0.77% 0.77% 1.02% 1.15%
12b-1 Fees (b) 0.25% 0.25% 0.25% 0.25%
Other Expenses 0.27% 0.29% 0.25% 0.44%
Administrative Fees(c) 0.25% 0.25% 0.25% 0.25%
Total Other Expenses 0.52% 0.54% 0.50% 0.69%
Total Annual Portfolio Operating Expenses 1.54% 1.56% 1.77% 2.09%
</TABLE>
(a) Management fees consist of the management fee paid to Accessor and the
Money Manager fees paid to the Money Managers of the Growth, value and
Income, Small to Mid Cap, and International Equity Portfolios.
(b) The combination of the fees paid pursuant to the Distribution Plan and the
Shareholder Service Plan for each Portfolio may be no more than 0.25% of
the annual net assets attributable to that Portfolio's Investor Class
Shares.
(c) Pursuant to an Administrative Services Plan, the Fund may pay financial
intermediaries who have entered into 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.
<PAGE>
Expense Example: This example shows what an investor in Investor Class Shares of
a Portfolio could pay over time. This example is intended to help you compare
the cost of investing in the Portfolios with the cost of investing in other
mutual funds.
The Example assumes that you invest $10,000 in Investor Class Shares of a
Portfolio for the time periods indicated and then redeem all of your shares
by wire at the end of those periods. The Example does not include the
effect of the $10 fee for check redemption requests. The Example also
assumes that your investment has a 5% rate of return each year and that the
Portfolio's operating expenses remain the same. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:
Portfolios
------------------------------------------------------------
Value Small to Mid International
Growth and Income Cap Equity
1 Year $16 $16 $18 $21
3 Years $49 $49 $56 $65
5 Years $84 $85 $96 $112
10 Years $183 $186 $208 $242
<PAGE>
PORTFOLIO OBJECTIVES AND STRATEGIES
Growth Portfolio
Investment Objective: The Growth Portfolio seeks capital growth through
investing primarily in equity securities with greater than average growth
characteristics selected from the S&P 500.
Investment Strategies:
The Portfolio seeks to achieve its objective by investing principally in
common and preferred stocks, securities convertible into common stocks, and
rights and warrants of such issuers. The Money Manager will attempt to equal or
exceed the total return performance of the S&P 500/BARRA Growth Index over a
market cycle of five years by investing primarily in stocks of companies that
are expected to experience higher than average growth of earnings or growth of
stock price. The Portfolio may engage in various portfolio strategies to reduce
certain risks of its investments and may thereby enhance income, but not for
speculation.
================================================================================
Help Box: The S&P 500/BARRA Growth Index is an unmanaged index of growth stocks
in the S&P 500. The S&P 500 is an unmanaged index of 500 common stocks chosen to
reflect the industries in the U.S. economy. Large capitalization growth stocks
are the stocks within the S&P 500 that generally have high expected earnings
growth and higher than average price-to-book ratios.
================================================================================
Value and Income Portfolio
Investment Objective: The Value and Income Portfolio seeks generation of
current income and capital growth by investing primarily in income-producing
equity securities selected from the S&P 500.
Investment Strategies:
The Portfolio seeks to achieve its objective by investing principally in
common and preferred stocks, convertible securities, and rights and warranties
of companies whose stocks have higher than average dividend yield relative to
other stocks of issuers in the same industry, or whose stocks have lower price
multiples (either price/earnings or price/book value) than others in their
industries, or which, in the opinion of the Money Manager, have improving
fundamentals (such as growth of earnings and dividends). The Money Manager will
attempt to equal or exceed the total return performance of the S&P 500/BARRA
Value Index over a market cycle of five years. The Portfolio may engage in
various portfolio strategies to reduce certain risks of its investments and to
enhance income, but not for speculation.
================================================================================
Help Box: The S&P 500/BARRA Value Index is an unmanaged index of value stocks in
the S&P 500. Large capitalization value stocks are the stocks within the 500
that generally are priced below the market average based on earnings and lower
than average price-to-book ratios.
================================================================================
Small to Mid Cap Portfolio
Investment Objective: The Small to Mid Cap Portfolio seeks capital growth
through investing primarily in equity securities of small to medium
capitalization issuers.
Investment Strategies:
The Portfolio seeks to achieve its objective by investing at least 65% of
the value of its total assets in stocks of small and medium capitalization
issuers. Small capitalization issuers are issuers which have a capitalization of
$1 billion or less at the time of investment whereas medium capitalization
issuers have a capitalization ranging from $1 billion to $5 billion at the time
of investment. The Portfolio invests principally in common and preferred stocks,
securities convertible into common stocks, and rights and warrants of such
issuers. The Money Manager will attempt to equal or exceed the total return
performance of the Wilshire 4500 Index over a market cycle of five years by
investing primarily in stocks of companies that are expected to experience
higher than average growth of earnings or growth of stock price. Under normal
circumstances, up to 20% of the Portfolio's net assets may be invested in common
stocks of foreign issuers with small [to medium?] market capitalizations. The
Portfolio may engage in various portfolio strategies to reduce certain risks of
its investments and may thereby enhance income, but not for speculation.
================================================================================
Help Box: The Wilshire 4500 Index is an unmanaged index of stocks of medium and
small capitalization companies not in the S&P 500.
================================================================================
International Equity Portfolio
Investment Objective: The International Equity Portfolio seeks capital
growth by investing primarily in equity securities of companies domiciled in
countries other than the United States and traded on foreign stock exchanges.
Investment Strategies:
The Portfolio seeks to achieve its objective by investing at least 65% of
its total assets principally in stocks issued by companies domiciled in Europe
(including Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy,
Luxembourg, the Netherlands, Norway, Spain, Sweden, Switzerland and the United
Kingdom) and the Pacific Rim (including Australia, Hong Kong, Japan, Malaysia,
New Zealand and Singapore). The Portfolio may also invest in securities of
countries generally considered to be emerging or developing countries by the
World Bank, the International Finance Corporation, the United Nations or its
authorities ("Emerging Countries"). The Portfolio intends to maintain
investments in at least three different countries outside the United States. The
Portfolio may invest up to 20% of its net assets in fixed-income securities,
including instruments issued by foreign governments and their agencies, and in
securities of U.S. companies which derive, or are expected to derive, a
significant portion of their revenues from their foreign operations. The Money
Manager will attempt to equal or exceed the net yield (after withholding taxes)
of the Morgan Stanley Capital International ("MSCI") EAFE + EMF Index.
================================================================================
Help Box: The MSCI EAFE & EMF Index is an unmanaged index of 41 developed
(excluding the United States) and emerging market countries, including Japan,
the United Kingdom, Germany and France.
================================================================================
All Portfolios
In response to market, economic, political or other conditions, each
Portfolio's Money Manager may temporarily use a different investment strategy
for defensive purposes. If a Money Manager does so, different factors could
affect a Portfolio's performance and the Portfolio may not achieve its
investment objective.
Each Portfolio is actively managed. Frequent trading of portfolio
securities will result in increased expenses for the Portfolios and may result
in increased taxable distributions to shareholders.
Each Portfolio's investment objective stated above is fundamental and may
not be changed without shareholder approval.
PRINCIPAL RISKS
This Prospectus describes the principal risks you would face as an investor
in a Portfolio. Many factors affect each Portfolio's performance. A Portfolio's
share price changes daily based on changes in the financial markets and interest
rates and in response to other economic, political or financial developments. A
Portfolio's reaction to these developments will be affected by the financial
condition, industry and economic sector, and geographic location of an issuer,
and the Portfolio's level of investment in the securities of that issuer. When
you sell your shares of a Portfolio, they could be worth more or less than what
you paid for them.
The following factors may significantly affect a Portfolio's performance.
Stock Market Volatility. The value of stocks fluctuates in response to
issuer, political, market and economic developments. In the short term, stock
prices can fluctuate dramatically in response to these developments.
Sector Risk. Different parts of the market can react differently to these
developments. For example, large cap stocks can react differently than small cap
stocks, and "growth" stocks can react differently than "value" stocks. Issuer,
political or economic developments can affect a single issuer, issuers within an
industry or economic sector or geographic region, or the market as a whole.
Interest Rate Changes. The stock market is dependent on general economic
conditions. Changes in interest rates can affect the performance of the stock
market.
Foreign Exposure. Foreign securities, foreign currencies, and securities
issued by U.S. entities with substantial foreign operations can involve
additional risks relating to political, economic or regulatory conditions in
foreign countries. These risks include fluctuations in foreign currencies;
withholding or other taxes; trading, settlement, custodial and other operational
risks; and the less stringent investor protection and disclosure standards of
some foreign markets.
Investing in emerging markets involves risks in addition to and greater
than those generally associated with investing in more developed foreign
markets. The extent of foreign development; political stability, market depth,
infrastructure and capitalization and regulatory oversight are generally less
than in more developed markets. Emerging market economies can be subject to
greater social, economic regulatory and political uncertainties. All of these
factors can make foreign investments, especially those in emerging markets, more
volatile and potentially less liquid than U.S. investments. In addition, foreign
markets can perform differently than the U.S. market.
Company Risk. Changes in the financial condition of an issuer, changes in
specific economic or political conditions that affect a particular type of
issuer, and changes in general economic or political conditions can affect the
credit quality or value of an issuer's securities. The value of securities of
smaller capitalization issuers can be more volatile than that of larger issuers.
================================================================================
Help Box: Like other mutual funds, the Portfolios could be aversely affected by
problems associated with the conversion of European currencies into the Euro and
the ability of computers to recognize the year 2000.
Accessor steps . . .Accessor Capital, as the manager, administrator and transfer
agent of Accessor Funds, has taken charge of ensuring that both Accessor Funds
and Accessor Capital will be able to effectively operate on January 1, 2000.
Accessor Capital has inventoried all computer systems, both hardware and
software, and has sought certification from all critical third party vendors.
Accessor Capital anticipates that Accessor Funds and Accessor Capital will be
fully operational.
================================================================================
<PAGE>
MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE OF THE PORTFOLIOS
Management and Administration. Accessor Capital Management LP, 1420 Fifth
Avenue, #3600, Seattle, Washington 98101, is the manager and administrator of
the Portfolios. Accessor Capital develops the investment programs for the
Portfolios, selects the Money Managers for the Portfolios, and monitors the
performance of the Money Managers. J. Anthony Whatley, III, is the Executive
Director of Accessor Capital. Ravindra A. Deo, Vice President and Chief
Investment Officer of Accessor Capital, is primarily responsible for the
day-to-day management of the Portfolios either directly or through interaction
with each Portfolio's Money Manager. Mr. Deo is also responsible for managing
the liquidity reserves of each Portfolio. The SEC issued an exemptive order that
allows the Fund to change a Portfolio's Money Manager without shareholder
approval, as long as, among other things, the Board of Directors has approved
the change in Money Manager and the Fund has notified the shareholders of the
affected Portfolio within 60 days of the change.
Each Portfolio pays Accessor Capital an annual management fee for providing
management and administration services equal to the following percentage of the
Portfolio's average daily net assets:
Management Fee to Accessor Capital
(as a percentage of
Portfolio average daily net assets)
--------- -------------------------
Growth 0.45%
Value and Income 0.45%
Small to Mid Cap 0.60%
International Equity 0.55%
Each Portfolio has also hired Accessor Capital to provide transfer agent,
registrar, dividend disbursing agent and certain other services to the
Portfolios. For providing these services, Accessor Capital receives (i) a fee
equal to 0.13% of the average daily net assets of each Portfolio, and (ii) a
transaction fee of $.50 per transaction.
Set forth below is information on each Portfolio's Money Manager and a
description of how each Money Manager is compensated for the services it
provides.
Growth Portfolio
Geewax Terker, 99 Starr Street, Phoenixville, PA 19460, is the Money
Manager of the Growth Portfolio. John J. Geewax is primarily responsible for the
day-to-day management and investment decisions for the Growth Portfolio. He has
worked at Geewax Terker since its founding in 1982. Mr. Geewax is assisted by
Christopher P. Ouimet. Mr. Ouimet joined Geewax Terker in 1994. Before joining
Geewax Terker, Mr. Ouimet worked at The Vanguard Group.
Geewax Terker earns a management fee calculated and paid quarterly that
consists of a basic fee and a performance fee. The basic fee is equal to an
annual rate of 0.10 % of the Growth Portfolio's average daily net assets. The
performance fee for any quarter depends on the percentage amount by which the
Growth Portfolio's performance exceeds or trails that of the S&P 500/BARRA
Growth Index during the applicable measurement period based on the following
schedule:
<TABLE>
<CAPTION>
Average Annual Performance Total
Differential vs. Annual Annual
Basic Fee Benchmark Index Performance Fee Fee
--------- --------------- --------------- ---
<S> <C> <C> <C>
0.10% Greater Than or Equal to 2.00% 0.22% 0.32%
Greater Than or Equal to 1.00% and Less Than 2.00% 0.20% 0.30%
Greater Than or Equal to 0.50% and Less Than 1.00% 0.15% 0.25%
Greater Than or Equal to 0.00% and Less Than 0.50% 0.10% 0.20%
Greater Than or Equal to -0.50% and Less Than 0.00% 0.05% 0.15%
Less Than -0.50% 0.00% 0.10%
</TABLE>
During the period from the sixth calendar quarter (3rd quarter 1998)
through the 13th calendar quarter (2nd quarter 2000) of Geewax Terker's
management of the Growth Portfolio, the applicable measurement period will be
the entire period since the commencement of Geewax Terker's management of the
Growth Portfolio with the exception of the quarter immediately preceding the
date of calculation. Commencing with the 14th quarter (3rd quarter 2000) of
Geewax Terker's management of the Growth Portfolio, the applicable measurement
period will consist of the 12 most recent calendar quarters, except for the
quarter immediately preceding the date of calculation.
Under the performance fee formula, Geewax Terker will receive a performance
fee if the Growth Portfolio's performance either exceeds the S&P 500/BARRA
Growth Index or trails the S&P 500/BARRA Growth Index by no more than 0.50%.
Under certain circumstances, Geewax Terker may receive a performance fee even if
the Growth Portfolio's total return is negative.
Value and Income Portfolio
Martingale, 222 Berkeley Street, Boston, MA 02116, is the Money Manager of
the Value and Income Portfolio. William E. Jacques is primarily responsible for
the investment decisions for the Value and Income Portfolio. Douglas E. Stark is
primarily responsible for the day-to-day management of the Value and Income
Portfolio. Mr. Jacques joined Martingale in 1987. Mr. Stark joined Martingale in
1996. Before joining Martingale, Mr. Stark was Senior Vice President and
Portfolio Manager at InterCoast Capital Company from 1994 to 1996. Prior to
that, he was Vice President and managed international stock portfolios at State
Street Global Advisors, an area of State Street Bank and Trust Company, from
1990 until 1994.
Martingale earns a management fee calculated and paid quarterly that
consists of a basic fee and a performance fee. The basic fee is equal to an
annual rate of 0.10 % of the Portfolio's average daily net assets. The
performance fee for any quarter depends on the percentage amount by which the
Value and Income Portfolio's performance exceeds or trails that of the S&P
500/BARRA Value Index during the applicable measurement period based on the
following schedule:
<TABLE>
<CAPTION>
Average Annual Performance Total
Differential vs. Annual Annual
Basic Fee Benchmark Index Performance Fee Fee
--------- --------------- --------------- ---
<S> <C> <C> <C>
0.10% Greater Than or Equal to 2.00% 0.22% 0.32%
Greater Than or Equal to 1.00% and Less Than 2.00% 0.20% 0.30%
Greater Than or Equal to 0.50% and Less Than 1.00% 0.15% 0.25%
Greater Than or Equal to 0.00% and Less Than 0.50% 0.10% 0.20%
Greater Than or Equal to -0.50% and Less Than 0.00% 0.05% 0.15%
Less Than -0.50% 0.00% 0.10%
</TABLE>
Commencing with the 14th quarter (1st quarter 1996) of Martingale's
management of the Value and Income Portfolio, the applicable measurement period
consists of the 12 most recent calendar quarters, excluding the quarter
immediately preceding the date of calculation.
Under the performance fee formula, Martingale will receive a performance
fee if the Value and Income Portfolio's performance either exceeds the S&P
500/BARRA Value Index or trails the S&P 500/BARRA Value Index by no more than
0.50%. Under certain circumstances, Martingale may receive a performance fee
even if the Value and Income Portfolio's total return is negative.
Small to Mid Cap Portfolio
Symphony, 555 California Street, San Francisco, CA 94104, is the money
manager of the Small to Mid Cap Portfolio. Praveen K. Gottipalli is primarily
responsible for the day-to-day management and investment decisions for the Small
to Mid Cap Portfolio. Mr. Gottipalli has been Director of Investments with
Symphony and its predecessor entities since March 1994. From 1985 to 1994, he
was with BARRA, Inc., where he was Director of the Active Strategies Group.
Symphony earns a management fee calculated and paid quarterly that consists
of a performance fee. The performance fee for any quarter depends on the
percentage amount by which the Small to Mid Cap Portfolio's performance exceeds
or trails that of the Wilshire 4500 Index during the applicable measurement
period based on the following schedule:
Average Annualized
Percentage Differential Annualized
vs. Wilshire 4500 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%
Commencing in the 14th quarter (1st quarter 1999) of Symphony's management
of the Small to Mid Cap Portfolio, the applicable measurement period consists of
the 12 most recent calendar quarters, excluding the quarter immediately
preceding the date of calculation.
Under the performance fee formula, Symphony will receive a performance fee
if the Small to Mid Cap Portfolio's performance either exceeds the Wilshire 4500
Index or trails the Wilshire 4500 Index by no more than 1.50%. Under certain
circumstances, Symphony may receive a performance fee even if the Small to Mid
Cap Portfolio's total return is negative.
International Equity Portfolio
Nicholas-Applegate, 600 West Broadway, 29th Floor, San Diego, CA 92101, is
the Money Manager for the International Equity Portfolio. Catherine Somhegyi,
Lawrence S. Speidell and Loretta J. Morris are primarily responsible for making
the day-to-day management and investment decisions for the International Equity
Portfolio. Ms. Somhegyi, Chief Investment Officer, Global Equity Management,
joined Nicholas-Applegate in 1987. Mr. Speidell, Partner and Director of Global
and Systematic Portfolio Management, joined Nicholas-Applegate in 1994. From
1983 to 1994, Mr. Speidell was a portfolio manager for Batterymarch Financial
Management. Ms. Morris, Partner and Senior Portfolio Manager, International,
joined Nicholas-Applegate in 1990.
Nicholas-Applegate earns a management fee calculated and paid quarterly
that consists of a basic fee and a performance fee. The basic fee is equal to an
annual rate of 0.20% of the Portfolio's average daily net assets. The
performance fee for any quarter depends on the percentage amount by which the
International Equity Portfolio's performance exceeds or trails that of the MSCI
EAFE + EMF Index during the applicable measurement period based on the following
schedule:
<TABLE>
<CAPTION>
Average Annual Performance Total
Differential vs. Annual Annual
Basic Fee Benchmark Index Performance Fee Fee
--------- --------------- --------------- ---
<S> <C> <C> <C>
0.20% Greater Than or Equal to 4.00% 0.40% 0.60%
Greater Than or Equal to 2.00% and Less Than 4.00% 0.30% 0.50%
Greater Than or Equal to 0.00% and Less Than 2.00% 0.20% 0.40%
Greater Than or Equal to -2.00% and Less Than 0.00% 0.10% 0.30%
Less Than -2.00% 0.00% 0.20%
</TABLE>
As of the 14th quarter (2nd quarter 1998) of Nicholas-Applegate's
management of the International Equity Portfolio, the applicable measurement
period consists of the 12 most recent calendar quarters, excluding the quarter
immediately preceding the date of calculation.
Under the performance fee formula, Nicholas-Applegate will receive a
performance fee if the International Equity Portfolio's performance either
exceeds the MSCI EAFE & EMF Index or trails the MSCI EAFE & EMF Index by no more
than 2.00%. Under certain circumstances, Nicholas-Applegate may receive a
performance fee even if the International Equity Portfolio's total return is
negative.
Total Management Fees for Fiscal Year 1998. The Portfolios paid the
following aggregate management fees in fiscal year 1998 to Accessor Capital and
each Portfolio's Money Manager:
Growth Portfolio: $793,447
Value and Income Portfolio: $884,970
Small to Mid Cap Portfolio: $1,971,674
International Equity Portfolio: $1,930,550
SHAREHOLDER INFORMATION
This section contains information on how to purchase, exchange and redeem
Investor Class shares. Information regarding the Portfolios' dividend and
distribution policies, as well as tax consequences of owning the Portfolios'
shares, is also discussed.
Investor Class shares are usually purchased through financial
intermediaries, such as banks, broker-dealers, registered investment advisers
and providers of fund supermarkets, who may receive a payment from Accessor
Funds for distribution, shareholder services and/or administrative services.
These financial intermediaries may also charge transaction, administrative or
other fees to shareholders, and may impose other limitations on buying, selling
or transferring shares, which are not described in this Prospectus. Some
features of the Investor Class shares, such as investment minimums, redemption
fees and certain trading restrictions, may be modified or waived by financial
intermediaries. Shareholders should contact their financial intermediary for
information on fees and restrictions.
Purchasing Investor Class Shares
Investors purchase Investor Class shares of the Portfolios at the
Portfolios' net asset value per share (NAV). The NAV is calculated by adding the
value of Portfolio assets attributable to Investor Class shares, subtracting
Portfolio liabilities attributable to the class, and dividing by the number of
outstanding Investor Class shares. The NAV is calculated each day that the New
York Stock Exchange (NYSE) is open for business. The Portfolios generally
calculate their NAV at the close of regular trading on the NYSE, generally 4:00
p.m. Eastern time. Shares are purchased at the NAV that is next calculated after
purchase requests are received by the Portfolios.
[graphic] Investor Class shares may not be purchased on days when the NYSE
is closed for trading: New Year's Day, Martin Luther King, Jr., Day,
Presidents Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day.
Short-term or excessive trading into and out of a Portfolio may harm
performance by disrupting portfolio management strategies and by increasing
expenses. Accordingly, a Portfolio may reject any purchase orders, including
exchanges, particularly from market timers or investors, who in Accessor
Capital's opinion, have a pattern of short-term or excessive trading or whose
trading has been or may be disruptive to that Portfolio. For these purposes,
Accessor Capital may consider an investor's trading history in that Portfolio or
other Portfolios, and accounts under common ownership or control.
Where to Purchase Shares. Investors purchase Investor Class shares from two
primary sources:
[graphic] directly from the Fund.
[graphic] through financial intermediaries, such as banks, broker-dealers,
registered investment advisers and providers of fund supermarkets.
Purchases from the Fund. Investors purchase Investor Class shares directly
from the Fund for no sales charge or commission. Accessor Capital must receive
payment for shares by 12:00 p.m. Eastern time on the business day following the
purchase request. All purchases must be made in U.S. dollars. Purchases may be
made any of the following ways:
[graphic] By Check. Checks made payable to "Accessor Funds, Inc." and drawn
on a U.S. bank should be mailed with the completed application or with
the account number noted on the check to
Accessor Funds, Inc.
P. 0. Box 1748
Seattle, WA 98111-9865
[graphic] By Federal Funds Wire. Wire instructions are described on the
account application.
[graphic] By Telephone. Shareholders with aggregate account balances of at
least $1 million may purchase Investor Class shares by telephone at
1-800-759-3504. To prevent unauthorized transactions, Portfolios may
use reasonable procedures to verify telephone requests.
[graphic] By Purchases In Kind. Under some circumstances, the Portfolios
may accept securities as payment for Investor Class shares. Such
securities would be valued the same way the Portfolios' securities are
valued. (See Valuation of Portfolio Securities, below.) See
"Additional Puchase and Redemption Information" in the Statement of
Additional Information.
Investment Minimums for Investor Class Shares Purchased from the Fund.
To Open an Account: $5,000 per Portfolio, or
$10,000 aggregated across all Portfolios of the Fund.
To Add to an Account: $1,000 per Portfolio, or
$2,000 aggregated across all the Portfolios of the Fund.
Investment minimums for IRA/Roth IRA Accounts will differ. (See below.)
Also, the Fund may accept smaller purchase amounts or reject any purchase order
that it believes may disrupt the management of the Portfolios.
For further information on purchasing Investor Class shares, please contact
Accessor Capital at (800) 759-3504.
IRA/Roth IRA Accounts. Investors may purchase Investor Class shares through
an Individual or Roth Retirement Custodial Account Plan. IRA/Roth IRA Accounts
with an aggregate balance of less than $10,000 across all Portfolios of the Fund
are assessed a $25.00 fee on December 31 of each year.
Investment Minimums for an IRA/Roth IRA Account.
To Open an Account: $2,000 aggregated across all Portfolios of the Fund.
To Add to an Account: $2,000 aggregated across all Portfolios of the Fund.
Copies of the IRA/ Roth IRA Account Plan may be obtained from Accessor Capital
at (800) 759-3504.
Exchanging Investor Class Shares
Investor Class shares of one Portfolio may be exchanged for shares of any
other Portfolio so long as shareholders meet the normal investment requirements
of the other Portfolio. Shareholders should read the prospectus of any other
Portfolio into which they are considering exchanging.
Exchanges Through the Fund. The Fund does not currently charge fees on
exchanges directly through the Fund. This exchange privilege may be modified or
terminated at any time by the Fund upon 60 days' notice to shareholders.
Exchanges may be made any of the following ways:
[graphic] By Mail. Share exchange instructions may be mailed to Accessor
Capital at P. 0. Box 1748, Seattle, WA 98111-9865.
[graphic] By Fax. Share exchange instructions may be faxed to Accessor
Capital at (206) 224-4274.
[graphic] By Telephone. Shareholders with aggregate account balances of at
least $1 million may exchange shares between Portfolios by telephone
at 1-800-759-3504. To prevent unauthorized transactions, Portfolios
may use reasonable procedures to verify telephone requests.
[graphic] An exchange of shares into a different Portfolio is a redemption
of shares and will be treated as a sale for tax purposes.
You should contact your Financial Intermediary directly to make exchanges.
Your Financial Intermediary may charge additional fees for these transactions.
Redemption of Portfolio Shares
Investors may request to redeem Investor Class shares on any day that the
NYSE is open for business. Shares will be redeemed at the next NAV calculated
after Accessor Capital receives the redemption request in proper form. Payment
will ordinarily be made within seven days of the request by wire-transfer to a
shareholder's domestic commercial bank account. Shares may be redeemed from the
Fund any of the following ways:
[graphic] By Mail. Redemption requests may be mailed to Accessor Capital at
P. 0. Box 1748, Seattle, WA 98111-9865.
[graphic] By Fax. Redemption requests may be faxed to Accessor Capital at
(206) 224-4274.
[graphic] By Telephone. Shareholders with aggregate account balances of at
least $1 million may request redemption of shares by telephone at
1-800-759-3504. To prevent unauthorized transactions, Portfolios may
use reasonable procedures to verify telephone requests.
Shareholders may request that payment be made by check to the shareholders
of record at the address of record. Such requests must be in writing.
Shareholders may also request that a redemption be made payable to someone other
than the shareholder of record or be sent to an address other than the address
of record. Such requests must be made in writing, be signed by all shareholders
of record, and accompanied by a signature guarantee. The Transfer Agent may
charge a $10.00 processing fee for each redemption check.
[graphic] Redemption requests for shares that were purchased by check will
be honored at the next NAV calculated after receipt of the redemption
request. However, redemption proceeds will not be transmitted until
the check used for the investment has cleared.
Shares also may be redeemed through financial intermediaries from whom
shares were purchased. Financial intermediaries may charge a fee for this
service.
Large redemptions may disrupt the management and performance of the
Portfolios. Each Portfolio reserves the right to delay delivery of your
redemption proceeds -- up to seven days -- if the Portfolio determines that the
redemption amount will disrupt the Portfolio's operation or performance. If you
redeem more than $250,000 worth of a Portfolio's shares within any 90-day
period, the Portfolio reserves the right the pay part or all of the redemption
proceeds above $250,000 in kind, i.e., in securities, rather than cash. If
payment is made in kind, you may incur brokerage commissions if you elect to
sell the securities.
Systematic Withdrawal Plan. Shareholders may request an automatic, monthly
redemption of shares under the Systematic Withdrawal Plan (minimum monthly
amount is $500). Applications for this plan may be obtained from the Fund and
must be received by the Fund ten calendar days before the first scheduled
withdrawal date. Systematic Withdrawal may be discontinued at any time by a
shareholder or the Fund.
Low Account Balances. The Fund may redeem any accounts with balances of
less than $500 per Portfolio or less than $2,000 in aggregate across the
Portfolios if the shareholder is not part of an Automatic Investment Plan.
Shareholders will be notified in writing when they have a low balance and will
have 60 days to purchase additional shares. Shares will not be redeemed if an
account drops below the minimum due to market fluctuations.
In the event of an emergency as determined by the Fund, the Fund may
suspend the right of redemption or postpone payments to shareholders. If the
Board of Directors determines a redemption payment may harm the remaining
shareholders of a Portfolio, the Portfolio may pay a redemption in whole or in
part by a distribution in kind of securities from the Portfolio.
Dividends and Distributions
Dividends. Each Portfolio intends to distribute annually to its
shareholders substantially all of its net investment income and its net realized
long- and short-term capital gains. The Board of Directors presently intends to
declare dividends on the following schedule:
Portfolio Declared Payable
- --------- -------- -------
Growth Quarterly, on last 1st business day
Value and Income business day of following end of
Small to Mid Cap quarter. calendar quarter
International Annually, 2nd to last Last business day
business day of of calendar year
calendar year
Other Distributions. The Board of Directors intends to declare capital
gains distributions annually, generally in mid-December. To satisfy distribution
requirements, however, Portfolios may also declare special year-end dividend and
capital gains distributions during the months of October, November or December.
Such distributions, if received by shareholders by January 31 of the following
year, are deemed to have been paid by Portfolios and received by shareholders on
December 31.
Automatic Reinvestment of Dividends and Distributions. All dividends and
distributions of Investor Class shares will be automatically reinvested in
additional shares of Investor Class shares of the Portfolio paying the dividend
or distribution unless shareholders elect to receive them in cash. Shareholders
may alternatively choose to invest dividends or distributions in Investor Class
shares of any other Portfolio of the Fund.
Valuation of Portfolio Securities
The Portfolios generally value their securities using market quotations.
However, short-term debt securities maturing in less than 60 days are valued
using amortized costs and securities for which market quotations are not readily
available are valued at fair value. Because foreign securities markets are open
on different days from U.S. markets, there may be instances when the NAV of a
Portfolio which invests in foreign securities changes on days when shareholders
are not able to buy or sell shares. If a security's value has been materially
affected by events occurring after the close of the exchange or market on which
the security is principally traded (for example, a foreign exchange or market),
that security may be valued by another method that the Board of Director's
believes accurately reflects fair value.
Taxation
Generally, dividends and short-term capital gains distributions that
shareholders receive from the Portfolios are taxable as ordinary income.
Distributions of other net capital gains are taxable as capital gains. Capital
gains taxes on distributions ordinarily depend upon the length of time
Portfolios hold securities, not the length of time shareholders own Portfolio
shares or whether shareholders reinvest distributions or receive them in cash.
The International Portfolio receives dividends and interest from foreign
issuers which may be subject to withholding taxes by foreign governments. If the
amount withheld by foreign governments is material, shareholders may be able to
claim a foreign tax credit.
At the conclusion of each calendar year, shareholders will receive
information regarding the taxability of dividends and distributions paid by the
Portfolios during the preceding year. Portfolios may be required to withhold and
remit to the United States Treasury 31 % of all taxable dividends, distributions
and redemption proceeds payable to shareholders who have not provided the
Portfolio with a taxpayer identification number. Shareholders should consult a
tax adviser for further information regarding the federal, state and local tax
consequences of an investment in the Investor Class shares of the Fund.
Distribution, Shareholder Service and Administrative Services Arrangements
The Fund has adopted a 12b-1 Plan that allows the Investor Class shares of
the Portfolios to pay distribution fees to financial intermediaries for sales
and distribution-related activities. The Fund has also adopted a shareholder
service plan under which the Investor Class shares of the Portfolios may pay
financial intermediaries for providing non-distribution related shareholder
services The combination of fees under the 12b-1 Plan and the shareholder
service plan will not exceed 0.25% in the aggregate annually.
The Fund has also adopted an administrative services plan to allow the
Investor Class shares of the Portfolios to pay financial intermediaries for
non-distribution related administrative services provided to shareholders. The
administrative services fees will not exceed 0.25% annually.
<PAGE>
FINANCIAL HIGHLIGHTS
[To be filed by subsequent amendment.]
<PAGE>
APPENDIX A
Description of Indices
The following information as to each index has been supplied by the
respective preparer of the index or has been obtained from other
publicly-available information.
Standard & Poor's 500 Composite Stock Price Index (1):
The purpose of the Standard & Poor's 500 Composite Stock Price Index (the
"S&P 500") is to portray the pattern of common stock price movement.
Construction of the index proceeds from industry groups to the whole. Currently
there are four groups: 400 Industrials, 40 Utilities, 20 Transportation and 40
Financial. Since some industries are characterized by companies of relatively
small stock capitalization, the index does not comprise the 500 largest
companies listed on the New York Stock Exchange.
Component stocks are chosen solely with the aim of achieving a distribution
by broad industry groupings that approximates the distribution of these
groupings in the New York Stock Exchange common stock population, taken as the
assumed model for the composition of the total market. Each stock added to the
index must represent a viable enterprise and must be representative of the
industry group to which it is assigned. Its market price movements must in
general be responsive to changes in industry affairs.
The formula adopted by S&P is generally defined as a "base-weighted
aggregative" expressed in relatives with the average value for the base period
(1941-1943) equal to 10. Each component stock is weighted so that it will
influence the index in proportion to its respective market importance. The most
suitable weighting factor for this purpose is the number of shares outstanding.
The price of any stock multiplied by number of shares outstanding gives the
current market value for that particular issue. This market value determines the
relative importance of the security.
Market values for individual stocks are added together to obtain their
particular group market value. These group values are expressed as a relative,
or index number, to the base period (1941-1943) market value. As the base period
market value is relatively constant, the index number reflects only fluctuations
in current market values.
S&P/BARRA Growth Index
S&P/BARRA Value Index:
BARRA, in collaboration with Standard and Poor's Corporation, has
constructed the S&P/BARRA Growth Index (the "Growth Index") and S&P/BARRA Value
Index (the "Value Index") to separate the S&P 500 into value stocks and growth
stocks.
The Growth and Value Indices are constructed by dividing the stocks in the
S&P 500 according to their price-to-book ratios. The Value Index contains firms
with lower price-to-book ratios and has 50 percent of the capitalization of the
S&P 500. The Growth Index contains the remaining members of the S&P 500. Each of
the indices is capitalization-weighted and is rebalanced semi-annually on
January 1 and July 1 of each year.
Although the Value Index is created based on price-to-book ratios, the
companies in the index generally have other characteristics associated with
"value" stocks: low price-to-earnings ratios, high dividend yields, and low
historical and predicted earnings growth. Because of these characteristics, the
Value Index historically has had higher weights in the Energy, Utility, and
Financial sectors than the S&P 500.
Companies in the Growth Index tend to have opposite characteristics from
those in the Value Index: high earnings-to-price ratios, low dividend yields,
and high earnings growth. Historically, the Growth Index has been more
concentrated in Electronics, Computers, Health Care and Drugs than the S&P 500.
As of December 31, 1996 there were 339 companies in the Value Index;
consequently there are 161 companies in the Growth Index.
Wilshire 4500 Index (2):
While the S&P 500 Index includes the preponderance of large market
capitalization stocks, it excludes most of the medium and small size companies
which comprise the remaining 33% of the capitalization of the U.S. stock market.
The Wilshire 4500 Index (an unmanaged index) consists of all U.S. stocks that
are not in the S&P 500 and that trade regularly on the New York and American
Stock Exchanges as well as in the NASDAQ over-the-counter market. The Wilshire
4500 Index is constructed from the Wilshire 5000 Equity Index, which measures
the performance of all U.S. headquartered equity securities with readily
available price data. Approximately 6500 capitalization weighted security
returns are used to adjust the Wilshire 5000 Equity Index. The Wilshire 5000
Equity Index was created by Wilshire Associates in 1974 to aid in performance
measurement. The Wilshire 4500 Index consists of the Wilshire 5000 Equity Index
after excluding the companies in the S&P 500.
Wilshire Associates view the performance of the Wilshire 5000's securities
several ways. Price and total return indices using both capital and equal
weightings are computed. The unit value of these four indices was set to 1.0 on
December 31, 1970.
Morgan Stanley Capital International EAFE(R) + EMF Index (3):
The Morgan Stanley Capital International ("MSCI") EAFE(R) + EMF Index is a
market capitalization weighted index composed of companies representative of the
market structure of 41 Developed and Emerging Market countries. The index is
calculated without dividends or with gross dividends reinvested, in both U.S.
Dollars and local currencies.
MSCI EAFE(R) Index is a market capitalization weighted index composed of
companies representative of the market structure of 19 Developed Market
countries in Europe, Australasia and the Far East. The index is calculated
without dividends, with net or with gross dividends reinvested, in both U.S.
Dollars and local currencies.
MSCI Emerging Markets Free ("EMF") Index is a market capitalization
weighted index composed of companies representative of the market structure of
26 Emerging Market countries in Europe, Latin America and the Pacific Basin. The
MSCI EMF Index excludes closed markets and those shares in otherwise free
markets which are not purchasable by foreigners.
The MSCI indices reflect stock market trends by representing the evolution
of an unmanaged portfolio containing a broad selection of domestically listed
companies. A dynamic optimization process which involves maximizing float and
liquidity, reflecting accurately the market's size and industry profiles, and
minimizing cross ownership is used to determine index constituents. Stock
selection also takes into consideration the trading capabilities of foreigners
in emerging market countries.
As of March 31, 1997, the MSCI EAFE(R) + EMF Index consisted of 2,032
companies traded on stock markets in 45 countries. The weighting of the MSCI
EAFE(R) + EMF Index by country was as follows:
Developed Markets: Australia 2.60%, Austria 0.36%, Belgium 1.12%, Denmark 0.84%,
Finland 0.63%, France 6.48%, Germany 8.07%, Hong Kong 3.11%, Ireland 0.30%,
Italy 2.78%, Japan 25.28%, Netherlands 4.44%, New Zealand 0.33%, Norway 0.51%,
Singapore 1.43%, Spain 1.97%, Sweden 2.33%, Switzerland 5.43%, United Kingdom
16.94%.
Emerging Markets: Argentina 0.51%, Brazil 2.08%, Chile 0.56%, China Free 0.08%,
Colombia 0.12%, Czech Republic 0.17%, Greece 0.22%, Hungary 0.07%, India 0.07%,
Indonesia 0.80%, Israel 0.77%, Jordan 0.31%, Korea Free 0.58%, Malaysia 2.32%,
Mexico Free 1.20%, Pakistan 0.10%, Peru 0.16%, Philippines Free 0.49%, Poland
0.07%, Portugal 0.31%, South Africa 1.73%, Sri Lanka 0.01%, Taiwan 1.36%,
Thailand 0.57%, Turkey 0.28%, Venezuela Free 0.15%.
Unlike other broad-based indices, the number of stocks included in MSCI
EAFE(R) + EMF Index is not fixed and may vary to enable the Index to continue to
reflect the primary home markets of the constituent countries. Changes in the
Index will be announced when made. MSCI EAFE(R) + EMF Index is a
capitalization-weighted index calculated by Morgan Stanley Capital International
based on the official closing prices for each stock in its primary local or home
market. The base value of the MSCI EAFE(R) + EMF Index was equal to 100.0 on
January 1, 1988. As of March month-end 1997, the current value of the MSCI
EAFE(R) + EMF Index was 188.5 (with gross dividends reinvested).
- ------------
(1) "Standard & Poor's," "S&P" and "S&P 500" are trademarks of Standard and
Poor's, a division of The McGraw-Hill Companies, Inc. The Growth and Value
and Income Portfolios are not sponsored, endorsed, sold or promoted by
Standard & Poor's.
(2) "Wilshire 4500" and "Wilshire 5000" are registered trademarks of Wilshire
Associates. The Small to Mid Cap Portfolio is not sponsored, endorsed, sold
or promoted by Wilshire Associates.
(3) "EAFE" is a registered trademark of Morgan Stanley Capital International.
The International Portfolio is not sponsored, endorsed, sold or promoted by
Morgan Stanley Capital International.
<PAGE>
[Back Cover]
Shareholder Reports. The Fund publishes Annual and Semi-Annual Reports, which
contain information about each Portfolio's recent performance, including:
[bullet] management's discussion about recent market conditions, economic
trends and portfolio strategies that affected the Portfolio's
performance over the recent period
[bullet] Portfolio performance data and financial statements
[bullet] Portfolio holdings
Statement of Additional Information. The SAI contains more detailed information
about the Fund and each Portfolio. The SAI is incorporated by reference into
this Prospectus, making it legally part of this Prospectus.
A free copy of the Fund's Annual Report, Semi-Annual Report and SAI are
available by contacting Accessor Capital at 1-800-759-3504 or by visiting
Accessor Capital's web site at www.accessor.com.
================================================================================
Help Box: Shareholder Reports, SAIs and other information are available for your
financial intermediary or from
Accessor Capital Management LP
1420 Fifth Street, #3600
Seattle, Washington 98101
800-759-3504
206-224-7420
web site: www.accessor.com
Securities and Exchange Commission
Washington, DC 20549-6009
800-SEC-0330 (Public Reference Section)
web site: www.sec.gov
You may obtain copies of documents from the SEC, upon payment
of duplicating fees, or view documents at the SEC's Public
Reference Room in Washington, D.C.
================================================================================
Accessor(R) is a registered trademark of Accessor Capital Management LP.
SEC file number: 811-06337.
<PAGE>
[FRONT COVER]
ACCESSOR(R) FUNDS, INC.
[LOGO]
Fixed-Income Portfolios
Advisor Class Shares
Intermediate Fixed-Income Portfolio
Short-Intermediate Fixed-Income Portfolio
Mortgage Securities Portfolio
U.S. Government Money Portfolio
Prospectus May 1, 1999
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this Prospectus. Any representation to
the contrary is a criminal offense.
<PAGE>
These Portfolios are:
----------------------------------------
[bullet]series of Accessor Funds, Inc. Diversification is the spreading of risk
(the "Fund") and part of the among a group of investment assets.
Accessor family of mutual Within a portfolio of bonds, it means
funds, currently eight reducing the risk of any individual bond
portfolios, each with two by holding bonds from a variety of
classes of shares, that offer companies. In a broader context,
investors a variety of diversification means investing among a
fixed-income and equity mutual variety of securities to reduce the
funds. importance of any one type or class of
security.
[bullet]intended to work together to
help investors realize the Asset allocation is a logical extension
benefits of asset allocation of the principle of diversification. It
and diversification. is a method of mixing uncorrelated asset
classes in precise combinations to
[bullet]managed and administered by optimize returns and reduce risks.
Accessor Capital Management
L.P. ("Accessor Capital"). Diversification and asset allocation do
not, however, guarantee investment
[bullet]sub-advised by Money Managers results.
("Money Managers") who are ----------------------------------------
selected and supervised by
Accessor Capital (other than
the U.S. Government Money
Portfolio which is advised
directly by Accessor Capital).
<PAGE>
TABLE OF CONTENTS
SUMMARY.......................................................................4
PERFORMANCE...................................................................7
EXPENSES......................................................................9
PORTFOLIO OBJECTIVES AND STRATEGIES..........................................11
PRINICIPAL RISKS.............................................................13
MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE OF THE PORTFOLIOS.............15
SHAREHOLDER INFORMATION......................................................18
FINANCIAL HIGHLIGHTS.........................................................24
APPENDIX A...................................................................25
<PAGE>
SUMMARY
Investment The Intermediate Fixed-Income The Short-Intermediate
Objective Portfolio seeks generation of Fixed-Income Portfolio seeks
and current income by investing preservation of capital and
Principle primarily in fixed-income generation of current income by
Strategies securities with durations of investing primarily in
between three and ten years and fixed-income securities with
a dollar-weighted average durations of between one and
portfolio duration that does not five years and a dollar-weighted
vary more or less than 20% from average portfolio duration that
that of the Lehman Brothers does not vary more or less than
Government/Corporate Index or 20% from that of the Lehman
another relevant index approved Brothers Government/Corporate
by the Board of Directors. 1-5 Year Index or another
relevant index approved by the
Board of Directors.
Cypress Asset Management Cypress is the Money Manager of
("Cypress") is the Money Manager the Portfolio. Cypress uses
of the Portfolio. Cypress uses quantitative analysis and risk
quantitative analyses and risk control methods to ensure that
control methods to ensure that the Portfolio's overall risk and
the Portfolio's overall risk and duration characteristics are
duration characteristics are consistent with the Lehman
consistent with the Lehman Brothers Government/ Corporate
Brothers Government/ Corporate 1-5 Year Index. Cypress seeks to
Index. The Portfolio seeks to enhance returns by
enhance returns by systematically overweighting its
systematically overweighting its investment in the corporate
investment in the corporate sector as compared to the Index.
sector as compared to the Index. The Portfolio also seeks to
The Portfolio also seeks to enhance returns by purchasing
enhance returns by purchasing odd lot securities and by
odd lot securities and by investing in undervalued
investing in undervalued securities.
securities.
Principal The principal risks of investing The principal risks of investing
Investment in the Portfolio include: in the Portfolio include:
Risks
Interest Rate Risk. Increases in Interest Rate Risk. Increases in
interest rates can cause the interest rates can cause the
price of a debt security to price of a debt security to
decrease. decrease.
Company Risk. Changes in the Company Risk. Changes in the
financial condition of an financial condition of an
issuer, changes in specific issuer, changes in specific
economic or political conditions economic or political conditions
that affect a particular issuer, that affect a particular issuer,
and changes in general economic and changes in general economic
or political conditions can or political conditions can
adversely affect the credit adversely affect the credit
quality or value of an issuer's quality or value of an issuer's
securities. securities.
- --------------------------------------------------------------------------------
An investment in the Portfolios is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
- --------------------------------------------------------------------------------
<PAGE>
SUMMARY
Investment Mortgage Securities Portfolio U.S. Government Money Portfolio
Objective The Mortgage Securities
and portfolio seeks generation of The U.S. Government Money
Principle current income by investing Portfolio seeks maximum current
Strategies primarily in mortgage-related income consistent with the
securities with an aggregate preservation of principal and
dollar-weighted average liquidity by investing primarily
portfolio duration that does not in short-term obligations issued
vary outside of a band of plus or guaranteed by the U.S.
or minus 20% from that of the Government, its agencies or
Lehman Brothers Mortgage-Backed instrumentalities.
Securities Index (the "LBM
Index") or another relevant
index approved by the Board of
Directors.
BlackRock, Inc. ("BlackRock") is Accessor Capital directly
the Money Manager of the invests the assets of the
Portfolio. BlackRock uses Portfolio. Accessor Capital uses
quantitative risk control quantitative analysis to
methods to ensure that the maximize the Portfolio's yield.
Portfolio's overall risk and The Portfolio seeks to maintain
duration characteristics are an average maturity of 90 days
consistent with an appropriate or less, while maintaining
benchmark. BlackRock's liquidity and maximizing current
investment philosophy and yield.
process centers around four key
principles: controlled duration;
relative value sector rotation
and security selection; rigorous
quantitative analysis to the
valuation of securities and
portfolios; and quality credit
analysis.
BlackRock's Investment Strategy
Committee determines the firm's
broad investment strategy based
on macroeconomics and market
trends, as well as input from
Risk Management and Credit
Committee professionals.
Portfolio managers then
implement this strategy by
selecting the sectors and
securities which offer the
greatest relative value within
the parameters of investment
guidelines
Principal The principal risks of investing The principal risks of investing
Investment in the Portfolio include: in the Portfolio include:
Risks
Interest Rate Risk. Increases in Interest Rate Risk. The
interest rates can cause the Portfolio's yield will vary and
price of a debt security to is expected to react to changes
decrease. The price of in short-term interest rates.
mortgage-related securities may
decrease more in relation to Inflation Risk: Over time, the
interest rate increases than real value of the Portfolio's
other debt securities. yield may be eroded by
inflation.
Issuer-Specific Risks. Changes
in the financial conditions of Stable Net Asset Value: Although
an issuer, changes in specific the U.S. Government Money
economic or political conditions Portfolio seeks to preserve the
that affect a particular issuer, value of your investment at
and changes in general economic $1.00 per share, it is possible
or political conditions can to lose money by investing in
adversely affect the credit the Portfolio.
quality or value of an issuer's
securities.
- --------------------------------------------------------------------------------
An investment in the Portfolios is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
- --------------------------------------------------------------------------------
<PAGE>
PERFORMANCE
The following tables illustrate changes in the performance of Advisor Class
Shares of the Portfolios from year to year and compare the performance of
Advisor Class Shares to the performance of a market index over time. As with all
mutual funds, how the portfolios have performed in the past is not an indication
of how they will perform in the future.
Intermediate Fixed-Income Portfolio
- -----------------------------------
Year by Year Total Returns
Calendar
Year 1992 1993 1994 1995 1996 1997 1998
- ---- ---- ---- ---- ---- ---- ---- ----
4.26 9.53 -5.24 18.26 2.56 8.62 8.38
[Bar
Chart]
Best Quarter: 2nd Q 1995 -- 6.13%
Worst Quarter: 1st Q 1994 -- -3.53%
Average Annual Total Returns
As of 12/31/98
1 Year 5 Years Life of
------ ------- -------
Fund*
Intermediate
Fixed-Income 8.38% 6.23% 6.87%
Portfolio
Lehman Brothers
Government/
Corporate Index 9.47% 7.30% 7.84%(1)
- ----------
* From 6/15/92
(1) Index measured from July 1, 1992.
Short-Intermediate Fixed-Income Portfolio
- -----------------------------------------
Year by Year Total Returns
Calendar
Year 1992 1993 1994 1995 1996 1997 1998
- ---- ---- ---- ---- ---- ---- ---- ----
4.12 5.63 -1.43 11.42 3.63 6.33 6.87
[Bar
Chart]
Best Quarter: 1st Q 1995 -- 3.58%
Worst Quarter: 1st Q 1994 -- -1.34%
Average Annual Total Returns
As of 12/31/98
1 Year 5 Years Life of
------ ------- -------
Fund*
Short-Intermediate
Fixed-Income 6.87% 5.28% 5.46%
Portfolio
Lehman Brothers
Government/
Corporate 1-5 7.64% 6.23% 6.57%(2)
Year Index
- ----------
* From 5/18/92
(2) Index measured from June 1, 1992.
<PAGE>
Mortgage Securities Portfolio
- -----------------------------
Year by Year Total Returns
Calendar
Year 1992 1993 1994 1995 1996 1997 1998
- ---- ---- ---- ---- ---- ---- ---- ----
3.93 7.26 -1.65 16.03 4.95 9.53 6.43
[Bar
Chart]
Best Quarter: 1st Q 1995 -- 5.11%
Worst Quarter: 1st Q 1994-- -1.21%
Average Annual Total Returns
As of 12/31/98
1 Year 5 Years Life of
------ ------- -------
Fund*
Mortgage
Securities 6.43% 6.90% 6.91%
Portfolio
Lehman Brothers
Mortgage-Backed
Securities Index 6.97% 7.23% 7.30%(1)
- ----------
* From 5/18/92
(1) Index measured from June 1, 1992.
U.S. Government Money Portfolio
- -------------------------------
Year by Year Total Returns
Calendar
Year 1992 1993 1994 1995 1996 1997 1998
- ---- ---- ---- ---- ---- ---- ---- ----
2.40 2.81 3.70 5.33 4.78 5.07 5.00
[Bar
Chart]
Best Quarter: 2nd Q 1995 -- 1.37%
Worst Quarter: 2nd Q 1993-- 0.66%
Average Annual Total Returns
As of 12/31/98
1 Year 5 Years Life of
------ ------- -------
Fund*
U.S.
Government 5.00% 4.77% 4.32%
Money Portfolio
90-day T-bill _____% _____% ______%
* From 4/9/92
The U.S. Government Money Portfolio's 7-day effective yield on 12/31/98 was
4.58%. For the Portfolio's current yield call toll-free (800) 759-3504.
<PAGE>
EXPENSES
The following tables describe the fees and expenses that you may pay if you
buy and hold Advisor Class Shares of the Portfolios.
<TABLE>
<CAPTION>
Shareholder Fees(a) Portfolios(b)
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
Intermediate Short-Intermediate Mortgage U.S. Government
Fixed-Income Fixed-Income Securities Money
Maximum Sales Charge imposed on Purchases (as a None None None None
% of offering price)
Maximum Sales Charge imposed on Reinvested None None None None
Dividends
Maximum Deferred Sales Charge None None None None
Check Redemption Fee (c) None None None None
Exchange Fee None None None None
</TABLE>
- -------------------------------------------------
(a) Shares of the Portfolios are expected to be sold primarily through
financial intermediaries that may charge shareholders a fee. These fees are
not included in the tables.
(b) An annual maintenance fee of $25.00 may be charged by the Transfer Agent to
each IRA Account with an aggregate balance of less than $10,000 on December
31 of each year.
(c) The Transfer Agent may charge a processing fee of $10.00 for each
redemption check requested by a shareholder.
<TABLE>
<CAPTION>
Fee Table Portfolios
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
Intermediate Short-Intermediate Mortgage U.S. Government
Annual Fund Operating Expenses Fixed-Income Fixed-Income Securities Money
(expenses deducted from a Portfolio's assets
as a percentage of average daily net assets)
Management Fees (a) 0.40% 0.40% 0.59% 0.25%
12b-1 Fees None None None None
Total Other Expenses 0.33% 0.35% 0.29% 0.28%
Total Annual Portfolio Operating Expenses 0.73% 0.75% 0.88% 0.53%
</TABLE>
(a) Management fees consist of the management fee paid to Accessor and the
Money Manager fees paid to the Money Managers of the Intermediate
Fixed-Income, Short-Intermediate Fixed-Income and Mortgage Securities
Portfolios. Accessor Capital receives only the management fee and not a
Money Manager fee for the U.S. Government Money Portfolio that it manages
directly.
<PAGE>
Expense Example: This example shows what an investor in Advisor Class Shares of
a Portfolio could pay over time. This example is intended to help you compare
the cost of investing in the Portfolios with the cost of investing in other
mutual funds.
The Example assumes that you invest $10,000 in Advisor Class Shares of a
Portfolio for the time periods indicated and then redeem all of your shares
by wire at the end of those periods. The Example does not include the
effect of the $10 fee for check redemption requests. The Example also
assumes that your investment has a 5% rate of return each year and that the
Portfolio's operating expenses remain the same. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:
Portfolios
-------------------------------------------------------------------
Intermediate Short-Intermediate Mortgage U.S. Government
Fixed-Income Fixed-Income Securities Money
1 Year $ 7 $ 8 $ 9 $ 5
3 Years $23 $24 $28 $17
5 Years $41 $42 $49 $30
10 Years $91 $93 $108 $66
<PAGE>
PORTFOLIO OBJECTIVES AND STRATEGIES
Intermediate Fixed-Income Portfolio
Investment Objective. Seeks generation of current income by investing
primarily in fixed-income securities with durations of between three and ten
years and a dollar-weighted average portfolio duration that does not vary more
or less than 20% from that of the Lehman Brothers Government/Corporate Index or
another relevant index approved by the Board of Directors.
Investment Strategies. The Portfolio seeks to achieve its objective by
investing at least 65% and generally more than 80% of its total assets in
fixed-income securities and will have a dollar-weighted average duration of
between three and ten years. The Portfolio invests principally in debt
securities with durations of between three and ten years and rated A or higher
by Standard & Poor's ("S&P") or Moody's Investors Services, Inc. ("Moody's") or
determined to be of equivalent quality by the Money Manager or Accessor Capital
at the time of purchase. The Portfolio may invest in the following debt
securities:
[bullet] U.S. government and agency bonds
[bullet] corporate bonds
[bullet] mortgage and asset backed securities
Investment selections will be based on fundamental economic, market and
other factors leading to variation by sector, maturity, quality and other
criteria appropriate to meet the Portfolio's objective. The Money Manager will
attempt to equal or exceed the total return performance of the Lehman Brothers
Government/Corporate Index (the "LBGC Index"). The Portfolio may utilize options
on U.S. Government securities, interest rate futures contracts and options on
interest rate futures contracts to reduce certain risks of its investments and
to attempt to enhance income, but not for speculation.
================================================================================
Help Box: The LBGC Index is an unmanaged index of fixed-rate government
and corporate bonds rated investment grade or higher.
================================================================================
Short-Intermediate Fixed Income Portfolio
Investment Objective. Seeks preservation of capital and generation of
current income by investing primarily in fixed-income securities with durations
of between one and five years and a dollar-weighted average portfolio duration
that does not vary more or less than 20% from that of the Lehman Brothers
Government/Corporate 1-5 Year Index or another relevant index approved by the
Board of Directors.
Investment Strategies. The Portfolio seeks to achieve its objective by
investing at least 65% and generally more than 80% of its total assets in
fixed-income securities and will have a dollar-weighted average duration of not
less than two years nor more than five years. The Portfolio invests principally
in fixed-income securities with durations between two and five years and rated A
or higher by S&P or Moody's or determined to be of equivalent quality by the
Money Manager or Accessor Capital at the time of purchase. The Money Manager
will attempt to equal or exceed the total return performance of the Lehman
Brothers Government/Corporate 1-5 Year Index. The Portfolio may utilize options
on U.S. Government securities, interest rate futures contracts and options on
interest rate futures contracts to reduce certain risks of its investments and
to attempt to enhance income, but not for speculation.
================================================================================
Help Box: The LBGC 1-5 Year Index is an unmanaged index of fixed-rate
government and corporate bonds rated investment grade or higher, all with
maturities of one to five years.
================================================================================
================================================================================
Help box: Securities rated A or higher by S&P and Moody's are considered
to be of "investment grade" and to have a strong capacity to pay interest and
repay principal.
================================================================================
Mortgage Securities Portfolio.
Investment Objective. Seeks generation of current income by investing
primarily in mortgage-related securities with an aggregate dollar-weighted
average portfolio duration that does not vary outside of a band of plus or minus
20% from that of the Lehman Brothers Mortgage-Backed Securities Index (the "LBM
Index") or another relevant index approved by the Board of Directors.
Investment Strategies. The Portfolio seeks to achieve its objective by
investing at least 65% and generally more than 80% of its total assets in
fixed-income securities and will have a dollar-weighted average duration of
between three and ten years. The Portfolio invests principally in debt
securities with durations of between three and ten years and rated A or higher
by S&P or Moody's or determined to be of equivalent quality by the Money Manager
or Accessor Capital at the time of purchase. The Portfolio may invest in the
following debt securities:
[bullet] U.S. government and agency mortgage backed securities
[bullet] corporate bonds
[bullet] mortgage backed securities
Investment selections will be based on fundamental economic, market and
other factors leading to variation by sector, maturity, quality and such other
criteria appropriate to meet the Portfolio's objective. The Money Manager will
attempt to equal or exceed the total return performance of the LBM Index. The
Portfolio may utilize options on U.S. Government securities, interest rate
futures contracts and options on interest rate futures contracts to reduce
certain risks of its investments and to attempt to enhance income, but not for
speculation.
================================================================================
Help Box: The LBGC Index is an unmanaged index of fixed-rate securities
backed by mortgage pools of the Government National Mortgage Association (GNMA),
Federal Loan Mortgage Corporations (FHLMC) and Federal National Mortgage
Association (FNMA).
================================================================================
U.S. Government Money Portfolio.
Investment Objective. Seeks maximum current income consistent with the
preservation of principal and liquidity by investing primarily in short-term
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.
Investment Strategies. The Portfolio follows industry guidelines concerning
the quality and maturity of the Portfolio's investments. The dollar-weighted
average portfolio maturity of the Portfolio will not exceed 90 days. The
Portfolio seeks to achieve its objective by investing at least 65% and generally
more than 80% of the Portfolio's total assets in fixed-income securities. The
Portfolio may enter into repurchase agreements collateralized by U.S. Government
securities.
The U.S. Government Money Portfolio seeks to maintain a stable share par of
$1.00 per share, although there is no assurance that it will be able to do so.
It is possible to lose money by investing in the U.S. Government Money
Portfolio.
All Portfolios
In response to market, economic, political or other conditions, each
Portfolio's Money Manager may adopt a temporary defensive position, including
investing in short-term and money market instruments. If a Money Manager does
so, different factors could affect a Portfolio's performance and the Portfolio
may not achieve its investment objective.
Each Portfolio is actively managed. Frequent trading of portfolio
securities will result in increased expenses for the Portfolios and may result
in increased taxable distributions to shareholders.
Each Portfolio's investment objective stated above is fundamental and may
not be changed without shareholder approval.
PRINCIPAL RISKS
Many factors affect the performance of the Portfolios. Each Portfolio's
yield and (except the U.S. Government Money Portfolio's) share price change
daily based on changes in interest rates and market conditions and in response
to other economic, political or financial developments. Each Portfolio's
reaction to these developments will be affected by the types, durations, and
maturities of the securities in which the Portfolio invests, the financial
condition, industry and economic sector, and geographic location of an issuer,
and the Portfolio's level of investment in the security types of that issuer.
When you sell your shares of a Portfolio, they may be worth more or less than
what you paid for them.
The following factors may significantly affect each Portfolio's
performance:
Market Volatility. Individual securities are expected to fluctuate a
response to issuers, general economic and market changes. An individual security
or category of securities may, however, fluctuate more or less than the market
as a whole.
Company Risks. Changes in the financial condition of an issuer, changes in
specific economic or political conditions that affect a particular type of
issuer, and changes in general economic or political conditions can adversely
affect the credit quality or value of an issuer's securities. The value of an
individual security or category of securities may be more volatile than the debt
market as a whole. Entities providing credit support or a maturity-shortening
structure are also affected by these types of changes. Any of a Portfolio's
holdings could have its credit downgraded or could default, which could affect
the Portfolio's performance. The risk of a credit rating downgrade or default of
U.S. Government securities, however, is considered remote,
Interest Rate Changes. Debt and money market securities have varying levels
of sensitivity to changes in interest rates. In general, the price of a debt or
money market security falls when interest rates rise and rises when interest
rates fall. Securities with longer durations generally are more sensitive to
interest rate changes. In other words, the longer the duration of a security,
the greater the impact a change in interest rates is likely to have on the
security's price. In addition, short-term securities tend to react to changes in
short-term interest rates, and long-term securities tend to react to changes in
long-term interest rates. Prepayments on assets underlying mortgage or other
asset backed securities held by a Portfolio can adversely affect those
securities' yield and price. When interest rates fall, the U.S. Government Money
Portfolio's yield will generally fall as well.
Prepayment Risk. Many types of debt securities, including mortgage
securities, are subject to prepayment risk. Prepayment occurs when the issuer of
a security can repay principal prior to the security's maturity. Securities
subject to prepayment generally offer less potential for gains during periods of
declining interest rates and similar or greater potential for loss in periods of
rising interest rates. In addition, the potential impact of prepayment features
on the price of a debt security can be difficult to predict and result in
greater volatility.
Inflation Risk. The real value of the U.S. Government Money Market
Portfolio's yield may be eroded by inflation over time. The Portfolio may
underperform the bond and equity markets over time.
================================================================================
Help Box: Like other mutual funds, the Portfolios could be adversely affected by
problems associated with the ability of computer systems to recognize the Year
2000.
Accessor Steps . . . Accessor Capital, as the manager transfer agent and
administrator of Accessor Funds, has taken charge of ensuring that both Accessor
Funds and Accessor Capital will be able to effectively operate on January 1,
2000. Accessor Capital has inventoried all computer systems, both hardware and
software, and has sought certification from all critical third party vendors.
Accessor Capital anticipates that Accessor Funds and Accessor Capital will be
fully operational.
================================================================================
MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE OF THE PORTFOLIOS
Management and Administration. Accessor Capital Management LP, 1420 Fifth
Avenue, #3600 Seattle, Washington 98101, is the manager and administrator of the
Portfolios. Accessor Capital develops the investment programs for the
Portfolios, selects the Money Managers for the Portfolios, and monitors the
performance of the Money Managers. In addition, Accessor Capital invests the
assets of the U.S. Government Money Portfolio. J. Anthony Whatley, III, is the
Executive Director of Accessor Capital. Ravindra A. Deo, Vice President and
Chief Investment Officer of Accessor Capital, is primarily responsible for the
day-to-day management of the Portfolios either directly or through interaction
with each Portfolio's Money Manager. Mr. Deo is also responsible for managing
the liquidity reserves of each Portfolio. The SEC issued an exemptive order that
allows the Fund to change a Portfolio's Money Manager without shareholder
approval, as long as, among other things, the Board of Directors has approved
the change in Money Manager and the Fund has notified the shareholders of the
affected Portfolio within 60 days of the change.
Each Portfolio pays Accessor Capital an annual management fee for providing
management and administration services equal to the following percentage of the
Portfolio's average daily net assets:
Management Fee to Accessor Capital
(as a percentage of
Portfolio average daily net assets)
--------- -------------------------
Intermediate Fixed-Income 0.36%
Short-Intermediate Fixed-Income 0.36%
Mortgage Securities 0.36%
U.S. Government Money 0.25%
Each Portfolio has also hired Accessor Capital to provide transfer agent,
registrar, dividend disbursing agent and certain other services to the
Portfolios. For providing these services, Accessor Capital receives (i) a fee
equal to 0.13% of the average daily net assets of each Portfolio, and (ii) a
transaction fee of $.50 per transaction.
Set forth below is information on each Portfolio's Money Manager and a
description of how each Money Manager is compensated for the services it
provides.
Intermediate Fixed-Income and Short-Intermediate Fixed-Income
Cypress Asset Management ("Cypress") became the Money Manager of the
Intermediate Fixed-Income Portfolio and the Short-Intermediate Fixed-Income
Portfolio on September 21, 1998. Mr. Xavier Urpi, President and Chief Investment
Officer, is primarily responsible for day-to-day management and investment
decisions and is assisted by Ms. Rosemary Brooks, Manager of Operations. 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.
Cypress earns a management fee from each Portfolio calculated and paid
quarterly that consists of a basic fee and a portfolio management fee. During
the first five complete calendar quarters of management, the basic fee and the
portfolio management fee are both equal to an annual rate of 0.02%, or 0.04%, of
the Portfolio's average daily net assets.
Before Cypress became the money manager of these Portfolios, Smith Barney
Capital Management was the money manager of the Intermediate Fixed-Income
Portfolio and Bankers Trust Company was the money manager of the
Short-Intermediate Fixed-Income Portfolio. The former money managers each
managed their Portfolio from inception in 1992 until April 30, 1998. Beginning
on May 1, 1998, until September 21, 1998, when Cypress started, Accessor Capital
invested the assets of these two Portfolios directly.
The overall maximum fee for the first five complete 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 each Portfolio has
currently negotiated a reduction in the Money Manager fee to a maximum of 0.04%
payable to Cypress during the first five calendar quarters of management, it is
possible that in the future the fee could be modified. In no event, however,
shall the maximum Money Manager fee payable by these Portfolios be greater than
0.15% during the first five complete calendar quarters, without a vote of the
shareholders.
Beginning with the sixth complete calendar quarter, Cypress will earn the
basic fee described above and a performance fee, calculated and paid quarterly.
The performance fee for any quarter depends on the percentage amount by which
each Portfolio's performance exceeds or trails that of its respective Benchmark
Index, the Lehman Brothers Government/Corporate Index (Intermediate
Fixed-Income) and the Lehman Brothers Government/Corporate 1-5 Year Index
(Short-Intermediate Fixed-Income) during the applicable measurement period based
on the following schedule:
Average Annual
Performance Total
Differential vs. Annual Annual
Basic Fee Benchmark 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 0.05% plus 1/2
to 0.70% (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 measurement period from the sixth calendar quarter (2nd quarter 2000)
through the 13th calendar quarter (2nd quarter 2002) of Cypress' management of
each Portfolio, will be the entire period since the commencement of Cypress'
management of each Portfolio, excluding the quarter immediately preceding the
date of calculation. Commencing with the 14th quarter (3rd quarter 2002) of
Cypress' management of each Portfolio, the applicable measurement period will
consist of the 12 most recent calendar quarters, excluding the quarter
immediately preceding the date of calculation.
Under the performance fee formula, Cypress will receive a performance fee
if either Intermediate Fixed Income Portfolio's or Short-Intermediate
Fixed-Income Portfolio's performance either exceeds the Lehman Brothers
Corporate Government Index or the Lehman Brother Corporate Government 1-5 Year
Index, respectively, or trails the respective Index by no more than 0.35%. Under
certain circumstances, Cypress may receive a performance fee even if a
Portfolio's total return is negative.
Mortgage Securities Portfolio
BlackRock is the Money Manager of the Mortgage Securities Portfolio.
BlackRock is a registered investment adviser and is organized such that
day-to-day management and investment decisions are made by a committee and no
one person is primarily responsible for making recommendations to that
committee.
The Mortgage Securities Portfolio pays BlackRock a management fee that
consists of a basic fee and a performance fee. The management fee is calculated
and paid quarterly. The basic fee is equal to an annual rate of 0.07 % of the
Portfolio's average daily net assets. The performance fee for any quarter
depends on the percentage amount by which the Mortgage Securities Portfolio's
performance exceeds or trails that of the Lehman Brothers Mortgage-Backed
Securities Index Value Index during the applicable measurement period based on
the following schedule:
Average Annual
Performance Total
Differential vs. Annual Annual
Basic Fee Benchmark Index Performance Fee Fee
--------- --------------- --------------- ---
0.07% Greater Than or Equal
To 2.00% 0.18% 0.25%
Greater Than or
Equal To 0.50% and
Less Than 2.00% 0.16% 0.23%
Greater Than or
Equal To 0.25% and
Less Than 0.50% 0.12% 0.19%
Greater Than or
Equal To -025. and
Less Than 0.25% 0.08% 0.15%
Greater Than -0.50% and
Less Than -0.25% 0.04% 0.11%
Less Than or
Equal To -0.50% 0.00% 0.07%
The measurement period consists of the 12 most recent calendar quarters,
excluding the quarter immediately preceding the date of calculation.
Under the performance fee formula, BlackRock will receive a performance fee
if the Mortgage Securities Portfolio's performance either exceeds the Lehman
Brothers Mortgage-Backed Securities Index or trails the Lehman Brothers
Mortgage-Backed Securities Index by no more than 0.50%. Under certain
circumstances, BlackRock may receive a performance fee even if the Mortgage
Securities Portfolio's total return is negative.
U.S. Government Money Portfolio
Accessor Capital directly invests the assets of the U.S. Government Money
Portfolio. Accessor Capital receives no additional fee beyond its management
fee, described above, for this service.
Total Management Fees for Fiscal Year 1998. The Portfolios paid the
following aggregate management fees in fiscal year 1998 to Accessor Capital and
the Portfolio's Money Manager:
Intermediate Fixed-Income Portfolio: $222,380
Short-Intermediate Fixed-Income Portfolio: $196,789
Mortgage Securities Portfolio: $804,501
U.S. Government Money Portfolio: $175,047
SHAREHOLDER INFORMATION
This section contains information on how to purchase, exchange and redeem
Advisor Class shares. Information regarding the Portfolios' dividend and
distribution policies, as well as tax consequences of owning the Portfolios'
shares, is also discussed.
Advisor Class shares may be purchased directly from Accessor Funds at no
charge or through financial intermediaries, such as banks, broker-dealers,
registered investment advisers and providers of fund supermarkets. These
financial intermediaries may charge transaction, administrative or other fees to
shareholders and may impose other limitations on buying, selling or transferring
shares that are not described in this Prospectus. Some features of the Advisor
Class shares, such as investment minimums, redemption fees and certain trading
restrictions, may be modified or waived by financial intermediaries.
Shareholders should contact their financial intermediary for information on fees
and restrictions.
Purchasing Advisor Class Shares
Investors purchase Advisor Class shares of the Portfolios at the net asset
value per share (NAV). The NAV is calculated by adding the value of Portfolio
assets attributable to Advisor Class shares, subtracting Portfolio liabilities
attributable to the class, and dividing by the number of outstanding Advisor
Class shares. The NAV is calculated each day that the New York Stock Exchange
(NYSE) is open for business. The Portfolios generally calculate their NAV at the
close of regular trading on the NYSE, generally 4:00 p.m. Eastern time. Shares
are purchased at the NAV that is next calculated after purchase requests are
received by the Portfolios.
[graphic] Advisor Class shares may not be purchased on days when the NYSE
is closed for trading: New Year's Day, Martin Luther King, Jr., Day,
Presidents Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day.
Short-term or excessive trading into and out of a Portfolio may harm
performance by disrupting portfolio management strategies and by increasing
expenses. Accordingly, a Portfolio may reject any purchase orders, including
exchanges, particularly from market timers or investors, who in the Money
Manager's opinion, have a pattern of short-term or excessive trading or whose
trading has been or may be disruptive to that Portfolio. For these purposes, the
Money Manager may consider an investor's trading history in that Portfolio or
other Portfolios, and accounts under common ownership or control.
Where to Purchase Shares. Investors purchase Advisor Class shares from two
primary sources:
[graphic] directly from the Fund.
[graphic] through financial intermediaries, such as banks, broker-dealers,
registered investment advisers and providers of fund supermarkets.
If Accessor Capital receives a purchase order for shares of U.S. Government
Money Portfolio on any business day and the invested monies are wired before
9:00 a.m., Pacific time, the shareholder will be entitled to receive that day's
dividend.
Purchases from the Fund. Investors purchase Advisor Class shares directly
from the Fund for no sales charge or commission. Accessor Capital must receive
payment for shares by 12:00 p.m. Eastern time on the business day following the
purchase request. All purchases must be made in U.S. dollars. Purchases may be
made any of the following ways:
[graphic] By Check. Checks made payable to "Accessor Funds, Inc." and drawn
on a U.S. bank should be mailed with the completed application or with
the account number noted on the check to
Accessor Funds, Inc.
P. 0. Box 1748
Seattle, WA 98111-9865
[graphic] By Federal Funds Wire. Wire instructions are described on the
account application.
[graphic] By Telephone. Shareholders with aggregate account balances of at
least $1 million may purchase Advisor Class shares by telephone at
1-800-759-3504. To prevent unauthorized transactions, Portfolios may
use reasonable procedures to verify telephone requests.
[graphic] By Purchases In Kind. Under some circumstances, the Portfolios
may accept securities as payment for Advisor Class shares. Such
securities would be valued the same way the Portfolios' securities are
valued. (See Valuation of Portfolio Securities, below.) See
"Additional Purchase and Redemption Information" in the Statement of
Additional Information.
Investment Minimums for Advisor Class Shares Purchased from the Fund.
- ---------------------------------------------------------------------
To Open an Account: $5,000 per Portfolio, or
$10,000 aggregated across all Portfolios of the Fund.
To Add to an Account: $1,000 per Portfolio, or
$2,000 aggregated across all the Portfolios of the Fund.
Investment minimums for IRA/Roth IRA Accounts will differ. (See below.)
Also, the Fund may accept smaller purchase amounts or reject any purchase order
that it believes may disrupt the management of the Portfolios.
For further information on purchasing Advisor Class shares, please contact
Accessor Capital at (800) 759-3504.
IRA/Roth IRA Accounts. Investors may purchase Advisor Class shares through
an Individual or Roth Retirement Custodial Account Plan. IRA/Roth IRA Accounts
with an aggregate balance of less than $10,000 across all Portfolios of the Fund
are assessed a $25.00 fee on December 31 of each year.
Investment Minimums for an IRA/Roth IRA Account.
- ------------------------------------------------
To Open an Account: $2,000 aggregated across all Portfolios of the Fund.
To Add to an Account: $2,000 aggregated across all Portfolios of the Fund.
Copies of the IRA/Roth IRA Account Plan may be obtained from Accessor Capital at
(800) 759-3504.
Exchanging Advisor Class Shares
Advisor Class shares may be exchanged for shares of any other Portfolio so
long as shareholders meet the normal investment requirements of the other
Portfolio. Shareholders should read the prospectus of any other Portfolio into
which they are considering exchanging.
Exchanges Through the Fund. The Fund does not currently charge fees on
exchanges directly through the Fund. This exchange privilege may be modified or
terminated at any time by the Fund upon 60 days' notice to shareholders.
Exchanges may be made any of the following ways:
[graphic] By Mail. Share exchange instructions may be mailed to Accessor
Capital at P. 0. Box 1748, Seattle, WA 98111-9865.
[graphic] By Fax. Share exchange instructions may be faxed to Accessor
Capital at (206) 224-4274.
[graphic] By Telephone. Shareholders with aggregate account balances of at
least $1 million may exchange shares between Portfolios by telephone
at 1-800-759-3504. To prevent unauthorized transactions, Portfolios
may use reasonable procedures to verify telephone requests.
An exchange of shares into a different Portfolio is a redemption of shares
and will be treated as a sale for tax purposes.
You should contact your Financial Intermediary directly to make exchanges.
Your Financial Intermediary may charge additional fees for these transactions.
Redemption of Portfolio Shares
Investors may request to redeem Advisor Class shares on any day that the
NYSE is open for business. Shares will be redeemed at the next NAV calculated
after Accessor Capital receives the redemption request in proper form. Payment
will ordinarily be made within seven days of the request by wire-transfer to a
shareholder's domestic commercial bank account. Shares may be redeemed from the
Fund in any of the following ways:
[graphic] By Mail. Redemption requests may be mailed to Accessor Capital at
P. 0. Box 1748, Seattle, WA 98111-9865.
[graphic] By Fax. Redemption requests may be faxed to Accessor Capital at
(206) 224-4274.
[graphic] By Telephone. Shareholders with aggregate account balances of at
least $1 million may request redemption of shares by telephone at
1-800-759-3504. To prevent unauthorized transactions, Portfolios may
use reasonable procedures to verify telephone requests.
Shareholders may request that payment be made by check to the shareholders
of record at the address of record. Such requests must be in writing.
Shareholders may also request that a redemption be made payable to someone other
than the shareholder of record or be sent to an address other than the address
of record. Such requests must be made in writing, be signed by all shareholders
of record, and accompanied by a signature guarantee. The Transfer Agent may
charge a $10.00 processing fee for each redemption check.
[graphic] Redemption requests for shares that were purchased by check will
be honored at the next NAV calculated after receipt of the redemption
request. However, redemption proceeds will not be transmitted until
the check used for the investment has cleared.
Shares also may be redeemed through financial intermediaries from whom
shares were purchased. Financial intermediaries may charge a fee for this
service.
Large redemptions may disrupt the management and performance of the
Portfolios. Each Portfolio reserves the right to delay delivery of your
redemption proceeds -- up to seven days -- if the Portfolio determines that the
redemption amount will disrupt the Portfolio's operation or performance. If you
redeem more than $250,000 worth of a Portfolio's shares within any 90-day
period, the Portfolio reserves the right the pay part or all of the redemption
proceeds above $250,000 in kind, i.e., in securities, rather than cash. If
payment is made in kind, you may incur brokerage commissions if you elect to
sell the securities.
Systematic Withdrawal Plan. Shareholders may request an automatic, monthly
redemption of shares under the Systematic Withdrawal Plan (minimum monthly
amount is $500). Applications for this plan may be obtained from the Fund and
must be received by the Fund ten calendar days before the first scheduled
withdrawal date. Systematic Withdrawal may be discontinued at any time by a
shareholder or the Fund.
Low Account Balances. The Fund may redeem any accounts with balances of
less than $500 per Portfolio or less than $2,000 in aggregate across the
Portfolios if the shareholder is not part of an Automatic Investment Plan.
Shareholders will be notified in writing when they have a low balance and will
have 60 days to purchase additional shares. Shares will not be redeemed if an
account drops below the minimum due to market fluctuations.
In the event of an emergency as determined by the Fund, the Fund may
suspend the right of redemption or postpone payments to shareholders. If the
Board of Directors determines a redemption payment may harm the remaining
shareholders of a Portfolio, the Portfolio may pay a redemption in whole or in
part by a distribution in kind of securities from the Portfolio.
Dividends and Distributions
Dividends. Each Portfolio intends to distribute annually to its
shareholders substantially all of its net investment income and its net realized
long- and short-term capital gains. The Board of Directors presently intends to
declare dividends on the following schedule:
Portfolio Declared Payable
- --------- -------- -------
U.S. Government Money Daily 1st business day
following end of
calendar quarter
Intermediate Fixed-Income Monthly, on last 1st business day
Short-Intermediate Fixed-Income business day of following end of
Mortgage Securities month calendar quarter
Other Distributions. The Board of Directors intends to declare capital
gains distributions annually, generally in mid-December. To satisfy distribution
requirements, however, Portfolios may also declare special year-end dividend and
capital gains distributions during the months of October, November or December.
Such distributions, if received by shareholders by January 31 of the following
year, are deemed to have been paid by Portfolios and received by shareholders on
December 31.
Automatic Reinvestment of Dividends and Distributions. All dividends and
distributions of Advisor Class shares will be automatically reinvested in
additional shares of Advisor Class shares of the Portfolio paying the dividend
or distribution unless shareholders elect to receive them in cash. Shareholders
may alternatively choose to invest dividends or distributions in Advisor Class
shares of any other Portfolio of the Fund.
Valuation of Portfolio Securities
The Portfolios generally value their securities using market quotations.
However, short-term debt securities maturing in less than 60 days are valued
using amortized costs and securities for which market quotations are not readily
available are valued at fair value. If a security's value has been materially
affected by events occurring after the close of the exchange or market on which
the security is principally traded, that security may be valued by another
method that the Board of Directors believes accurately reflects fair value.
Taxation
Generally, dividends and short-term capital gains distributions that
shareholders receive from the Portfolios are taxable as ordinary income.
Distributions of other net capital gains are taxable as capital gains. Capital
gains taxes on distributions ordinarily depend upon the length of time
Portfolios hold securities, not the length of time shareholders own Portfolio
shares or whether shareholders reinvest distributions or receive them in cash.
At the conclusion of each calendar year, shareholders will receive
information regarding the taxability of dividends and distributions paid by the
Portfolios during the preceding year. Portfolios may be required to withhold and
remit to the United States Treasury 31 % of all taxable dividends, distributions
and redemption proceeds payable to shareholders who have not provided the
Portfolio with a taxpayer identification number. Shareholders should consult a
tax adviser for further information regarding the federal, state and local tax
consequences of an investment in the Advisor Class shares of the Fund.
<PAGE>
FINANCIAL HIGHLIGHTS
[To be filed by subsequent amendment]
<PAGE>
APPENDIX A
DESCRIPTION OF INDICES
The following information as to each index has been supplied by the
respective preparer of the index or has been obtained from other
publicly-available information.
Lehman Brothers Government/Corporate Index (Intermediate Fixed-Income Portfolio)
Lehman Brothers Government/Corporate 1-5 Year Index (Short-Intermediate Fixed-
Income Portfolio)
Lehman Brothers Mortgage-Backed Securities Index (Mortgage Securities
Portfolio)
The Lehman Brothers Bond Indices include fixed-rate debt issues rated
investment grade or higher by Moody's, S&P, or Fitch Investors Service, Inc. All
issues have at least one year to maturity and an outstanding par value of at
least $100 million for U.S. Government issues and $25 million for all others.
Price, coupon and total return are reported for all sectors on a month-end to
month-end basis. All returns are market value weighted inclusive of accrued
interest.
The Lehman Brothers Government/Corporate Index is made up of the Government
and Corporate Bond Indices.
The Government Bond Index is made up of the Treasury Bond Index (all public
obligations of the United States Treasury, excluding flower bonds and foreign
targeted issues) and the Agency Bond Index (all publicly issued debt of U.S.
Government agencies and quasi-federal corporations, and corporate debt
guaranteed by the U.S. Government). The Government Bond Index also includes the
1-3 Year Government Index, composed of Agency and Treasury securities with
maturities of one to three years, and the 20 Year Treasury Index, comprising
Treasury issues with 20 years or more to maturity.
The Corporate Bond Index includes all publicly issued, fixed-rate,
nonconvertible investment grade domestic corporate debt. Also included are
Yankee bonds, which are dollar-denominated SEC registered public, nonconvertible
debt issued or guaranteed by foreign sovereign governments, municipalities or
governmental agencies, or international agencies.
The 1-5 Year Government/Corporate Index is composed of Agency and Treasury
securities and corporate securities of the type referred to in the preceding
paragraph, all with maturities of one to five years.
The Mortgage-Backed Securities Index covers all fixed-rate securities
backed by mortgage pools of the Government National Mortgage Association (GNMA),
Federal Home Loan Mortgage Corporation (FHLMC) and Federal National Mortgage
Association (FNMA). Graduated Payment Mortgages (GPMs) are included, but
Graduated Equity Mortgages (GEMs) are not.
<PAGE>
[Back Cover]
Shareholder Reports. The Fund publishes Annual and Semi-Annual Reports, which
contain information about each Portfolio's recent performance, including:
[bullet] management's discussion about recent market conditions, economic
trends and portfolio strategies that affected the Portfolio's
performance over the recent period
[bullet] Portfolio performance data and financial statements
[bullet] Portfolio holdings
Statement of Additional Information. The SAI contains more detailed information
about the Fund and each Portfolio. The SAI is incorporated by reference into
this Prospectus, making it legally part of this Prospectus.
A free copy of the Fund's Annual Report, Semi-Annual Report and SAI are
available by contacting Accessor Capital at 1-800-759-3504 or by visiting
Accessor Capital's web site at www.accessor.com.
================================================================================
Help Box: Shareholder Reports, SAIs and other information are
available for your financial intermediary or from
Accessor Capital Management LP
1420 Fifth Street, #3600
Seattle, Washington 98101
800-759-3504
206-224-7420
web site: www.accessor.com
Securities and Exchange Commission
Washington, DC 20549-6009
800-SEC-0330 (Public Reference Section)
web site: www.sec.gov
You may obtain copies of documents from the SEC, upon payment
of duplicating fees, or view documents at the SEC's Public
Reference Room in Washington, D.C.
================================================================================
Accessor(R) is a registered trademark of Accessor Capital Management LP.
SEC file number: 811-06337.
<PAGE>
[FRONT COVER]
ACCESSOR(R) FUNDS, INC.
[LOGO]
Fixed-Income Portfolios
Investor Class Shares
Intermediate Fixed-Income Portfolio
Short-Intermediate Fixed-Income Portfolio
Mortgage Securities Portfolio
U.S. Government Money Portfolio
Prospectus May 1, 1999
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this Prospectus. Any representation to
the contrary is a criminal offense.
<PAGE>
These Portfolios are:
----------------------------------------
[bullet]series of Accessor Funds, Inc. Diversification is the spreading of risk
(the "Fund") and part of the among a group of investment assets.
Accessor family of mutual Within a portfolio of bonds, it means
funds, currently eight reducing the risk of any individual bond
portfolios, each with two by holding bonds from a variety of
classes of shares, that offer companies. In a broader context,
investors a variety of diversification means investing among a
fixed-income and equity mutual variety of securities to reduce the
funds. importance of any one type or class of
security.
[bullet]intended to work together to
help investors realize the Asset allocation is a logical extension
benefits of asset allocation of the principle of diversification. It
and diversification. is a method of mixing uncorrelated asset
classes in precise combinations to
[bullet]managed and administered by optimize returns and reduce risks.
Accessor Capital Management
L.P. ("Accessor Capital"). Diversification and asset allocation do
not, however, guarantee investment
[bullet]sub-advised by Money Managers results.
("Money Managers") who are ----------------------------------------
selected and supervised by
Accessor Capital (other than
the U.S. Government Money
Portfolio which is advised
directly by Accessor Capital).
<PAGE>
TABLE OF CONTENTS
SUMMARY........................................................................4
PERFORMANCE....................................................................6
EXPENSES.......................................................................8
PORTFOLIO OBJECTIVES AND STRATEGIES...........................................10
PRINICIPAL RISKS..............................................................12
MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE OF THE
PORTFOLIOS....................................................................13
SHAREHOLDER INFORMATION.......................................................16
FINANCIAL HIGHLIGHTS..........................................................23
APPENDIX A....................................................................24
<PAGE>
SUMMARY
Investment The Intermediate Fixed-Income The Short-Intermediate
Objective Portfolio seeks generation of Fixed-Income Portfolio seeks
and current income by investing preservation of capital and
Principle primarily in fixed-income generation of current income by
Strategies securities with durations of investing primarily in
between three and ten years and fixed-income securities with
a dollar-weighted average durations of between one and
portfolio duration that does not five years and a dollar-weighted
vary more or less than 20% from average portfolio duration that
that of the Lehman Brothers does not vary more or less than
Government/Corporate Index or 20% from that of the Lehman
another relevant index approved Brothers Government/Corporate
by the Board of Directors. 1-5 Year Index or another
relevant index approved by the
Board of Directors.
Cypress Asset Management Cypress is the Money Manager of
("Cypress") is the Money Manager the Portfolio. Cypress uses
of the Portfolio. Cypress uses quantitative analysis and risk
quantitative analyses and risk control methods to ensure that
control methods to ensure that the Portfolio's overall risk and
the Portfolio's overall risk and duration characteristics are
duration characteristics are consistent with the Lehman
consistent with the Lehman Brothers Government/ Corporate
Brothers Government/ Corporate 1-5 Year Index. Cypress seeks to
Index. The Portfolio seeks to enhance returns by
enhance returns by systematically overweighting its
systematically overweighting its investment in the corporate
investment in the corporate sector as compared to the Index.
sector as compared to the Index. The Portfolio also seeks to
The Portfolio also seeks to enhance returns by purchasing
enhance returns by purchasing odd lot securities and by
odd lot securities and by investing in undervalued
investing in undervalued securities.
securities.
Principal The principal risks of investing The principal risks of investing
Investment in the Portfolio include: in the Portfolio include:
Risks
Interest Rate Risk. Increases in Interest Rate Risk. Increases in
interest rates can cause the interest rates can cause the
price of a debt security to price of a debt security to
decrease. decrease.
Company Risk. Changes in the Company Risk. Changes in the
financial condition of an financial condition of an
issuer, changes in specific issuer, changes in specific
economic or political conditions economic or political conditions
that affect a particular issuer, that affect a particular issuer,
and changes in general economic and changes in general economic
or political conditions can or political conditions can
adversely affect the credit adversely affect the credit
quality or value of an issuer's quality or value of an issuer's
securities. securities.
- --------------------------------------------------------------------------------
An investment in the Portfolios is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
- --------------------------------------------------------------------------------
<PAGE>
SUMMARY
Investment Mortgage Securities Portfolio U.S. Government Money Portfolio
Objective The Mortgage Securities
and portfolio seeks generation of The U.S. Government Money
Principle current income by investing Portfolio seeks maximum current
Strategies primarily in mortgage-related income consistent with the
securities with an aggregate preservation of principal and
dollar-weighted average liquidity by investing primarily
portfolio duration that does not in short-term obligations issued
vary outside of a band of plus or guaranteed by the U.S.
or minus 20% from that of the Government, its agencies or
Lehman Brothers Mortgage-Backed instrumentalities.
Securities Index (the "LBM
Index") or another relevant
index approved by the Board of
Directors.
BlackRock, Inc. ("BlackRock") is Accessor Capital directly
the Money Manager of the invests the assets of the
Portfolio. BlackRock uses Portfolio. Accessor Capital uses
quantitative risk control quantitative analysis to
methods to ensure that the maximize the Portfolio's yield.
Portfolio's overall risk and The Portfolio seeks to maintain
duration characteristics are an average maturity of 90 days
consistent with an appropriate or less, while maintaining
benchmark. BlackRock's liquidity and maximizing current
investment philosophy and yield.
process centers around four key
principles: controlled duration;
relative value sector rotation
and security selection; rigorous
quantitative analysis to the
valuation of securities and
portfolios; and quality credit
analysis.
BlackRock's Investment Strategy
Committee determines the firm's
broad investment strategy based
on macroeconomics and market
trends, as well as input from
Risk Management and Credit
Committee professionals.
Portfolio managers then
implement this strategy by
selecting the sectors and
securities which offer the
greatest relative value within
the parameters of investment
guidelines
Principal The principal risks of investing The principal risks of investing
Investment in the Portfolio include: in the Portfolio include:
Risks
Interest Rate Risk. Increases in Interest Rate Risk. The
interest rates can cause the Portfolio's yield will vary and
price of a debt security to is expected to react to changes
decrease. The price of in short-term interest rates.
mortgage-related securities may
decrease more in relation to Inflation Risk: Over time, the
interest rate increases than real value of the Portfolio's
other debt securities. yield may be eroded by
inflation.
Issuer-Specific Risks. Changes
in the financial conditions of Stable Net Asset Value: Although
an issuer, changes in specific the U.S. Government Money
economic or political conditions Portfolio seeks to preserve the
that affect a particular issuer, value of your investment at
and changes in general economic $1.00 per share, it is possible
or political conditions can to lose money by investing in
adversely affect the credit the Portfolio.
quality or value of an issuer's
securities.
- --------------------------------------------------------------------------------
An investment in the Portfolios is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
- --------------------------------------------------------------------------------
<PAGE>
PERFORMANCE
The following tables illustrate changes in the performance of Advisor Class
Shares of the Portfolios from year to year and compare the performance of
Advisor Class Shares to the performance of a market index over time. The
performance does not reflect certain fees and expenses of Investor Class Shares,
which, if reflected, would result in lower performance for the periods shown. As
with all mutual funds, how the Portfolios have performed in the past is not an
indication of how they will perform in the future.
Intermediate Fixed-Income Portfolio
- -----------------------------------
Year by Year Total Returns
Calendar
Year 1992 1993 1994 1995 1996 1997 1998
- ---- ---- ---- ---- ---- ---- ---- ----
4.26 9.53 -5.24 18.26 2.56 8.62 8.38
[Bar
Chart]
Best Quarter: 2nd Q 1995 -- 6.13%
Worst Quarter: 1st Q 1994-- -3.53%
Average Annual Total Returns
As of 12/31/98
1 Year 5 Years Life of
------ ------- -------
Fund*
Intermediate
Fixed-Income 8.38% 6.23% 6.87%
Portfolio
Lehman Brothers
Government/
Corporate Index 9.47% 7.30% 7.84%(1)
- ----------
* From 6/15/92
(1) Index measured from July 1, 1992.
Short-Intermediate Fixed-Income Portfolio
- -----------------------------------------
Year by Year Total Returns
Calendar
Year 1992 1993 1994 1995 1996 1997 1998
- ---- ---- ---- ---- ---- ---- ---- ----
4.12 5.63 -1.43 11.42 3.63 6.33 6.87
[Bar
Chart]
Best Quarter: 1st Q 1995 -- 3.58%
Worst Quarter: 1st Q 1994-- -1.34%
Average Annual Total Returns
As of 12/31/98
1 Year 5 Years Life of
------ ------- -------
Fund*
Short-Intermediate
Fixed-Income 6.87% 5.28% 5.46%
Portfolio
Lehman Brothers
Government/
Corporate 1-5 7.64% 6.23% 6.57%(2)
Year Index
- ----------
* From 5/18/92
(2) Index measured from June 1, 1992.
<PAGE>
Mortgage Securities Portfolio
Year by Year Total Returns
Calendar
Year 1992 1993 1994 1995 1996 1997 1998
- ---- ---- ---- ---- ---- ---- ---- ----
3.93 7.26 -1.65 16.03 4.95 9.53 6.43
[Bar
Chart]
Best Quarter: 1st Q 1995 -- 5.11%
Worst Quarter: 1st Q 1994-- -1.21%
Average Annual Total Returns
As of 12/31/98
1 Year 5 Years Life of
------ ------- -------
Fund*
Mortgage
Securities 6.43% 6.90% 6.91%
Portfolio
Lehman Brothers
Mortgage-Backed
Securities Index 6.97% 7.23% 7.30%(1)
- ----------
* From 5/18/92
(1) Index measured from June 1, 1992.
U.S. Government Money Portfolio
- -------------------------------
Year by Year Total Returns
Calendar
Year 1992 1993 1994 1995 1996 1997 1998
- ---- ---- ---- ---- ---- ---- ---- ----
2.40 2.81 3.70 5.33 4.78 5.07 5.00
[Bar
Chart]
Best Quarter: 2nd Q 1995 -- 1.37%
Worst Quarter: 2nd Q 1993 -- 0.66%
Average Annual Total Returns
As of 12/31/98
1 Year 5 Years Life of
------ ------- -------
Fund*
U.S.
Government 5.00% 4.77% 4.32%
Money Portfolio
90-day T-bill _____% _____% ______%
- ----------
* From 4/9/92
The U.S. Government Money Portfolio's 7-day yield on 12/31/98 was 4.58%. For the
Portfolio's current yield call toll-free (800) 759-3504.
<PAGE>
EXPENSES
The following tables describe the fees and expenses that you may pay if you
buy and hold Investor Class Shares of the Portfolios.
<TABLE>
Shareholder Fees(a) Portfolios(b)
--------------------------------------------------------------------
<CAPTION>
Short-Intermediate U.S. Government
Intermediate Fixed-Income Mortgage Money
Fixed-Income Securities
<S> <C> <C> <C> <C>
Maximum Sales Charge imposed on Purchases (as a None None None None
% of offering price)
Maximum Sales Charge imposed on Reinvested None None None None
Dividends
Maximum Deferred Sales Charge (Load) None None None None
Check Redemption Fee (c) None None None None
Exchange Fee None None None None
</TABLE>
- -------------------------------------------------
(a) Shares of the Portfolios are expected to be sold primarily through
financial intermediaries, which may charge shareholders a fee. Such fees
are not included in the tables.
(b) An annual maintenance fee of $25.00 may be charged by the Transfer Agent to
each IRA Account with an aggregate balance of less than $10,000 on December
31 of each year.
(c) The Transfer Agent may charge a processing fee of $10.00 for each
redemption check requested by a shareholder.
<TABLE>
<CAPTION>
Fee Table Portfolios
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
Annual Fund Operating Expenses Intermediate Short-Intermediate Mortgage U.S. Government
(expenses deducted from a Portfolio's assets Fixed-Income Fixed-Income Securities Money
as a percentage of average daily net assets)
Management Fees (a) 0.40% 0.40% 0.59% 0.25%
Distribution (12b-1) Fees and Shareholder
Servicing Fees(b) 0.25% 0.25% 0.25% 0.25%
Other Expenses 0.33% 0.35% 0.29% 0.28%
Administrative Services Fee(c) 0.25% 0.25% 0.25% 0.25%
Total Other Expenses 0.58% 0.60% 0.54% 0.53%
Total Annual Portfolio Operating Expenses 1.23% 1.25% 1.38% 1.03%
</TABLE>
- -------------------------------------------------
(a) Management fees consist of the management fee paid to Accessor and the
Money Manager fees paid to the Money Managers of the Intermediate
Fixed-Income, Short-Intermediate Fixed-Income and Mortgage Securities
Portfolios. Accessor Capital receives only the management fee and not a
Money Manager fee for the U. S. Government Money Portfolio that it manages
directly.
(b) The combination of the fees paid pursuant to the Distribution Plan and the
Shareholder Service Plan for each Portfolio may be no more than 0.25% of
the annual net assets attributable to that Portfolio's Investor Class
Shares.
(c) Pursuant to the Administrative Services Plan, the Fund may pay financial
intermediaries who have entered into 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.
<PAGE>
Expense Example: This example shows what an investor in Investor Class Shares of
a Portfolio could pay over time. This example is intended to help you compare
the cost of investing in the Portfolios with the cost of investing in other
mutual funds.
The Example assumes that you invest $10,000 in Investor Class Shares of a
Portfolio for the time periods indicated and then redeem all of your shares
by wire at the end of those periods. The Example does not include the
effect of the $10 fee per transaction for check redemption requests. The
Example also assumes that your investment has a 5% rate of return each year
and that the Portfolio's operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:
Portfolios
--------------------------------------------------------------------
Intermediate Short-Intermediate Mortgage U.S. Government
Fixed-Income Fixed-Income Securities Money
1 Year $13 $13 $14 $11
3 Years $39 $40 $44 $33
5 Years $68 $69 $76 $57
10 Years $149 $151 $166 $126
<PAGE>
PORTFOLIO OBJECTIVES AND STRATEGIES
Intermediate Fixed-Income Portfolio
Investment Objective. Seeks generation of current income by investing
primarily in fixed-income securities with durations of between three and ten
years and a dollar-weighted average portfolio duration that does not vary more
or less than 20% from that of the Lehman Brothers Government/Corporate Index or
another relevant index approved by the Board of Directors.
Investment Strategies. The Portfolio seeks to achieve its objective by
investing at least 65% and generally more than 80% of its total assets in
fixed-income securities and will have a dollar-weighted average duration of
between three and ten years. The Portfolio invests principally in debt
securities with durations of between three and ten years and rated A or higher
by Standard & Poor's ("S&P") or Moody's Investors Services, Inc. ("Moody's") or
determined to be of equivalent quality by the Money Manager or Accessor Capital
at the time of purchase. The Portfolio may invest in the following debt
securities:
[bullet] U.S. government and agency bonds
[bullet] corporate bonds
[bullet] mortgage and asset backed securities
Investment selections will be based on fundamental economic, market and
other factors leading to variation by sector, maturity, quality and other
criteria appropriate to meet the Portfolio's objective. The Money Manager will
attempt to equal or exceed the total return performance of the Lehman Brothers
Government/Corporate Index (the "LBGC Index"). The Portfolio may utilize options
on U.S. Government securities, interest rate futures contracts and options on
interest rate futures contracts to reduce certain risks of its investments and
to attempt to enhance income, but not for speculation.
================================================================================
Help Box: The LBGC Index is an unmanaged index of fixed-rate government
and corporate bonds rated investment grade or higher.
================================================================================
Short-Intermediate Fixed Income Portfolio
Investment Objective. Seeks preservation of capital and generation of
current income by investing primarily in fixed-income securities with durations
of between one and five years and a dollar-weighted average portfolio duration
that does not vary more or less than 20% from that of the Lehman Brothers
Government/Corporate 1-5 Year Index or another relevant index approved by the
Board of Directors.
Investment Strategies. The Portfolio seeks to achieve its objective by
investing at least 65% and generally more than 80% of its total assets in
fixed-income securities and will have a dollar-weighted average duration of not
less than two years nor more than five years. The Portfolio invests principally
in fixed-income securities with durations between two and five years and rated A
or higher by S&P or Moody's or determined to be of equivalent quality by the
Money Manager or Accessor Capital at the time of purchase. The Money Manager
will attempt to equal or exceed the total return performance of the Lehman
Brothers Government/Corporate 1-5 Year Index. The Portfolio may utilize options
on U.S. Government securities, interest rate futures contracts and options on
interest rate futures contracts to reduce certain risks of its investments and
to attempt to enhance income, but not for speculation.
================================================================================
Help Box: The LBGC 1-5 Year Index is an unmanaged index of fixed-rate
government and corporate bonds rated investment grade or higher, all with
maturities of one to five years.
================================================================================
================================================================================
Help box: Securities rated A or higher by S&P and Moody's are considered
to be of "investment grade" and to have a strong capacity to pay interest and
repay principal.
================================================================================
Mortgage Securities Portfolio.
Investment Objective. Seeks generation of current income by investing
primarily in mortgage-related securities with an aggregate dollar-weighted
average portfolio duration that does not vary outside of a band of plus or minus
20% from that of the Lehman Brothers Mortgage-Backed Securities Index (the "LBM
Index") or another relevant index approved by the Board of Directors.
Investment Strategies. The Portfolio seeks to achieve its objective by
investing at least 65% and generally more than 80% of its total assets in
fixed-income securities and will have a dollar-weighted average duration of
between three and ten years. The Portfolio invests principally in debt
securities with durations of between three and ten years and rated A or higher
by S&P or Moody's or determined to be of equivalent quality by the Money Manager
or Accessor Capital at the time of purchase. The Portfolio may invest in the
following debt securities:
[bullet] U.S. government and agency mortgage backed securities
[bullet] corporate bonds
[bullet] mortgage backed securities
Investment selections will be based on fundamental economic, market and
other factors leading to variation by sector, maturity, quality and such other
criteria appropriate to meet the Portfolio's objective. The Money Manager will
attempt to equal or exceed the total return performance of the LBM Index. The
Portfolio may utilize options on U.S. Government securities, interest rate
futures contracts and options on interest rate futures contracts to reduce
certain risks of its investments and to attempt to enhance income, but not for
speculation.
================================================================================
Help Box: The LBGC Index is an unmanaged index of fixed-rate securities
backed by mortgage pools of the Government National Mortgage Association (GNMA),
Federal Loan Mortgage Corporations (FHLMC) and Federal National Mortgage
Association (FNMA).
================================================================================
U.S. Government Money Portfolio.
Investment Objective. Seeks maximum current income consistent with the
preservation of principal and liquidity by investing primarily in short-term
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.
Investment Strategies. The Portfolio follows industry guidelines concerning
the quality and maturity of the Portfolio's investments. The dollar-weighted
average portfolio maturity of the Portfolio will not exceed 90 days. The
Portfolio seeks to achieve its objective by investing at least 65% and generally
more than 80% of the Portfolio's total assets in fixed-income securities. The
Portfolio may enter into repurchase agreements collateralized by U.S. Government
securities.
The U.S. Government Money Portfolio seeks to maintain a stable share par of
$1.00 per share, although there is no assurance that it will be able to do so.
It is possible to lose money by investing in the U.S. Government Money
Portfolio.
All Portfolios
In response to market, economic, political or other conditions, each
Portfolio's Money Manager may adopt a temporary defensive position, including
investing in short-term and money market instruments. If a Money Manager does
so, different factors could affect a Portfolio's performance and the Portfolio
may not achieve its investment objective.
Each Portfolio is actively managed. Frequent trading of portfolio
securities will result in increased expenses for the Portfolios and may result
in increased taxable distributions to shareholders.
Each Portfolio's investment objective stated above is fundamental and may
not be changed without shareholder approval.
PRINCIPAL RISKS
Many factors affect the performance of the Portfolios. Each Portfolio's
yield and (except the U.S. Government Money Portfolio's) share price change
daily based on changes in interest rates and market conditions and in response
to other economic, political or financial developments. Each Portfolio's
reaction to these developments will be affected by the types, durations, and
maturities of the securities in which the Portfolio invests, the financial
condition, industry and economic sector, and geographic location of an issuer,
and the Portfolio's level of investment in the security types of that issuer.
When you sell your shares of a Portfolio, they may be worth more or less than
what you paid for them.
The following factors may significantly affect each Portfolio's
performance:
Market Volatility. Individual securities are expected to fluctuate a
response to issuers, general economic and market changes. An individual security
or category of securities may, however, fluctuate more or less than the market
as a whole.
Company Risks. Changes in the financial condition of an issuer, changes in
specific economic or political conditions that affect a particular type of
issuer, and changes in general economic or political conditions can adversely
affect the credit quality or value of an issuer's securities. The value of an
individual security or category of securities may be more volatile than the debt
market as a whole. Entities providing credit support or a maturity-shortening
structure are also affected by these types of changes. Any of a Portfolio's
holdings could have its credit downgraded or could default, which could affect
the Portfolio's performance. The risk of a credit rating downgrade or default of
U.S. Government securities, however, is considered remote,
Interest Rate Changes. Debt and money market securities have varying levels
of sensitivity to changes in interest rates. In general, the price of a debt or
money market security falls when interest rates rise and rises when interest
rates fall. Securities with longer durations generally are more sensitive to
interest rate changes. In other words, the longer the duration of a security,
the greater the impact a change in interest rates is likely to have on the
security's price. In addition, short-term securities tend to react to changes in
short-term interest rates, and long-term securities tend to react to changes in
long-term interest rates. Prepayments on assets underlying mortgage or other
asset backed securities held by a Portfolio can adversely affect those
securities' yield and price. When interest rates fall, the U.S. Government Money
Portfolio's yield will generally fall as well.
Prepayment Risk. Many types of debt securities, including mortgage
securities, are subject to prepayment risk. Prepayment occurs when the issuer of
a security can repay principal prior to the security's maturity. Securities
subject to prepayment generally offer less potential for gains during periods of
declining interest rates and similar or greater potential for loss in periods of
rising interest rates. In addition, the potential impact of prepayment features
on the price of a debt security can be difficult to predict and result in
greater volatility.
Inflation Risk. The real value of the U.S. Government Money Market
Portfolio's yield may be eroded by inflation over time. The Portfolio may
underperform the bond and equity markets over time.
================================================================================
Help Box: Like other mutual funds, the Portfolios could be adversely affected by
problems associated with the ability of computer systems to recognize the Year
2000.
Accessor Steps . . . Accessor Capital, as the manager transfer agent and
administrator of Accessor Funds, has taken charge of ensuring that both Accessor
Funds and Accessor Capital will be able to effectively operate on January 1,
2000. Accessor Capital has inventoried all computer systems, both hardware and
software, and has sought certification from all critical third party vendors.
Accessor Capital anticipates that Accessor Funds and Accessor Capital will be
fully operational.
================================================================================
MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE OF THE PORTFOLIOS
Management and Administration. Accessor Capital Management LP, 1420 Fifth
Avenue, #3600 Seattle, Washington 98101, is the manager and administrator of the
Portfolios. Accessor Capital develops the investment programs for the
Portfolios, selects the Money Managers for the Portfolios, and monitors the
performance of the Money Managers. In addition, Accessor Capital invests the
assets of the U.S. Government Money Portfolio. J. Anthony Whatley, III, is the
Executive Director of Accessor Capital. Ravindra A. Deo, Vice President and
Chief Investment Officer of Accessor Capital, is primarily responsible for the
day-to-day management of the Portfolios either directly or through interaction
with each Portfolio's Money Manager. Mr. Deo is also responsible for managing
the liquidity reserves of each Portfolio. The SEC issued an exemptive order that
allows the Fund to change a Portfolio's Money Manager without shareholder
approval, as long as, among other things, the Board of Directors has approved
the change in Money Manager and the Fund has notified the shareholders of the
affected Portfolio within 60 days of the change.
Each Portfolio pays Accessor Capital an annual management fee for providing
management and administration services equal to the following percentage of the
Portfolio's average daily net assets:
Management Fee to Accessor Capital
(as a percentage of
Portfolio average daily net assets)
--------- -------------------------
Intermediate Fixed-Income 0.36%
Short-Intermediate Fixed-Income 0.36%
Mortgage Securities 0.36%
U.S. Government Money 0.25%
Each Portfolio has also hired Accessor Capital to provide transfer agent,
registrar, dividend disbursing agent and certain other services to the
Portfolios. For providing these services, Accessor Capital receives (i) a fee
equal to 0.13% of the average daily net assets of each Portfolio, and (ii) a
transaction fee of $.50 per transaction.
Set forth below is information on each Portfolio's Money Manager and a
description of how each Money Manager is compensated for the services it
provides.
Intermediate Fixed-Income and Short-Intermediate Fixed-Income
Cypress Asset Management ("Cypress") became the Money Manager of the
Intermediate Fixed-Income Portfolio and the Short-Intermediate Fixed-Income
Portfolio on September 21, 1998. Mr. Xavier Urpi, President and Chief Investment
Officer, is primarily responsible for day-to-day management and investment
decisions and is assisted by Ms. Rosemary Brooks, Manager of Operations. 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.
Cypress earns a management fee from each Portfolio calculated and paid
quarterly that consists of a basic fee and a portfolio management fee. During
the first five complete calendar quarters of management, the basic fee and the
portfolio management fee are both equal to an annual rate of 0.02%, or 0.04%, of
the Portfolio's average daily net assets.
Before Cypress became the money manager of these Portfolios, Smith Barney
Capital Management was the money manager of the Intermediate Fixed-Income
Portfolio and Bankers Trust Company was the money manager of the
Short-Intermediate Fixed-Income Portfolio. The former money managers each
managed their Portfolio from inception in 1992 until April 30, 1998. Beginning
on May 1, 1998, until September 21, 1998, when Cypress started, Accessor Capital
invested the assets of these two Portfolios directly.
The overall maximum fee for the first five complete 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 each Portfolio has
currently negotiated a reduction in the Money Manager fee to a maximum of 0.04%
payable to Cypress during the first five calendar quarters of management, it is
possible that in the future the fee could be modified. In no event, however,
shall the maximum Money Manager fee payable by these Portfolios be greater than
0.15% during the first five complete calendar quarters, without a vote of the
shareholders.
Beginning with the sixth complete calendar quarter, Cypress will earn the
basic fee described above and a performance fee, calculated and paid quarterly.
The performance fee for any quarter depends on the percentage amount by which
each Portfolio's performance exceeds or trails that of its respective Benchmark
Index, the Lehman Brothers Government/Corporate Index (Intermediate
Fixed-Income) and the Lehman Brothers Government/Corporate 1-5 Year Index
(Short-Intermediate Fixed-Income) during the applicable measurement period based
on the following schedule:
Average Annual
Performance Total
Differential vs. Annual Annual
Basic Fee Benchmark 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 0.05% plus 1/2
to 0.70% (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 measurement period from the sixth calendar quarter (2nd quarter 2000)
through the 13th calendar quarter (2nd quarter 2002) of Cypress' management of
each Portfolio, will be the entire period since the commencement of Cypress'
management of each Portfolio, excluding the quarter immediately preceding the
date of calculation. Commencing with the 14th quarter (3rd quarter 2002) of
Cypress' management of each Portfolio, the applicable measurement period will
consist of the 12 most recent calendar quarters, excluding the quarter
immediately preceding the date of calculation.
Under the performance fee formula, Cypress will receive a performance fee
if either Intermediate Fixed Income Portfolio's or Short-Intermediate
Fixed-Income Portfolio's performance either exceeds the Lehman Brothers
Corporate Government Index or the Lehman Brother Corporate Government 1-5 Year
Index, respectively, or trails the respective Index by no more than 0.35%. Under
certain circumstances, Cypress may receive a performance fee even if a
Portfolio's total return is negative.
Mortgage Securities Portfolio
BlackRock is the Money Manager of the Mortgage Securities Portfolio.
BlackRock is a registered investment adviser and is organized such that
day-to-day management and investment decisions are made by a committee and no
one person is primarily responsible for making recommendations to that
committee.
The Mortgage Securities Portfolio pays BlackRock a management fee that
consists of a basic fee and a performance fee. The management fee is calculated
and paid quarterly. The basic fee is equal to an annual rate of 0.07 % of the
Portfolio's average daily net assets. The performance fee for any quarter
depends on the percentage amount by which the Mortgage Securities Portfolio's
performance exceeds or trails that of the Lehman Brothers Mortgage-Backed
Securities Index Value Index during the applicable measurement period based on
the following schedule:
Average Annual
Performance Total
Differential vs. Annual Annual
Basic Fee Benchmark Index Performance Fee Fee
--------- --------------- --------------- ---
0.07% Greater Than or Equal
To 2.00% 0.18% 0.25%
Greater Than or
Equal To 0.50% and
Less Than 2.00% 0.16% 0.23%
Greater Than or
Equal To 0.25% and
Less Than 0.50% 0.12% 0.19%
Greater Than or
Equal To -025. and
Less Than 0.25% 0.08% 0.15%
Greater Than -0.50% and
Less Than -0.25% 0.04% 0.11%
Less Than or
Equal To -0.50% 0.00% 0.07%
The measurement period consists of the 12 most recent calendar quarters,
excluding the quarter immediately preceding the date of calculation.
Under the performance fee formula, BlackRock will receive a performance fee
if the Mortgage Securities Portfolio's performance either exceeds the Lehman
Brothers Mortgage-Backed Securities Index or trails the Lehman Brothers
Mortgage-Backed Securities Index by no more than 0.50%. Under certain
circumstances, BlackRock may receive a performance fee even if the Mortgage
Securities Portfolio's total return is negative.
U.S. Government Money Portfolio
Accessor Capital directly invests the assets of the U.S. Government Money
Portfolio. Accessor Capital receives no additional fee beyond its management
fee, described above, for this service.
Total Management Fees for Fiscal Year 1998. The Portfolios paid the
following aggregate management fees in fiscal year 1998 to Accessor Capital and
the Portfolio's Money Manager:
Intermediate Fixed-Income Portfolio: $222,380
Short-Intermediate Fixed-Income Portfolio: $196,789
Mortgage Securities Portfolio: $804,501
U.S. Government Money Portfolio: $175,047
SHAREHOLDER INFORMATION
This section contains information on how to purchase, exchange and redeem
Investor Class shares. Information regarding the Portfolios' dividend and
distribution policies, as well as tax consequences of owning the Portfolios'
shares, is also discussed.
Investor Class shares are usually purchased through financial
intermediaries, such as banks, broker-dealers, registered investment advisers
and providers of fund supermarkets, who may receive a payment from Accessor
Funds for distribution, shareholder services and/or administrative services.
These financial intermediaries may also charge transaction, administrative or
other fees to shareholders, and may impose other limitations on buying, selling
or transferring shares, which are not described in this Prospectus. Some
features of the Investor Class shares, such as investment minimums, redemption
fees and certain trading restrictions, may be modified or waived by financial
intermediaries. Shareholders should contact their financial intermediary for
information on fees and restrictions.
Purchasing Investor Class Shares
Investors purchase Investor Class shares of the Portfolios at the net asset
value per share (NAV). The NAV is calculated by adding the value of Portfolio
assets attributable to Investor Class shares, subtracting Portfolio liabilities
attributable to the class, and dividing by the number of outstanding Investor
Class shares. The NAV is calculated each day that the New York Stock Exchange
(NYSE) is open for business. The Portfolios generally calculate their NAV at the
close of regular trading on the NYSE, generally 4:00 p.m. Eastern time. Shares
are purchased at the NAV that is next calculated after purchase requests are
received by the Portfolios.
[graphic] Investor Class shares may not be purchased on days when the NYSE
is closed for trading: New Year's Day, Martin Luther King, Jr., Day,
Presidents Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day.
Short-term or excessive trading into and out of a Portfolio may harm
performance by disrupting portfolio management strategies and by increasing
expenses. Accordingly, a Portfolio may reject any purchase orders, including
exchanges, particularly from market timers or investors, who in the Money
Manager's opinion, have a pattern of short-term or excessive trading or whose
trading has been or may be disruptive to that Portfolio. For these purposes, the
Money Manager may consider an investor's trading history in that Portfolio or
other Portfolios, and accounts under common ownership or control.
Where to Purchase Shares. Investors purchase Investor Class shares from two
primary sources:
[graphic] directly from the Fund.
[graphic] through financial intermediaries, such as banks, broker-dealers,
registered investment advisers and providers of fund supermarkets.
If Accessor Capital receives a purchase order for shares of U.S. Government
Money Portfolio on any business day and the invested monies are wired before
9:00 a.m., Pacific time, the shareholder will be entitled to receive that day's
dividend.
Purchases from the Fund. Investors purchase Investor Class shares directly
from the Fund for no sales charge or commission. Accessor Capital must receive
payment for shares by 12:00 p.m. Eastern time on the business day following the
purchase request. All purchases must be made in U.S. dollars. Purchases may be
made any of the following ways:
[graphic] By Check. Checks made payable to "Accessor Funds, Inc." and drawn
on a U.S. bank should be mailed with the completed application or with
the account number noted on the check to
Accessor Funds, Inc.
P. 0. Box 1748
Seattle, WA 98111-9865
[graphic] By Federal Funds Wire. Wire instructions are described on the
account application.
[graphic] By Telephone. Shareholders with aggregate account balances of at
least $1 million may purchase Investor Class shares by telephone at
1-800-759-3504. To prevent unauthorized transactions, Portfolios may
use reasonable procedures to verify telephone requests.
[graphic] By Purchases In Kind. Under some circumstances, the Portfolios
may accept securities as payment for Investor Class shares. Such
securities would be valued the same way the Portfolios' securities are
valued. (See Valuation of Portfolio Securities, below.) See
"Additional Purchase and Redemption Information" in the Statement of
Additional Information.
Investment Minimums for Investor Class Shares Purchased from the Fund.
- ---------------------------------------------------------------------
To Open an Account: $5,000 per Portfolio, or
$10,000 aggregated across all Portfolios of the Fund.
To Add to an Account: $1,000 per Portfolio, or
$2,000 aggregated across all the Portfolios of the Fund.
Investment minimums for IRA/Roth IRA Accounts will differ. (See below.)
Also, the Fund may accept smaller purchase amounts or reject any purchase order
that it believes may disrupt the management of the Portfolios.
For further information on purchasing Investor Class shares, please contact
Accessor Capital at (800) 759-3504.
IRA/Roth IRA Accounts. Investors may purchase Investor Class shares through
an Individual or Roth Retirement Custodial Account Plan. IRA/Roth IRA Accounts
with an aggregate balance of less than $10,000 across all Portfolios of the Fund
are assessed a $25.00 fee on December 31 of each year.
Investment Minimums for an IRA/Roth IRA Account.
- ------------------------------------------------
To Open an Account: $2,000 aggregated across all Portfolios of the Fund.
To Add to an Account: $2,000 aggregated across all Portfolios of the Fund.
Copies of the IRA/Roth IRA Account Plan may be obtained from Accessor Capital at
(800) 759-3504.
Exchanging Investor Class Shares
Investor Class shares may be exchanged for shares of any other Portfolio so
long as shareholders meet the normal investment requirements of the other
Portfolio. Shareholders should read the prospectus of any other Portfolio into
which they are considering exchanging.
Exchanges Through the Fund. The Fund does not currently charge fees on
exchanges directly through the Fund. This exchange privilege may be modified or
terminated at any time by the Fund upon 60 days' notice to shareholders.
Exchanges may be made any of the following ways:
[graphic] By Mail. Share exchange instructions may be mailed to Accessor
Capital at P. 0. Box 1748, Seattle, WA 98111-9865.
[graphic] By Fax. Share exchange instructions may be faxed to Accessor
Capital at (206) 224-4274.
[graphic] By Telephone. Shareholders with aggregate account balances of at
least $1 million may exchange shares between Portfolios by telephone
at 1-800-759-3504. To prevent unauthorized transactions, Portfolios
may use reasonable procedures to verify telephone requests.
An exchange of shares into a different Portfolio is a redemption of shares
and will be treated as a sale for tax purposes.
You should contact your Financial Intermediary directly to make exchanges.
Your Financial Intermediary may charge additional fees for these transactions.
Redemption of Portfolio Shares
Investors may request to redeem Investor Class shares on any day that the
NYSE is open for business. Shares will be redeemed at the next NAV calculated
after Accessor Capital receives the redemption request in proper form. Payment
will ordinarily be made within seven days of the request by wire-transfer to a
shareholder's domestic commercial bank account. Shares may be redeemed from the
Fund in any of the following ways:
[graphic] By Mail. Redemption requests may be mailed to Accessor Capital at
P. 0. Box 1748, Seattle, WA 98111-9865.
[graphic] By Fax. Redemption requests may be faxed to Accessor Capital at
(206) 224-4274.
[graphic] By Telephone. Shareholders with aggregate account balances of at
least $1 million may request redemption of shares by telephone at
1-800-759-3504. To prevent unauthorized transactions, Portfolios may
use reasonable procedures to verify telephone requests.
Shareholders may request that payment be made by check to the shareholders
of record at the address of record. Such requests must be in writing.
Shareholders may also request that a redemption be made payable to someone other
than the shareholder of record or be sent to an address other than the address
of record. Such requests must be made in writing, be signed by all shareholders
of record, and accompanied by a signature guarantee. The Transfer Agent may
charge a $10.00 processing fee for each redemption check.
[graphic] Redemption requests for shares that were purchased by check will
be honored at the next NAV calculated after receipt of the redemption
request. However, redemption proceeds will not be transmitted until
the check used for the investment has cleared.
Shares also may be redeemed through financial intermediaries from whom
shares were purchased. Financial intermediaries may charge a fee for this
service.
Large redemptions may disrupt the management and performance of the
Portfolios. Each Portfolio reserves the right to delay delivery of your
redemption proceeds -- up to seven days -- if the Portfolio determines that the
redemption amount will disrupt the Portfolio's operation or performance. If you
redeem more than $250,000 worth of a Portfolio's shares within any 90-day
period, the Portfolio reserves the right the pay part or all of the redemption
proceeds above $250,000 in kind, i.e., in securities, rather than cash. If
payment is made in kind, you may incur brokerage commissions if you elect to
sell the securities.
Systematic Withdrawal Plan. Shareholders may request an automatic, monthly
redemption of shares under the Systematic Withdrawal Plan (minimum monthly
amount is $500). Applications for this plan may be obtained from the Fund and
must be received by the Fund ten calendar days before the first scheduled
withdrawal date. Systematic Withdrawal may be discontinued at any time by a
shareholder or the Fund.
Low Account Balances. The Fund may redeem any accounts with balances of
less than $500 per Portfolio or less than $2,000 in aggregate across the
Portfolios if the shareholder is not part of an Automatic Investment Plan.
Shareholders will be notified in writing when they have a low balance and will
have 60 days to purchase additional shares. Shares will not be redeemed if an
account drops below the minimum due to market fluctuations.
In the event of an emergency as determined by the Fund, the Fund may
suspend the right of redemption or postpone payments to shareholders. If the
Board of Directors determines a redemption payment may harm the remaining
shareholders of a Portfolio, the Portfolio may pay a redemption in whole or in
part by a distribution in kind of securities from the Portfolio.
Dividends and Distributions
Dividends. Each Portfolio intends to distribute annually to its
shareholders substantially all of its net investment income and its net realized
long- and short-term capital gains. The Board of Directors presently intends to
declare dividends on the following schedule:
Portfolio Declared Payable
- --------- -------- -------
U.S. Government Money Daily 1st business day
following end of
calendar quarter
Intermediate Fixed-Income Monthly, on last 1st business day
Short-Intermediate Fixed-Income business day of following end of
Mortgage Securities month calendar quarter
Other Distributions. The Board of Directors intends to declare capital
gains distributions annually, generally in mid-December. To satisfy distribution
requirements, however, Portfolios may also declare special year-end dividend and
capital gains distributions during the months of October, November or December.
Such distributions, if received by shareholders by January 31 of the following
year, are deemed to have been paid by Portfolios and received by shareholders on
December 3 1.
Automatic Reinvestment of Dividends and Distributions. All dividends and
distributions of Investor Class shares will be automatically reinvested in
additional shares of Investor Class shares of the Portfolio paying the dividend
or distribution unless shareholders elect to receive them in cash. Shareholders
may alternatively choose to invest dividends or distributions in Investor Class
shares of any other Portfolio of the Fund.
Valuation of Portfolio Securities
The Portfolios generally value their securities using market quotations.
However, short-term debt securities maturing in less than 60 days are valued
using amortized costs and securities for which market quotations are not readily
available are valued at fair value. If a security's value has been materially
affected by events occurring after the close of the exchange or market on which
the security is principally traded, that security may be valued by another
method that the Board of Directors believes accurately reflects fair value.
Taxation
Generally, dividends and short-term capital gains distributions that
shareholders receive from the Portfolios are taxable as ordinary income.
Distributions of other net capital gains are taxable as capital gains. Capital
gains taxes on distributions ordinarily depend upon the length of time
Portfolios hold securities, not the length of time shareholders own Portfolio
shares or whether shareholders reinvest distributions or receive them in cash.
At the conclusion of each calendar year, shareholders will receive
information regarding the taxability of dividends and distributions paid by the
Portfolios during the preceding year. Portfolios may be required to withhold and
remit to the United States Treasury 31 % of all taxable dividends, distributions
and redemption proceeds payable to shareholders who have not provided the
Portfolio with a taxpayer identification number. Shareholders should consult a
tax adviser for further information regarding the federal, state and local tax
consequences of an investment in the Investor Class shares of the Fund.
Distribution, Shareholder Service and Administrative Services Arrangements
The Fund has adopted a 12b-1 Plan that allows the Investor Class shares of
the Portfolios to pay distribution fees to financial intermediaries for sales
and distribution-related activities. The Fund has also adopted a shareholder
service plan under which the Investor Class shares of the Portfolios may pay
financial intermediaries for providing non-distribution related shareholder
services The combination of fees under the 12b-1 Plan and the shareholder
service plan will not exceed 0.25% in the aggregate annually.
The Fund has also adopted an administrative services plan to allow the
Investor Class shares of the Portfolios to pay financial intermediaries for
non-distribution related administrative services provided to shareholders. The
administrative services fees will not exceed 0.25% annually.
<PAGE>
FINANCIAL HIGHLIGHTS
[To be filed by subsequent amendment]
<PAGE>
APPENDIX A
DESCRIPTION OF INDICES
The following information as to each index has been supplied by the
respective preparer of the index or has been obtained from other
publicly-available information.
Lehman Brothers Government/Corporate Index (Intermediate Fixed-Income Portfolio)
Lehman Brothers Government/Corporate 1-5 Year Index (Short-Intermediate Fixed-
Income Portfolio)
Lehman Brothers Mortgage-Backed Securities Index (Mortgage Securities
Portfolio)
The Lehman Brothers Bond Indices include fixed-rate debt issues rated
investment grade or higher by Moody's, S&P, or Fitch Investors Service, Inc. All
issues have at least one year to maturity and an outstanding par value of at
least $100 million for U.S. Government issues and $25 million for all others.
Price, coupon and total return are reported for all sectors on a month-end to
month-end basis. All returns are market value weighted inclusive of accrued
interest.
The Lehman Brothers Government/Corporate Index is made up of the Government
and Corporate Bond Indices.
The Government Bond Index is made up of the Treasury Bond Index (all public
obligations of the United States Treasury, excluding flower bonds and foreign
targeted issues) and the Agency Bond Index (all publicly issued debt of U.S.
Government agencies and quasi-federal corporations, and corporate debt
guaranteed by the U.S. Government). The Government Bond Index also includes the
1-3 Year Government Index, composed of Agency and Treasury securities with
maturities of one to three years, and the 20 Year Treasury Index, comprising
Treasury issues with 20 years or more to maturity.
The Corporate Bond Index includes all publicly issued, fixed-rate,
nonconvertible investment grade domestic corporate debt. Also included are
Yankee bonds, which are dollar-denominated SEC registered public, nonconvertible
debt issued or guaranteed by foreign sovereign governments, municipalities or
governmental agencies, or international agencies.
The 1-5 Year Government/Corporate Index is composed of Agency and Treasury
securities and corporate securities of the type referred to in the preceding
paragraph, all with maturities of one to five years.
The Mortgage-Backed Securities Index covers all fixed-rate securities
backed by mortgage pools of the Government National Mortgage Association (GNMA),
Federal Home Loan Mortgage Corporation (FHLMC) and Federal National Mortgage
Association (FNMA). Graduated Payment Mortgages (GPMs) are included, but
Graduated Equity Mortgages (GEMs) are not.
<PAGE>
[Back Cover]
Shareholder Reports. The Fund publishes Annual and Semi-Annual Reports, which
contain information about each Portfolio's recent performance, including:
[bullet] management's discussion about recent market conditions, economic
trends and portfolio strategies that affected the Portfolio's
performance over the recent period
[bullet] Portfolio performance data and financial statements
[bullet] Portfolio holdings
Statement of Additional Information. The SAI contains more detailed information
about the Fund and each Portfolio. The SAI is incorporated by reference into
this Prospectus, making it legally part of this Prospectus.
A free copy of the Fund's Annual Report, Semi-Annual Report and SAI are
available by contacting Accessor Capital at 1-800-759-3504 or by visiting
Accessor Capital's web site at www.accessor.com.
================================================================================
Help Box: Shareholder Reports, SAIs and other information are available for your
financial intermediary or from
Accessor Capital Management LP
1420 Fifth Street, #3600
Seattle, Washington 98101
800-759-3504
206-224-7420
web site: www.accessor.com
Securities and Exchange Commission
Washington, DC 20549-6009
800-SEC-0330 (Public Reference Section)
web site: www.sec.gov
You may obtain copies of documents from the SEC, upon payment
of duplicating fees, or view documents at the SEC's Public
Reference Room in Washington, D.C.
================================================================================
Accessor(R) is a registered trademark of Accessor Capital Management LP.
SEC file number: 811-06337.
<PAGE>
ACCESSOR(R) FUNDS, INC.
1420 Fifth Avenue, Suite 3600
Seattle, WA 98101
(206) 224-7420/(800) 759-3504
Statement of Additional Information
Dated May 1, 1999
ACCESSOR(R) FUNDS, INC. (the "Fund") is a multi-managed, no-load, open-end
management investment company, known as a mutual fund. The Fund currently
consists of eight diversified investment portfolios (individually, a "Portfolio"
and collectively, the "Portfolios"), each with its own investment objective and
policies. The eight portfolios are the Growth, Value and Income, Small to Mid
Cap and International Equity Portfolios (the "Equity Portfolios") and the
Intermediate Fixed-Income, Short-Intermediate Fixed-Income, Mortgage Securities
and U.S. Government Money Portfolios (the "Fixed-Income Portfolios"). Each
Portfolio offers two classes of shares, the Advisor Class Shares and the
Investor Class Shares, through four prospectuses: the "Equity
Portfolios--Advisor Class Shares Prospectus," the "Fixed-Income
Portfolios--Advisor Class Shares Prospectus", the "Equity Portfolios--Investor
Class Shares Prospectus" and the "Fixed-Income Portfolios--Investor Class
Prospectus" each dated May 1, 1999 (collectively, the "Prospectuses"). A copy of
the applicable Prospectus may be obtained free of charge by writing or calling
at the address or telephone number listed above. This Statement of Additional
Information is not a prospectus and should be read in conjunction with the
appropriate Prospectuses.
Information from the Fund's annual report to shareholders for the fiscal year
ended December 31, 1998 is incorporated by reference into this Statement of
Additional Information. For a free copy of the Annual Report, call
1-800-759-3504.
The Fund currently includes the following Portfolios:
GROWTH PORTFOLIO -- seeks capital growth through investing primarily in equity
securities with greater than average growth characteristics selected from the
500 U.S. issuers which make up the Standard & Poor's 500 Composite Stock Price
Index (the "S&P 500").
VALUE AND INCOME PORTFOLIO -- seeks generation of current income and capital
growth by investing primarily in income-producing equity securities selected
from the 500 U.S. issuers which make up the S&P 500.
SMALL TO MID CAP PORTFOLIO(1) -- seeks capital growth through investing
primarily in equity securities of small to medium capitalization issuers.
- ----------
(1) Formerly the "Small Cap Portfolio." Prior to September 15, 1995, the Small
Cap Portfolio sought to achieve its investment objective through investing
primarily in small capitalization issuers (selected from the 2,000 U.S. issuers
with the next largest market capitalization after (and excluding) the 1,000 U.S.
issuers with the largest market capitalization). On August 15, 1995, the
shareholders of the Small Cap Portfolio approved a change in the investment
objective of the Small Cap Portfolio effective September 15, 1995, to permit the
Small Cap Portfolio to also invest in medium capitalization issuers. This change
in investment objective coincided with the change of the name of the Small Cap
Portfolio to Small to Mid Cap Portfolio and the commencement of management by a
new Money Manager for the Small to Mid Cap Portfolio.
<PAGE>
INTERNATIONAL EQUITY PORTFOLIO -- seeks capital growth by investing primarily in
equity securities of companies domiciled in countries other than the United
States and traded on foreign stock exchanges.
INTERMEDIATE FIXED-INCOME PORTFOLIO -- seeks generation of current income by
investing primarily in fixed-income securities with durations of between three
and ten years and a dollar weighted average portfolio duration that does not
vary more or less than 20% from that of the Lehman Brothers Government/Corporate
Index or another relevant index approved by the Fund's Board of Directors (the
"Board of Directors").
SHORT-INTERMEDIATE FIXED-INCOME PORTFOLIO -- seeks preservation of capital and
generation of current income by investing primarily in fixed-income securities
with durations of between one and five years and a dollar weighted average
portfolio duration that does not vary more or less than 20% from that of the
Lehman Brothers 1-5 Year Government/Corporate Index or another relevant index
approved by the Board of Directors.
MORTGAGE SECURITIES PORTFOLIO -- seeks generation of current income by investing
primarily in mortgage-related securities with an aggregate dollar weighted
average portfolio duration that does not vary outside of a band of plus or minus
20% from that of the Lehman Brothers Mortgage-Backed Securities Index or another
relevant index approved by the Board of Directors.
U.S. GOVERNMENT MONEY PORTFOLIO -- seeks maximum current income consistent with
the preservation of principal and liquidity by investing primarily in short-term
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.
<PAGE>
Table of Contents
General Information and History..............................................4
Investment Restrictions, Policies and Risk Considerations....................4
Management of the Fund......................................................23
Control Persons and Principal Holders of Securities.........................25
Valuation...................................................................49
Portfolio Transaction Policies..............................................49
Performance Information.....................................................52
Code of Ethics..............................................................56
Tax Information.............................................................57
Additional Purchase and Redemption Information..............................61
<PAGE>
GENERAL INFORMATION AND HISTORY
The Fund was incorporated in Maryland on June 10, 1991. The Fund is
authorized to issue 15 billion shares of common stock, $.001 par value per
share, and is currently divided into eight Portfolios. Each Portfolio intends to
offer two classes of shares, the Advisor Class Shares and the Investor Class
Shares. The Board of Directors may increase or decrease the number of authorized
shares without the approval of shareholders. Shares of the Fund, when issued,
are fully paid, non-assessable, fully transferable and redeemable at the option
of the holder. Shares also are redeemable at the option of the Fund under
certain circumstances. All shares of a Portfolio are equal as to earnings,
assets and voting privileges. There are no conversion, preemptive or other
subscription rights. In the event of liquidation, each share of common stock of
a Portfolio is entitled to its portion of all of the Portfolio's assets after
all debts and expenses of the Portfolio have been paid. The Portfolios' shares
do not have cumulative voting rights for the election of Directors. Pursuant to
the Fund's Articles of Incorporation, the Board of Directors may authorize the
creation of additional series of common stock and classes within such series,
with such preferences, privileges, limitations and voting and dividend rights as
the Board of Directors may determine.
Accessor Capital Management L.P. ("Accessor Capital"), a Washington
limited partnership, is the manager and administrator of the Fund, pursuant to a
Management Agreement with the Fund. Accessor Capital is also the transfer agent,
registrar, dividend disbursing agent and provides recordkeeping, administrative
and compliance services pursuant to its Transfer Agency and Administrative
Agreement ("Transfer Agent Agreement") with the Fund.
INVESTMENT RESTRICTIONS, POLICIES AND RISK CONSIDERATIONS
Each Portfolio's investment objective and investment restrictions are
"fundamental" and may be changed only with the approval of the holders of a
majority of the outstanding voting securities of that Portfolio. As defined in
the Investment Company Act of 1940, as amended (the "Investment Company Act"), a
majority of the outstanding voting securities of a Portfolio means the lesser of
(i) 67% of the shares represented at a meeting at which more than 50% of the
outstanding shares are present in person or represented by proxy or (ii) more
than 50% of the outstanding shares.
INVESTMENT RESTRICTIONS
Each Portfolio is subject to the following "fundamental" investment
restrictions. Unless otherwise noted, these restrictions apply on a
Portfolio-by-Portfolio basis at the time an investment is being made. No
Portfolio will:
1. Purchase any security (other than obligations of the U.S.
Government, its agencies or instrumentalities) if as a result (i) with respect
to 75% of the Portfolio's total assets, more than 5% of the Portfolio's total
assets would then be invested in securities of a single issuer, or (ii) 25% or
more of the Portfolio's total assets would be invested in one or more issuers
having their principal business activities in the same industry. The U.S.
Government Money Portfolio may not purchase any security (other than obligations
of the U.S. Government, its agencies or instrumentalities) if as a result: (a)
more than 5% of the Portfolio's total assets would then be invested in
securities of a single issuer, or (b) 25% or more of the Portfolio's total
assets would be invested in one or more issuers having their principal business
activities in the same industry.
2. Issue senior securities, borrow money or pledge its assets, except
that a Portfolio may borrow up to 5% of the value of its total assets from banks
for temporary, extraordinary or emergency purposes and may pledge up to 10% of
the value of its total assets to secure such borrowings. In the event that the
asset coverage for the Portfolio's borrowings falls below 300%, the Portfolio
will reduce within three days the amount of its borrowings in order to provide
for 300% asset coverage. (For the purpose of this restriction, collateral
arrangements with respect to the writing of options, and, if applicable, futures
contracts, and collateral arrangements with respect to initial or variation
margin are not deemed to be a pledge of assets and neither such arrangements nor
the purchase or sale of futures is deemed to be the issuance of a senior
security).
3. Buy or sell commodities or commodity contracts, or real estate or
interests in real estate, although it may purchase and sell financial futures
contracts, stock index futures contracts and related options, securities which
are secured by real estate, securities of companies which invest or deal in real
estate and publicly traded securities of real estate investment trusts. No
Portfolio may purchase interests in real estate limited partnerships. The U.S.
Government Money Portfolio may not buy or sell commodities or commodity
contracts, or real estate or interests in real estate, except that the Portfolio
may purchase and sell securities which are secured by real estate and securities
of companies which invest or deal in real estate, other than securities of real
estate investment trusts and real estate limited partnerships.
4. Act as underwriter except to the extent that, in connection with the
disposition of portfolio securities, it may be deemed to be an underwriter under
certain federal and state securities laws.
5. Invest in interests in oil, gas or other mineral exploration or
development programs.
6. Make loans, except through repurchase agreements (repurchase
agreements with a maturity of longer than seven days together with other
illiquid securities being limited to 15% of the net assets of the Portfolio) and
except through the lending of its portfolio securities as described below under
"Investment Policies--Lending of Portfolio Securities."
7. Make investments for the purpose of exercising control of
management.
8. Acquire more than 5% of the outstanding voting securities, or 10% of
all of the securities, of any one issuer. The U.S. Government Money Portfolio
may not purchase common stock or other voting securities, preferred stock,
warrants or other equity securities, except as may be permitted by restriction
number 11.
9. Effect short sales (other than short sales against-the-box) or
purchase securities on margin (except that a Portfolio may obtain such
short-term credits as may be necessary for the clearance of purchases or sales
of securities, may trade in futures and related options, and may make margin
payments in connection with transactions in futures contracts and related
options).
10. Invest in securities, other than mortgage-related securities,
asset-backed securities or obligations of any U.S. Government agency or
instrumentality, of an issuer which, together with any predecessor, has been in
operation for less than three years if, as a result, more than 5% of the
Portfolio's total assets would then be invested in such securities.
11. Invest in securities of other registered investment companies,
except by purchases in the open market involving only customary brokerage
commissions and as a result of which not more than 5% of its total assets would
be invested in such securities, or as part of a merger, consolidation or other
acquisition, or as set forth under "Investment Policies -- Collateralized
Mortgage Obligations ("CMOs") and Real Estate Mortgage Investment Conduits
("REMICs")."
12. Purchase warrants if as a result the Portfolio would have more than
5% of its total assets invested in warrants or more than 2% of its total assets
invested in warrants not listed on the New York or American Stock Exchanges.
Warrants attached to other securities are not subject to this limitation. The
U.S. Government Money Portfolio may not purchase warrants.
INVESTMENT POLICIES
Liquidity Reserves. Each Portfolio (other than the U.S. Government
Money Portfolio) may have up to 20% of its assets in cash or cash equivalents to
meet redemption requests, and each Portfolio may hold cash reserves in an
unlimited amount for temporary defensive purposes when its Money Manager
believes that a more conservative approach is desirable. In addition, Accessor
Capital or a Money Manager may create an equity or fixed-income exposure for
cash reserves through the use of options or futures contracts. This will enable
the Portfolios to hold cash while receiving a return on the cash which is
similar to holding equity or fixed-income securities.
Repurchase Agreements. Each Portfolio may enter into repurchase
agreements with a seller who agrees to repurchase the securities at the
Portfolio's cost plus interest within a specified time (ordinarily a week or
less). The securities purchased by the Portfolio have a total value in excess of
the value of the repurchase agreement and are held by Fifth Third Bank, the
Portfolios' custodian (the "Custodian") until repurchased. The Portfolios'
repurchase agreements will at all times be fully collateralized by U.S.
Government securities or other collateral, such as cash, and the securities held
as collateral will be valued daily, and as the value of the securities declines,
the Portfolio will require additional collateral. If the seller defaults and the
value of the collateral securing the repurchase agreements declines, the
Portfolio may incur a loss. Repurchase agreements assist a Portfolio in being
invested fully while retaining "overnight" flexibility in pursuit of investments
of a longer-term nature. Each Portfolio will limit repurchase transactions to
commercial banks having at least $1 billion in total assets and broker-dealers
having a net worth of at least $5 million or total assets of at least $50
million, and will limit repurchase transactions to entities whose
creditworthiness is continually monitored and found satisfactory by Accessor
Capital or the Portfolio's Money Manager under the supervision of the Board of
Directors. Subject to the limitation on investing not more than 15% of a
Portfolio's net assets in illiquid securities, no Portfolio will invest more
than 15% of its net assets (taken at current market value) in repurchase
agreements maturing in more than seven days; provided, however, the U.S.
Government Money Portfolio will not invest more than 10% of its net assets in
illiquid securities (including repurchase agreements maturing in more than seven
days). See "Investment Restrictions, Policies and Risk Considerations - Illiquid
Securities."
Reverse Repurchase Agreements and Dollar Rolls. Each Portfolio may
enter into reverse repurchase agreements to meet redemption requests where the
liquidation of portfolio securities is deemed by the Portfolio's Money Manager
to be inconvenient or disadvantageous. A reverse repurchase agreement has the
characteristics of borrowing and is a transaction whereby a Portfolio transfers
possession of a portfolio security to a bank or a broker-dealer in return for a
percentage of the portfolio security's market value. The Portfolio retains
record ownership of the security involved, including the right to receive
interest and principal payments. At an agreed upon future date, the Portfolio
repurchases the security by paying an agreed upon purchase price plus interest.
The Intermediate Fixed-Income Portfolio, the Short-Intermediate Fixed-Income
Portfolio and the Mortgage Securities Portfolio (collectively, the "Bond
Portfolios"), may also enter into dollar rolls in which the Portfolios sell
securities for delivery in the current month and simultaneously contract to
repurchase substantially similar (same type and coupon) securities on a
specified future date from the same party. During the roll period, the
Portfolios forego principal and interest paid on the securities. The Portfolios
are compensated by the difference between the current sales price and the
forward price for the future purchase (often referred to as the "drop") as well
as by the interest earned on the cash proceeds of the initial sale.
At the time a Portfolio enters into reverse repurchase agreements or
dollar rolls, the Portfolio will establish or maintain a segregated account with
a custodian approved by the Board of Directors, containing cash or liquid assets
of the Portfolio having an aggregate value, measured on a daily basis, at least
equal in value to the repurchase price including any accrued interest. Each
Portfolio's entry into reverse repurchase agreements and dollar rolls, together
with its other borrowings, is limited to 5% of its net assets. Reverse
repurchase agreements and dollar rolls involve the risk that the market value of
securities retained in lieu of sale may decline below the price of the
securities the Portfolio has sold but is obligated to repurchase. In the event
the buyer of securities under a reverse repurchase agreement files for
bankruptcy or becomes insolvent, such buyer or its trustee or receiver may
receive an extension of time to determine whether to enforce the Portfolio's
obligation to repurchase the securities, and the Portfolio's use of the proceeds
of the reverse repurchase agreement may effectively be restricted pending such
decisions.
Reverse repurchase agreements and dollar rolls are considered
borrowings by the Portfolios for purposes of the percentage limitations
applicable to borrowings.
Real Estate-Related Securities. Each Portfolio may invest up to 5% of
its net assets in publicly-traded real estate investment trusts. Publicly-traded
real estate investment trusts generally engage in acquisition, development,
marketing, operating and long-term ownership of real property. Publicly-traded
real estate investment trust meeting certain asset income and distribution
requirements will generally not be subject to federal taxation on income
distributed to its shareholders.
Short Sales Against-the-Box. Although to date the Portfolios have made
no short sales against-the-box, and no Money Manager anticipates making short
sales against the box in the future, each Portfolio (other than the U.S.
Government Money Portfolio) may make short sales of securities against-the-box
or maintain a short position, provided that at all times when a short position
is open, the Portfolio owns an equal amount of such securities or securities
convertible or exchangeable for such securities without the payment of any
further consideration for the securities sold short. Not more than 25% of a
Portfolio's net assets (determined at the time of the short sale) may be subject
to such sales. Short sales against-the-box will be made primarily to defer
realization of gain or loss for federal income tax purposes.
Rights and Warrants. The Portfolios (except for the U.S. Government
Money Portfolio) may acquire up to 5% of their net assets in rights and warrants
in securities of issuers that meet the Portfolios' investment objective and
policies. Warrants are instruments which give the holder the right to purchase
the issuer's securities at a stated price during a stated term. Rights are
short-term warrants issued to shareholders in conjunction with new stock issues.
The prices of warrants do not necessarily move parallel to the prices of the
underlying securities. No Portfolio may purchase warrants (other than warrants
attached to other securities) if as a result the Portfolio would have more than
5% of its total assets invested in warrants or more than 2% of its total assets
invested in warrants not listed on the New York or American Stock Exchanges.
Warrants involve a risk of loss if the market price of the underlying securities
subject to the warrants never exceeds the exercise price of the warrants. See
"Investment Restrictions."
Mortgage-Related Securities. The Bond Portfolios may invest in
mortgage-related securities, and, in particular, mortgage pass-through
securities, Government National Mortgage Association ("GNMA") Certificates,
Federal National Mortgage Association ("FNMA") and Federal Home Loan Mortgage
Corporation ("FHLMC") mortgage-backed obligations and mortgage-backed securities
of other issuers (such as commercial banks, savings and loan institutions,
private mortgage insurance companies, mortgage bankers, and other secondary
market issuers). Some mortgage-related securities may be guaranteed by the U.S.
Government or an agency or instrumentality thereof; others are issued by
financial institutions such as commercial banks, savings and loan associations,
mortgage banks and securities broker-dealers (or affiliates of such institutions
established to issue these securities) in the form of mortgage-backed bonds and
are not guaranteed. Thus, credit risk among these instruments may vary. Payments
of principal and interest on Certificates issued by GNMA (but not the market
value of the Certificates themselves) are guaranteed by the full faith and
credit of the U.S. Government. Securities guaranteed by agencies or
instrumentalities of the U.S. Government, such as the FNMA or FHLMC, are
supported only by the discretionary authority of the U.S. Government to purchase
the agency's obligations. Mortgage-backed bonds are not guaranteed, although the
mortgage-related securities securing these obligations may be subject to U.S.
Government guarantee or third-party support. If the collateral securing the
privately issued obligation is insufficient to make payment on the obligation, a
holder could sustain a loss.
In the case of mortgage pass-through securities, such as GNMA
Certificates or FNMA and FHLMC mortgage-backed obligations, early repayment of
principal arising from prepayments of principal on the underlying mortgage loans
(due to the sale of the underlying property, the refinancing of the loan, or
foreclosure) may expose a Portfolio to a lower rate of return upon reinvestment
of the principal. For example, with respect to GNMA Certificates, although
mortgage loans in the pool will have maturities of up to 30 years, the actual
average life of a GNMA Certificate typically will be substantially less because
the mortgages will be subject to normal principal amortization and may be
prepaid prior to maturity. In periods of falling interest rates, the rate of
prepayment tends to increase, thereby shortening the actual average life of the
mortgage-backed security. Reinvestment of prepayments may occur at higher or
lower rates than the original yield on the Certificates.
In addition, tracking the "pass-through" payments on GNMA Certificates
and other mortgage-related and asset-backed securities may, at times, be
difficult. Expected payments may be delayed due to the delays in registering
newly traded paper securities. The Portfolios' Custodian's policies for
crediting missed payments while errant receipts are tracked down may vary. Some
mortgage-backed securities such as those of FHLMC and FNMA trade in book-entry
form and should not be subject to this risk of delays in timely payment of
income.
Asset-Backed Securities. The Bond Portfolios may invest in asset-backed
securities offered through trusts and special purpose subsidiaries in which
various types of assets, primarily home equity loans and automobile and credit
card receivables, are securitized in pass-through structures similar to the
mortgage pass-through structures described above or in a pay-through structure
similar to the collateralized mortgage structure. The Bond Portfolios may invest
in these and other types of asset-backed securities which may be developed in
the future.
Risks of Investing in Asset-Backed and Mortgage-Related Securities. The
yield characteristics of mortgage-related securities (including CMOs and REMICs)
and asset-backed securities differ from traditional debt securities. Among the
major differences are that interest and principal payments are made more
frequently, usually monthly, and that principal may be prepaid at any time
because the underlying mortgage loans or other assets generally may be prepaid
at any time. As a result, if the Bond Portfolios purchase such a security at a
premium, a prepayment rate that is faster than expected will reduce yield to
maturity, while a prepayment rate that is slower than expected will have the
opposite effect of increasing yield to maturity. Alternatively, if the Bond
Portfolios purchase these securities at a discount, faster than expected
prepayments will increase, while slower than expected prepayments will reduce,
yield to maturity.
Although the extent of prepayments in a pool of mortgage loans depends
on various economic and other factors, as a general rule prepayments on
fixed-rate mortgage loans will increase during a period of falling interest
rates and decrease during a period of rising interest rates. Accordingly,
amounts available for reinvestment by the Bond Portfolios are likely to be
greater during a period of declining interest rates and, as a result, likely to
be reinvested at lower interest rates than during a period of rising interest
rates. Asset-backed securities, although less likely to experience the same
prepayment rates as mortgage-related securities, may respond to certain of the
same factors influencing prepayments, while at other times different factors
will predominate. Mortgage-related securities and asset-backed securities may
decrease in value as a result of increases in interest rates and may benefit
less than other fixed-income securities from declining interest rates because of
the risk of prepayment.
Asset-backed securities involve certain risks that are not posed by
mortgage-related securities, because asset-backed securities do not usually have
the type of security interest in the related collateral that mortgage-related
securities have. For example, credit card receivables generally are unsecured
and the debtors are entitled to the protection of a number of state and federal
consumer credit laws, some of which may reduce a creditor's ability to realize
full payment. In the case of automobile receivables, due to various legal and
economic factors, proceeds from repossessed collateral may not always be
sufficient to support payments on these securities.
Collateralized Mortgage Obligations ("CMOs") and Real Estate Mortgage
Investment Conduits ("REMICs"). The Bond Portfolios may invest in CMOs and
REMICs. A CMO is a debt security that is backed by a portfolio of mortgages or
mortgage-backed securities. The issuer's obligation to make interest and
principal payments is secured by the underlying portfolio of mortgages or
mortgage-backed securities. CMOs generally are partitioned into several classes
with a ranked priority as to the time that principal payments will be made with
respect to each of the classes. These Portfolios may invest only in
privately-issued CMOs that are collateralized by mortgage-backed securities
issued or guaranteed by GNMA, FHLMC or FNMA and in CMOs issued by FHLMC.
Currently, approximately 95% of all CMOs are issued by FHLMC.
The Bond Portfolios also may invest in REMICs. An issuer of REMICs may
be a trust, partnership, corporation, association or a segregated pool of
mortgages, or may be an agency of the U.S. Government and, in each case, must
qualify and elect treatment as such under the Internal Revenue Code of 1986, as
amended (the "Code"). A REMIC must consist of one or more classes of "regular
interests," some of which may be adjustable rate, and a single class of
"residual interests." To qualify as a REMIC, substantially all the assets of the
entity must be in assets directly or indirectly secured, principally by real
property. These Portfolios do not intend to invest in residual interests. The
United States Congress intended for REMICs to ultimately become the exclusive
vehicle for the issuance of multi-class securities backed by real estate
mortgages. If a trust or partnership that issues CMOs does not elect or qualify
for REMIC status, it will be taxed at the entity level as a corporation.
In reliance on a Securities and Exchange Commission (the "SEC") rule,
the Bond Portfolios' investments in certain qualifying CMOs, including CMOs that
have elected to be treated as REMICs, are not subject to the Investment Company
Act's limitation on acquiring interests in other investment companies. In
addition, in reliance on an earlier SEC interpretation, the Fund's investments
in certain other CMOs which cannot or do not rely on the rule, are also not
subject to the Investment Company Act's limitation on acquiring interests in
other investment companies. In order to be able to rely on the SEC's
interpretation, the CMOs and REMICs must be unmanaged, fixed-asset issuers that
(a) invest primarily in mortgage-backed securities, (b) do not issue redeemable
securities, (c) operate under general exemptive orders exempting them from all
provisions of the Investment Company Act, and (d) are not registered or
regulated under the Investment Company Act as investment companies. To the
extent that these Portfolios select CMOs or REMICs that do not satisfy the
requirements of the rule or meet the above requirements, the Portfolio may not
invest more than 10% of its assets in all such entities and may not acquire more
than 3% of the voting securities of any single such entity.
Foreign Securities. Certain Portfolios may invest in foreign securities. Foreign
securities involve certain risks. These risks include political or economic
instability in the country of the issuer, the difficulty of predicting
international trade patterns, the possibility of imposition of exchange controls
and the risk of currency fluctuations. Such securities may be subject to greater
fluctuations in price than securities issued by U.S. corporations or issued or
guaranteed by the U.S. Government, its instrumentalities or agencies. Generally,
outside the United States there is less government regulation of securities
exchanges, brokers and listed companies and, with respect to certain foreign
countries, there is a possibility of expropriation, confiscatory taxation or
diplomatic developments which could affect investments within such countries.
In many instances, foreign debt securities may provide higher yields
than securities of domestic issuers which have similar maturities and quality.
However, under certain market conditions, these investments may be less liquid
than investments in the securities of U.S. corporations and are certainly less
liquid than securities issued or guaranteed by the U.S. Government, its
instrumentalities or agencies.
If a security is denominated in a foreign currency, such security will
be affected by changes in currency exchange rates and in exchange control
regulations, and costs will be incurred in connection with conversions between
currencies. A change in the value of any such currency against the U.S. dollar
will result in a corresponding change in the U.S. dollar value of the
Portfolio's securities denominated in that currency. Such changes also will
affect the Portfolio's income and distributions to shareholders. In addition,
although the Portfolio will receive income in such currencies, the Portfolio
will be required to compute and distribute its income in U.S. dollars.
Therefore, if the exchange rate for any such currency declines after the
Portfolio's income has been accrued and translated into U.S. dollars, the
Portfolio could be required to liquidate portfolio securities to make such
distributions, particularly when the amount of income the Portfolio is required
to distribute is not immediately reduced by the decline in such security.
Similarly, if an exchange rate declines between the time the Portfolio incurs
expenses in U.S. dollars and the time such expenses are paid, the amount of such
currency which must be converted into U.S. dollars to pay such expenses in U.S.
dollars will be greater than the equivalent amount in any such currency of such
expenses at the time they were incurred.
Special Risks of Investing in Foreign Securities of Emerging Countries.
Political and Economic Factors. Investing in Emerging Countries
involves potential risks relating to political and economic developments abroad.
Governments of many Emerging Countries have exercised and continue to exercise
substantial influence over many aspects of the private sector. Accordingly,
government actions in the future could have a significant effect on economic
conditions in Emerging Countries, which could affect the value of securities in
the Portfolios. The value of the investments made by the Portfolios will be
affected by commodity prices, inflation, interest rates, taxation, social
instability, and other political, economic or diplomatic developments in or
affecting the Emerging Countries in which the Portfolios have invested. In
addition, there is a possibility of expropriation or confiscatory taxation,
imposition of withholding taxes on dividend or interest payments, or other
similar developments which could affect investments in those countries. While
the Money Managers intend to manage the Portfolios in a manner that will
minimize the exposure to such risks, there can be no assurance that adverse
political changes will not cause the Portfolios to suffer a loss of interest or
principal on any of its holdings. The Portfolios will treat investments of the
Portfolios that are subject to repatriation restrictions of more than seven (7)
days as illiquid securities.
Foreign Exchange Risk. The value of non-U.S. dollar denominated
securities of issuers in Emerging Countries is affected by changes in currency
exchange rates or exchange control regulations. Foreign currency exchange rates
are determined by forces of supply and demand on the foreign exchange markets.
These forces are affected by the international balance of payments, economic and
financial conditions, government intervention, speculation and other factors.
Many of the currencies of Emerging Countries have experienced significant
devaluations relative to the U.S. dollar and major adjustments have been made in
certain of them at times.
Investing in Securities Markets of Emerging Countries. Certain of the
risks associated with investments generally are heightened for investments in
Emerging Countries. For example, securities markets in Emerging Countries may be
less liquid, more volatile and less subject to governmental regulation than U.S.
securities markets. There may be less publicly available information about
issuers in Emerging Countries than about domestic issuers. Emerging Country
issuers are not generally subject to accounting, auditing and financial
reporting standards comparable to those applicable to domestic issuers. Markets
in Emerging Countries also have different clearance and settlement procedures,
and in certain markets there have been times when settlements have been unable
to keep pace with the volume of securities transactions, making it difficult to
conduct such transactions. Delays in settlement could result in temporary
periods when a portion of the assets of the Portfolios are uninvested and no
return is earned thereon. Inability to dispose of securities due to settlement
problems could result in losses to the Portfolios due to subsequent declines in
value of securities or, if the Portfolios have entered into a contract to sell
securities, could result in possible liability to the purchaser.
Certain Emerging Countries require prior governmental approval of
investments by foreign persons, limit the amount of investment by foreign
persons in a particular company, limit the investment by foreign persons only to
a specific class of securities of a company that may have less advantageous
rights than the classes available for purchase by domiciliaries of the countries
and/or impose additional taxes on foreign investors. Certain Emerging Countries
may also restrict investment opportunities in issuers in industries deemed
important to national interests.
Certain Emerging Countries may require governmental approval for the
repatriation of investment income, capital or the proceeds of sales of
securities by foreign investors. In addition, if a deterioration occurs in an
Emerging Country's balance of payments or for other reasons, a country could
impose temporary restrictions on foreign capital remittances. The Portfolios
could be adversely affected by delays in, or a refusal to grant, any required
governmental approval for repatriation of capital, as well as by the application
to the Portfolios of any restrictions on investments.
Costs associated with transactions in securities of companies in
Emerging Countries are generally higher than costs associated with transactions
in U.S. securities. There are three basic components to such transaction costs,
which include brokerage fees, market impact costs (i.e., the increase or
decrease in market prices which may result when a Portfolio purchases or sells
thinly traded securities), and the difference between the bid-ask spread. Each
one of these components may be significantly more expensive in Emerging
Countries than in the U.S. or other developed markets because of less
competition among brokers, lower utilization of technology by exchanges and
brokers, the lack of derivative instruments and less liquid markets. In addition
to these transaction costs, the cost of maintaining custody of foreign
securities generally exceeds custodian costs for U.S. securities.
Throughout the last decade many Emerging Countries have experienced and
continue to experience high rates of inflation. In certain countries, inflation
has at times accelerated rapidly to hyperinflationary levels, creating a
negative interest rate environment and sharply eroding the value of outstanding
financial assets in those countries.
Illiquid Securities. No Portfolio may invest more than 15% of its net
assets in illiquid securities; provided, however, the U.S. Government Money
Portfolio will not invest more than 10% of its net assets in illiquid
securities. Securities which are illiquid include securities subject to
contractual or legal restrictions on resale because they have not been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
securities which are otherwise not readily marketable, repurchase agreements
having a maturity of longer than seven days, certain interest only
("IO")/principal only ("PO") strips and over-the-counter ("OTC") options.
Repurchase agreements subject to demand are deemed to have a maturity equal to
the notice period. Securities which have not been registered under the
Securities Act are referred to as private placements or restricted securities
and are purchased directly from the issuer or in the secondary market. Mutual
funds do not typically hold a significant amount of these restricted or other
illiquid securities because of the potential for delays on resale and
uncertainty in valuation. Limitations on resale may have an adverse effect on
the marketability of portfolio securities, and a mutual fund might be unable to
dispose of restricted or other illiquid securities promptly or at reasonable
prices and might thereby experience difficulty satisfying redemptions within
seven days. A mutual fund might also have to register such restricted securities
in order to dispose of them resulting in additional expense and delay. Adverse
market conditions could impede such a public offering of securities.
In recent years, a large institutional market has developed for certain
securities that are not registered under the Securities Act including repurchase
agreements, commercial paper, foreign securities, municipal securities and
corporate bonds and notes. Institutional investors depend on an efficient
institutional market in which the unregistered security can be readily resold or
on an issuer's ability to honor a demand for repayment. The fact that there are
contractual or legal restrictions on resale to the general public or to certain
institutions may not be indicative of the liquidity of such investments.
Rule 144A under the Securities Act allows for a broader institutional
trading market for securities otherwise subject to restriction on resale to the
general public by establishing a "safe harbor" from the registration
requirements of the Securities Act for resales of certain securities to
qualified institutional buyers (as such term is defined under Rule 144A).
Accessor Capital anticipates that the market for certain restricted securities
such as institutional commercial paper will expand further as a result of this
regulation and the development of automated systems for the trading, clearance
and settlement of unregistered securities of domestic and foreign issuers, such
as the PORTAL System sponsored by the National Association of Securities
Dealers, Inc. (the "NASD"). An insufficient number of qualified institutional
buyers interested in purchasing Rule 144A-eligible restricted securities held by
the Portfolios, however, could affect adversely the marketability of such
Portfolios' securities and, consequently, the Portfolios might be unable to
dispose of such securities promptly or at favorable prices. Accessor Capital
will monitor the liquidity of such restricted securities under the supervision
of the Board of Directors.
Restricted securities issued pursuant to Rule 144A are not deemed to be
illiquid. The Money Manager will monitor the liquidity of such restricted
securities subject to the supervision of Accessor Capital and the Board of
Directors. In reaching liquidity decisions, the Money Manager will consider,
among other things, the following factors: (1) the frequency of trades and
quotes for the security; (2) the number of dealers wishing to purchase or sell
the security and the number of other potential purchasers; (3) dealer
undertakings to make a market in the security; (4) the number of other potential
purchasers; and (5) the nature of the security and the nature of the marketplace
trades (e.g., the time needed to dispose of the security, the method of
soliciting offers and the mechanics of the transfer).
Lending of Portfolio Securities. Consistent with applicable regulatory
requirements, each Portfolio may lend its portfolio securities to brokers,
dealers and financial institutions, provided that outstanding loans do not
exceed in the aggregate the maximum allowable percentage under the applicable
laws and regulations of the value of the Portfolio's net assets and provided
that such loans are callable at any time by the Portfolio and are at all times
secured by cash or equivalent collateral that is at least equal to the market
value, determined daily, of the loaned securities. The advantage of such loans
is that the Portfolio continues to receive interest and dividends on the loaned
securities, while at the same time earning interest either directly from the
borrower or on the collateral which will be invested in short-term obligations.
A loan may be terminated by the borrower on one business day's notice
or by the Portfolio at any time. If the borrower fails to maintain the requisite
amount of collateral, the loan automatically terminates, and the Portfolio could
use the collateral to replace the securities while holding the borrower liable
for any excess of replacement cost over collateral. As with any extensions of
credit, there are risks of delay in recovery and in some cases loss of rights in
the collateral should the borrower of the securities fail financially. However,
these loans of portfolio securities will only be made to firms determined to be
creditworthy pursuant to procedures approved by the Board of Directors. On
termination of the loan, the borrower is required to return the securities to
the Portfolio, and any gain or loss in the market price during the loan would be
borne by the Portfolio.
Since voting or consent rights which accompany loaned securities pass
to the borrower, the Portfolio will follow the policy of calling the loan, in
whole or in part as may be appropriate, to permit the exercise of such rights if
the matters involved would have a material effect on the Portfolio's investment
in the securities which are the subject of the loan. The Portfolio will pay
reasonable finders', administrative and custodial fees in connection with a loan
of its securities or may share the interest earned on collateral with the
borrower.
Forward Commitments. A Portfolio may make contracts to purchase
securities for a fixed price at a future date beyond customary settlement time
("forward commitments") consistent with the Portfolio's ability to manage its
investment portfolio and meet redemption requests. The Portfolio may dispose of
a commitment prior to settlement if it is appropriate to do so and realize
short-term profits or losses upon such sale. When effecting such transactions,
cash or liquid assets of the Portfolio of a dollar amount sufficient to make
payment for the portfolio securities to be purchased, measured on a daily basis,
will be segregated on the Portfolio's records at the trade date and maintained
until the transaction is settled, so that the purchase of securities on a
forward commitment basis is not deemed to be the issuance of a senior security.
Forward commitments involve a risk of loss if the value of the security to be
purchased declines prior to the settlement date.
Options. The Portfolios' investment policies permit the Portfolios
(other than the U.S. Government Money Portfolio) to purchase put and call
options and write (sell) "covered" put and "covered" call options.
A call option is a contract whereby a purchaser pays a premium in
exchange for the right to buy the security on which the option is written at a
specified price during the term of the option. A written call option is
"covered" if the Portfolio owns the optioned securities or the Portfolio
maintains in a segregated account with the Fund's Custodian, cash, U.S.
Government securities or other liquid assets with a value sufficient to meet its
obligations under the call option, measured on a daily basis, or if the
Portfolio owns an offsetting call option. When a Portfolio writes a call option,
it receives a premium and gives the purchaser the right to buy the underlying
security at any time during the call period, at a fixed exercise price
regardless of market price changes during the call period. If the call is
exercised, the Portfolio forgoes any gain from an increase in the market price
of the underlying security over the exercise price.
The purchaser of a put option pays a premium and receives the right to
sell the underlying security at a specified price during the term of the option.
The writer of a put option, receives a premium and in return, has the
obligation, upon exercise of the option, to acquire the securities or currency
underlying the option at the exercise price. A written put option is "covered"
if a Portfolio deposits with the Fund's Custodian, cash, U.S. Government
securities or other liquid assets with an aggregate value, measured on a daily
basis, at least equal to the exercised price of the put option.
The Portfolios may purchase and write covered put and covered call
options that are traded on United States or foreign securities exchanges or that
are listed on NASDAQ. Currency options may be either listed on an exchange or
traded OTC. Options on financial futures and stock indices are generally settled
in cash as opposed to the underlying securities.
Listed options are third-party contracts (i.e., performance of the
obligations of the purchaser and seller is guaranteed by the exchange or
clearing corporation) and have standardized strike prices and expiration dates.
OTC options are privately negotiated with the counterparty to such contract and
are purchased from and sold to dealers, financial institutions or other
counterparties which have entered into direct agreements with the Portfolios.
OTC options differ from exchange-traded options in that OTC options are
transacted with the counterparty directly and not through a clearing corporation
(which guarantees performance). If the counterparty fails to take delivery of
the securities underlying an option it has written, the Portfolios would lose
the premium paid for the option as well as any anticipated benefit of the
transaction. Consequently, the Portfolios must rely on the credit quality of the
counterparty and there can be no assurance that a liquid secondary market will
exist for any particular OTC options at any specific time. The SEC has taken the
position that purchased OTC options and the assets used as cover for written OTC
options are illiquid securities subject to the 15% limitation described in
"Illiquid Securities."
The Portfolios will not write covered put or covered call options on
securities if the obligations underlying the put options and the securities
underlying the call options written by the Portfolio exceed 25% of its net
assets other than OTC options and assets used as cover for written OTC options.
Furthermore, the Portfolios will not purchase or write put or call options on
securities, stock index futures or financial futures if the aggregate premiums
paid on all such options exceed 20% of the Portfolio's total net assets, subject
to the foregoing limitations.
If the writer of an option wishes to terminate the obligation, he or
she may effect a "closing purchase transaction." This is accomplished by buying
an option of the same series as the option previously written. The effect of the
purchase is that the writer's position will be canceled by the clearing
corporation. However, a writer may not effect a closing purchase transaction
after he or she has been notified of the exercise of an option. Similarly, an
investor who is the holder of an option may liquidate his or her position by
effecting a "closing sale transaction." This is accomplished by selling an
option of the same series as the option previously purchased. Each Portfolio
will realize a profit from a closing transaction if the price of the transaction
is less than the premium received from writing the option or is more than the
premium paid to purchase the option; the Portfolio will realize a loss from a
closing transaction if the price of the transaction is more than the premium
received from writing the option or is less than the premium paid to purchase
the option.
There is no guarantee that either a closing purchase or a closing sale
transaction can be effected. To secure the obligation to deliver the underlying
security in the case of a call option, the writer of the option is generally
required to pledge for the benefit of the broker the underlying security or
other assets in accordance with the rules of the relevant exchange or
clearinghouse, such as The Options Clearing Corporation, an institution created
to interpose itself between buyers and sellers of options in the United States.
Technically, the clearinghouse assumes the other side of every purchase and sale
transaction on an exchange and, by doing so, guarantees the transaction.
Risks of Transactions in Options. An option position may be closed out
only on an exchange, board of trade or other trading facility which provides a
secondary market for an option of the same series. Although the Portfolios will
generally purchase or write only those options for which there appears to be an
active secondary market, there is no assurance that a liquid secondary market on
an exchange will exist for any particular option, or at any particular time, and
for some options no secondary market on an exchange or otherwise may exist. In
such event it might not be possible to effect closing transactions in particular
options, with the result that the Portfolio would have to exercise its options
in order to realize any profit and would incur brokerage commissions upon the
exercise of call options and upon the subsequent disposition of underlying
securities acquired through the exercise of call options or upon the purchase of
underlying securities for the exercise of put options. If the Portfolio as a
covered call option writer is unable to effect a closing purchase transaction in
a secondary market, it will not be able to sell the underlying security until
the option expires or it delivers the underlying security upon exercise.
Reasons for the absence of a liquid secondary market on an exchange
include the following: (i) there may be insufficient trading interest in certain
options; (ii) restrictions may be imposed by an exchange on opening transactions
or closing transactions or both; (iii) trading halts, suspensions or other
restrictions may be imposed with respect to particular classes or series of
options or underlying securities; (iv) unusual or unforeseen circumstances may
interrupt normal operations on an exchange; (v) the facilities of an exchange or
a clearing corporation may not at all times be adequate to handle current
trading volume; or (vi) one or more exchanges could, for economic or other
reasons, decide or be compelled at some future date to discontinue the trading
of options (or a particular class or series of options), in which event the
secondary market on that exchange (or in the class or series of options) would
cease to exist, although outstanding options on that exchange that had been
issued by a clearing corporation as a result of trades on that exchange would
continue to be exercisable in accordance with their terms. There is no assurance
that higher than anticipated trading activity or other unforeseen events might
not, at times, render certain of the facilities of any of the clearing
corporations inadequate, and thereby result in the institution by an exchange of
special procedures which may interfere with the timely execution of customers'
orders. The Portfolios intend to purchase and sell only those options which are
cleared by clearinghouses whose facilities are considered to be adequate to
handle the volume of options transactions.
Futures Contracts. Each Portfolio (other than the U.S. Government Money
Portfolio) is permitted to enter into financial futures contracts, stock index
futures contracts and related options thereon ("futures contracts") in
accordance with its investment objective.
A futures contract is the contractual obligation to acquire or sell the
securities called for by the contract at a specified price on a specified date.
Futures contracts are traded on "contract markets" designated by the Commodity
Futures Trading Commission. Trading is similar to the manner stock is traded on
an exchange, except that all contracts are cleared through and guaranteed to be
performed by a clearing corporation associated with the commodity exchange on
which the futures contract is traded.
Upon entering into a futures contract, a Portfolio is required to
deposit in a segregated account with the Fund's Custodian in the name of the
futures broker through whom the transaction was effected, initial margin
consisting of cash, U.S. government securities or other liquid assets having an
aggregate value, measured on a daily basis, at least equal to the amount of the
covered obligations. The initial margin is in the amount of cash or short-term
securities equal to a specified percentage of the futures amount (approximately
5% or more of the futures contract amount). Subsequent daily payments are made
between the Portfolio and futures broker to maintain the initial margin at the
specified percentage. The purchase and sale of futures contracts and collateral
arrangements with respect thereto are not deemed to be a pledge of assets and
such arrangements are not deemed to be a senior security.
A "short hedge" is taking a short position in the futures market (that
is, selling a financial instrument or a stock index futures contract for future
delivery on the contract market) as a temporary substitute for sale of the
financial instrument or common stock, respectively, in the cash market, when a
Portfolio holds and continues to hold the financial instrument necessary to make
delivery under the financial futures contract or holds common stocks in an
amount at least equal in value to the stock index futures contract.
A "long hedge" is taking a long position in the futures market (that
is, purchasing a financial instrument or a stock index futures contract for
future delivery on a contract market) as a temporary substitute for purchase of
the financial instrument or common stock, respectively, in the cash market when
the Portfolio holds and continues to hold segregated liquid assets sufficient to
take delivery of the financial instrument under the futures contract.
A "stock index futures contract" is a contract to buy or sell specified
units of a stock index at a specified future date at a price agreed upon when
the contract is made. A unit is the current value of the contract index. The
stock index futures contract specifies that no delivery of the actual stocks
making up the index will take place. Upon the termination of the contract,
settlement is the difference between the contract price and the actual level of
the stock index at the contract expiration and is paid in cash.
A "financial futures contract" (or an "interest rate futures contract")
is a contract to buy or sell a specified quantity of financial instruments such
as United States Treasury bonds, notes, bills, commercial paper and bank
certificates of deposit, an agreed amount of currencies, or the cash value of a
financial instrument index at a specified future date at a price agreed upon
when the contract is made. Substantially all futures contracts are closed out
before settlement date or call for cash settlement. A futures contract is closed
out by buying or selling an identical offsetting futures contract which cancels
the original contract to make or take delivery.
It is anticipated that the primary use of stock index futures contracts
will be for a long hedge in order to minimize the impact of cash balances. For
example, a Portfolio may sell stock when a Money Manager determines that it no
longer is a favorable investment, anticipating to invest the proceeds in
different stocks. Until the proceeds are reinvested in stocks, the Portfolio may
purchase a long position in a stock index futures contract.
The Portfolios may purchase options on futures contracts as an
alternative or in addition to buying or selling futures contracts for hedging
purposes. Options on futures are similar to options on the security upon which
the futures contracts are written except that options on stock index futures
contracts give the purchaser the right, in return for a premium paid, to assume
a position in a stock index futures contract at any time during the life of the
option at a specified price and options on financial futures contracts give the
purchaser the right, in return for a premium paid, to assume a position in a
financial futures contract at any time during the life of the option at a
specified price.
Stock index futures contracts may be used by the Equity Portfolios as a
hedge during or in anticipation of market decline. For example, if the market
was anticipated to decline, stock index futures contracts in a stock index with
a value that correlates with the declining stock value would be sold (short
hedge) which would have a similar effect as selling the stock. As the market
value declines, the stock index future's value decreases, partly offsetting the
loss in value on the stock by enabling the Portfolio to repurchase the futures
contract at a lower price to close out the position.
Financial futures contracts may be used by the Bond Portfolios as a
hedge during or in anticipation of interest rate changes. For example, if
interest rates were anticipated to rise, financial futures contracts would be
sold (short hedge) which have a similar effect as selling bonds. Once interest
rates increase, fixed-income securities held in a Portfolio's portfolio would
decline, but the futures contract value decreases, partly offsetting the loss in
value of the fixed-income security by enabling the Portfolio to repurchase the
futures contract at a lower price to close out the position.
The Portfolios may purchase a put option on a stock index futures
contract instead of selling a futures contract in anticipation of market
decline. Purchasing a call option on a stock index futures contract is used
instead of buying a futures contract in anticipation of a market advance, or to
temporarily create an equity exposure for cash balances until those balances are
invested in equities. Options on financial futures are used in similar manner in
order to hedge portfolio securities against anticipated changes in interest
rates.
There are certain investment risks in using futures contracts as a
hedging technique. One risk is the imperfect correlation between the price
movement of the futures contracts and the price movement of the portfolio
securities that are the subject of the hedge. The degree of imperfection of
correlation depends upon circumstances such as: variations in speculative market
demand for futures and for debt securities and currencies, and differences
between the financial instruments being hedged and the instruments underlying
the futures contracts available for trading with respect to interest rate levels
and maturities. Another risk is that a liquid secondary market may not exist for
a futures contract, causing a Portfolio to be unable to close out the futures
contract and thereby affecting a Portfolio's hedging strategy.
Limitations on Futures and Options Transactions. The Fund has filed a
notice of eligibility for exclusion from the definition of the term "commodity
pool operator" with the Commodity Futures Trading Commission ("CFTC") and the
National Futures Association, which regulate trading in the futures markets.
Pursuant to Section 4.5 of the regulations under the Commodity Exchange Act, the
notice of eligibility includes the following representations:
(a) The Fund will use commodity futures contracts and options solely
for bona fide hedging purposes within the meaning of CFTC regulations; provided
that the Fund may hold long positions in commodity futures contracts or options
that do not fall within the definition of bona fide hedging transactions if the
positions are used as part of the Fund management strategy and are incidental to
the Fund's activities in the underlying cash market, and the underlying
commodity value of the positions at all times will not exceed the sum of (i)
cash or U.S. dollar-denominated high quality short-term money market instruments
set aside in an identifiable manner, plus margin deposits, (ii) cash proceeds
from existing investments due in 30 days, and (iii) accrued profits on the
positions held by a futures commission merchant; and
(b) The Fund will not enter into any commodity futures contract or
options if, as a result, the sum of initial margin deposits on commodity futures
contracts or options the Fund has purchased, after taking into account
unrealized profits and losses on such contracts, would exceed 5% of the Fund's
total assets.
Foreign Currency Transactions. The International Equity Portfolio (the
"International Portfolio") may enter into foreign currency transactions. The
value of the assets of the International Portfolio as measured in U.S. dollars
may be affected favorably or unfavorably by changes in foreign currency exchange
rates and exchange control regulations, and the International Portfolio may
incur costs in connection with conversions between various currencies. The
International Portfolio will conduct foreign currency exchange transactions
either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign
currency exchange market, or through forward contracts to purchase or sell
foreign currencies. A forward foreign currency exchange contract involves an
obligation to purchase or sell a specific currency at a future date, which may
be any fixed number of days ("term") from the date of the contract agreed upon
by the parties, at a price set at the time of the contract. These contracts are
traded directly between currency traders (usually large commercial banks) and
their customers.
The International Portfolio may enter into forward foreign currency
exchange contracts when the Money Manager determines that the best interests of
the International Portfolio will be served. When the International Portfolio
enters into a contract for the purchase or sale of a security denominated in a
foreign currency, it may desire to establish the U.S. dollar costs or proceeds.
By entering into a forward contract in U.S. dollars for the purchase or sale of
the amount of foreign currency involved in an underlying security transaction,
the International Portfolio will be able to protect against possible losses
between trade and settlement dates resulting from an adverse change in the
relationship between the U.S. dollar and such foreign currency. Such contracts
may limit potential gains which might result from a possible change in the
relationship between the U.S. dollar and such foreign currency.
When a Money Manager believes that the currency of a particular foreign
country may suffer a substantial decline against the U.S. dollar, it may enter
into a forward contract to sell an amount of foreign currency approximating the
value of some or all of the International Portfolio's portfolio securities
denominated in such foreign currency. The forecasting of short-term currency
market movement is extremely difficult and the successful execution of a
short-term hedging strategy is highly uncertain. The International Portfolio
will not enter into such forward contracts on a regular basis or continuous
basis if the International Portfolio would have more than 25% of its gross
assets denominated in the currency of the contract or 10% of the value of its
total assets committed to such contracts, where the International Portfolio
would be obligated to deliver an amount of foreign currency in excess of the
value of the International Portfolio's portfolio securities or other assets
denominated in that currency. Under normal circumstances, consideration of the
prospect for currency parities will be incorporated into the longer term
investment decisions made with regard to overall diversification strategies. The
International Portfolio's Custodian will segregate cash, equity or debt
securities in an amount not less than the value of the International Portfolio's
total assets committed to foreign currency exchange contracts entered into under
this second type of transaction.
It is impossible to forecast with absolute precision the market value
of portfolio securities at the expiration of the contract. Accordingly, it may
be necessary for the International Portfolio to purchase additional foreign
currency on the spot market (and bear the expense of such purchases) if the
market value of the security is less than the amount of foreign currency the
International Portfolio are obligated to deliver and if a decision is made to
sell the security and make delivery of the foreign currency. Conversely, it may
be necessary to sell on the spot market some of the foreign currency received
upon the sale of the portfolio security if its market value exceeds the amount
of foreign currency the International Portfolio are obligated to deliver.
This method of protecting the value of the International Portfolio's
portfolio securities against a decline in the value of the currency does not
eliminate fluctuations in the underlying prices of the securities. It
establishes a rate of exchange which one can achieve at some future point in
time. Although such contracts tend to minimize the risk of loss due to a decline
in the value of the hedged currency, at the same time, they tend to limit any
potential gain which might result should the value of such currency increase.
U.S. Government Obligations. The types of U.S. Government obligations
in which the Portfolios may at times invest include: (1) a variety of United
States Treasury obligations, which differ only in their interest rates,
maturities and times of issuance, i.e., United States Treasury bills having a
maturity of one year or less, United States Treasury notes having maturities of
one to ten years, and United States Treasury bonds generally having maturities
of greater than ten years; (2) obligations issued or guaranteed by U.S.
Government agencies and instrumentalities which are supported by any of the
following: (a) the full faith and credit of the United States Treasury (such as
GNMA Participation Certificates), (b) the right of the issuer to borrow an
amount limited to a specific line of credit from the United States Treasury, (c)
discretionary authority of the U.S. Government agency or instrumentality, or (d)
the credit of the instrumentality (examples of agencies and instrumentalities
are: Federal Land Banks, Farmers Home Administration, Central Bank for
Cooperatives, Federal Intermediate Credit Banks, Federal Home Loan Banks and
FNMA). No assurance can be given that the U.S. Government will provide financial
support to such U.S. Government agencies or instrumentalities described in
(2)(b), (2)(c) and (2)(d) in the future, other than as set forth above, since it
is not obligated to do so by law. The Portfolios may purchase U.S. Government
obligations on a forward commitment basis.
Obligations issued or guaranteed as to principal and interest by the U.
S. Government may be acquired by a Portfolio in the form of custodial receipts
that evidence ownership of future interest payments, principal payments or both
on certain United States Treasury notes or bonds. These custodial receipts are
commonly referred to as U.S. Treasury STRIPS.
Variable and Floating Rate Securities. A floating rate security is one
whose terms provide for the automatic adjustment of interest rate whenever a
specified interest rate changes. A variable rate security is one whose terms
provide for the automatic establishment of a new interest rate on set dates. The
interest rate on floating rate securities is ordinarily tied to and is a
percentage of the prime rate of a specified bank or some similar objective
standard, such as the 90-day United States Treasury bill rate, and may change as
often as twice daily. Generally, changes in interest rates on floating rate
securities will reduce changes in the security's market value from the original
purchase price, resulting in the potential for capital appreciation or capital
depreciation being less than for fixed-income obligations with a fixed interest
rate.
The U.S. Government Money Portfolio may purchase variable rate U.S.
Government obligations which are instruments issued or guaranteed by the U.S.
Government, or any agency or instrumentality thereof, which have a rate of
interest subject to adjustment at regular intervals but less frequently than
annually. Variable rate U.S. Government obligations on which interest is
readjusted no less frequently than annually will be deemed to have a maturity
equal to the period remaining until the next readjustment of the interest rate.
The Portfolios may purchase floating and variable rate demand notes and
bonds, which are obligations ordinarily having stated maturities in excess of
397 days, but which permit the holder to demand payment of principal at any
time, or at specified intervals not exceeding 397 days, in each case upon not
more than 30 days' notice. Variable rate demand notes include master demand
notes which are obligations that permit a Portfolio to invest fluctuating
amounts, which may change daily without penalty, pursuant to direct arrangements
between the Portfolio, as lender, and the borrower. The interest rates on these
notes fluctuate from time to time. The issuer of such obligations normally has a
corresponding right, after a given period, to prepay in its discretion the
outstanding principal amount of the obligations plus accrued interest upon a
specified number of days' notice to the holders of such obligations. The
interest rate on a floating rate demand obligation is based on a known lending
rate, such as a bank's prime rate, and is adjusted automatically each time such
rate is adjusted. The interest rate on a variable rate demand obligation is
adjusted automatically at specified intervals. Frequently, such obligations are
collateralized by letters of credit or other credit support arrangements
provided by banks. Because these obligations are direct lending arrangements
between the lender and borrower it is not contemplated that such instruments
generally will be traded, and there generally is no established secondary market
for these obligations, although they are redeemable at face value. Accordingly,
where these obligations are not secured by letters of credit or other credit
support arrangements, a Portfolio's right to redeem is dependent on the ability
of the borrower to pay principal and interest on demand. Such obligations
frequently are not rated by credit rating agencies and a portfolio may invest in
obligations which are not so rated only if its Money Manager determines that at
the time of investment the obligations are of comparable quality to the other
obligations in which the Portfolio may invest. The Money Manager of a Portfolio
will consider on an ongoing basis the creditworthiness of the issuers of the
floating and variable rate demand obligations held by the Portfolio.
Inverse Floaters. Although to date the Portfolios have not invested in
inverse floaters, and no Money Manager anticipates investing in inverse
floaters, the Bond Portfolios and the International Portfolio may invest up to
5% of their net assets in inverse floaters. Inverse floaters are securities with
a variable interest rate that varies in inverse proportion to the direction of
an interest rate, or interest rate index. Inverse floaters have significantly
greater risk than conventional fixed-income instruments. When interest rates are
declining, coupon payments will rise at periodic intervals. This rise in coupon
payments causes rapid dramatic increases in prices compared to those expected
from conventional fixed-income instruments of similar maturity. Conversely,
during times of rising interest rates, the coupon payments will fall at periodic
intervals. This fall in coupon payments causes rapid dramatic decreases in
prices compared to those expected from conventional fixed-income instruments of
similar maturity. If the Bond Portfolios or the International Portfolio invest
in inverse floaters, they will treat inverse floaters as illiquid securities
except for (i) inverse floaters issued by U.S. Government agencies and
instrumentalities backed by fixed-rate mortgages, whose liquidity is monitored
by Accessor Capital and the Money Managers for the Portfolios subject to the
supervision of the Board of Directors or (ii) where such securities can be
disposed of promptly in the ordinary course of business at a value reasonably
close to that used in the calculation of net asset value per share.
Privately-Issued STRIP Securities. The Portfolios may invest in
principal portions or coupon portions of U.S. Government Securities that have
been separated (stripped) by banks, brokerage firms, or other entities
("privately-issued STRIPS"). Stripped securities are usually sold separately in
the form of receipts or certificates representing undivided interests in the
stripped portion and are not considered to be issued or guaranteed by the U.S.
Government. Stripped securities may be more volatile than non-stripped
securities. No Portfolio will invest more than 5% of its net assets in
privately-issued STRIPS.
MANAGEMENT OF THE FUND
The Board of Directors is responsible for overseeing generally the
operation of the Fund. The officers are responsible for the day-to-day
management and administration of the Fund's operations.
<TABLE>
<CAPTION>
Name and Position with Principal Occupations
Address Age the Fund During Past Five Years
<S> <C> <C> <C>
*J. Anthony Whatley, III** 56 Director, President and Executive Director, Accessor Capital
1420 Fifth Avenue Principal Executive Officer Management L.P. since April 1991;
Seattle, WA President, Accessor Capital Management
Associates, Inc. since April 1991;
President, Northwest Advisors, Inc.
since 1990; Senior Vice President and
Director of Sales and Marketing, Frank
Russell Company (asset strategy
consultant) from 1986 to 1990.
George G. Cobean, III 61 Director Partner, Martinson, Cobean &
1607 South 341st Place Associates, P.S. (certified public
Federal Way, WA accountants) since 1973.
Geoffrey C. Cross 59 Director President, Geoffrey C. Cross P.S.,
252 Broadway Inc., (general practice of law) since
Tacoma, WA 1970.
Ravindra A. Deo 36 Vice President, Director and Vice President, Northwest
1420 Fifth Avenue Treasurer and Advisors, Inc. since July 1993; Vice
Seattle, WA Principal Financial President and Chief Investment Officer,
and Accounting Officer Accessor Capital Management L.P. since
January 1992; Senior Vice President,
Leland O'Brien Rubenstein Associates
Incorporated (investment adviser) from
1986 to 1991.
Linda V. Whatley** 41 Vice President and Director, Secretary and Treasurer of
1420 Fifth Avenue Assistant Secretary Northwest Advisors, Inc. since July
Seattle, WA 1993; Vice President, Accessor Capital
Management L.P. since April 1991;
Secretary since April 1991 and
Director and Treasurer since June
1992 of Bennington Capital
Management Associates, Inc.;
Student, University of Washington
MBA Program from 1987 to 1990; Vice
President, Russell Analytical
Services, Frank Russell Company
(asset strategy consultant) from
1984 to 1987.
Robert J. Harper 55 Vice President Director and Vice President, Northwest
1420 Fifth Avenue Advisers, Inc. since November 1995;
Seattle, WA Director of Sales and Client Service,
Accessor Capital Management L.P. since
October 1993; President, National
Training Program since January 1980.
Christine J. Stansbery 47 Secretary Assistant Vice President-Compliance
1420 Fifth Avenue since January 1997, Regulatory Manager
Seattle, WA from March 1996 to December 1996, Legal
Assistant from March 1993 to March
1996 at Accessor Capital Management
L.P.; Assistant to Administrator,
Bailey Boushay House, Virginia
Mason Hospital, from 1990 to 1992
(health care).
</TABLE>
*"Interested Person" by virtue of his employment by and/or indirect interest in
Accessor Capital.
** J. Anthony Whatley, III and Linda V. Whatley are husband and wife.
The following table shows the compensation paid by the Fund to the
Directors during the fiscal year ended December 31, 1998:
<TABLE>
COMPENSATION TABLE
<CAPTION>
Pension or Retirement Estimated Total
Aggregate Benefits Accrued as part Annual Compensation from
Compensation of Fund Expenses Benefits upon Fund Paid to
Director from the Fund Retirement Board Members
<S> <C> <C> <C> <C>
J. Anthony Whatley III None None None None
George G. Cobean III $10,000.00 None None $10,000.00
Geoffrey C. Cross $10,000.00 None None $10,000.00
</TABLE>
Directors who are not "interested persons" of the Fund are paid fees of
$2,5001 per meeting plus out-of-pocket costs associated with attending Board
meetings. Directors employed by Accessor Capital have agreed that, if their
employment with Accessor Capital is terminated for any reason, and a majority of
the remaining Directors of the Fund so request, they will be deemed to have
resigned from the Board of Directors upon being informed of such vote. The
Fund's officers and employees are paid by Accessor Capital and receive no
compensation from the Fund.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of February 15, 1999, the following persons were the owners, of
record or beneficially, of 5% or more of the shares of the Portfolios of the
Fund:
<TABLE>
<CAPTION>
Growth Portfolio
----------------
Advisor Class Investor Class
------------- --------------
<S> <C> <C> <C>
Charles Schwab & Company 11.06% Zions First National Bank 68.55%
101 Montgomery St. One South Main Street
San Francisco, CA 94104 Salt Lake City, UT 84130
OneDun, account nominee for 6.41% The Trust Company of Sterne 14.67%
First American Bank 800 Shades Creek Pkwy
218 West Main Street Birmingham, AL 35209
Dundee, IL 60118
National Financial Service Corp. 9.79% First Interstate Bank 7.60%
For the Exclusive Benefit of its customers Attn: Trust Department
P. O. Box 3908 P. O. Box 30918
Church Street Station Billings, MT 59116
New York, NY 10008-3908
One Valley Bank NA 6.57%
P. O. Box 1793
Charleston, WV 25326
Eastern Bank & Trust Co. 6.99%
225 Essex St.
Salem, MA 01970
Trust Company of Illinois 5.22%
45 South Park Blvd., #300
Glen Ellyn, IL 60137
</TABLE>
<TABLE>
<CAPTION>
Value and Income Portfolio
--------------------------
Advisor Class Investor Class
------------- --------------
<S> <C> <C> <C>
Charles Schwab & Company 6.91% Zions First National Bank 63.23%
101 Montgomery St. One South Main Street
San Francisco, CA 94104 Salt Lake City, UT 84130
One Valley Bank NA 15.15% The Trust Company of Stern 18.06%
P. O. Box 1793 800 Shades Creek Pkwy
Charleston, WV 25326 Birmingham, AL 35209
Eastern Bank & Trust Co. 10.40% First Interstate Bank 12.16%
225 Essex St. Attn: Trust Department
Salem, MA 01970 P. O. Box 30918
Billings, MT 59116
Lew & Co., Inc., account nominee for 11.68%
Resource Trust Company
900 2nd Avenue South, Suite 300
Minneapolis, MN 55402
First Interstate Bank 9.43%
Attn: Trust Department
P. O. Box 30918
Billings, MT 59116
</TABLE>
<TABLE>
<CAPTION>
Small to Mid Cap Portfolio
--------------------------
Advisor Class Investor Class
------------- --------------
<S> <C> <C> <C>
Charles Schwab & Company 13.56% Zions First National Bank 73.17%
101 Montgomery St. One South Main Street
San Francisco, CA 94104 Salt Lake City, UT 84130
One Valley Bank NA 6.53% The Trust Company of Sterne 16.75%
P. O. Box 1793 800 Shades Creek Pkwy
Charleston, WV 25326 Birmingham, AL 35209
Hubco Regions Bank, account nominee for 19.48%
Regions Bank
P. O. Box 10247
Birmingham, AL 35202
</TABLE>
<TABLE>
<CAPTION>
International Equity Portfolio
------------------------------
Advisor Class Investor Class
------------- --------------
<S> <C> <C> <C>
Stap & Company, account nominee for 26.09% Zions First National Bank 77.17%
National Westminster Bankcorp. One South Main Street
2 Montgomery Street Salt Lake City, UT 84130
Jersey City, NJ 07302
One Valley Bank NA 11.04% The Trust Company of Sterne 18.16%
P. O. Box 1793 800 Shades Creek Pkwy
Charleston, WV 25326 Birmingham, AL 35209
Hubco Regions Bank, account nominee for 24.15%
Regions Bank
P. O. Box 10247
Birmingham, AL 35202
</TABLE>
<TABLE>
<CAPTION>
Intermediate Fixed-Income Portfolio
-----------------------------------
Advisor Class Investor Class
------------- --------------
<S> <C> <C> <C>
Zions First National Bank 11.36% The Trust Company of Sterne 35.38%
One South Main Street 800 Shades Creek Pkwy
Salt Lake City, UT 84130 Birmingham, AL 35209
National Financial Service Corp. 7.65% Zions First National Bank 50.51%
For the Exclusive Benefit of its customers One South Main Street
P. O. Box 3908 Salt Lake City, UT 84130
Church Street Station
New York, NY 10008-3908
Eastern Bank & Trust Co. 9.99% First Interstate Bank 11.60%
225 Essex St. Attn: Trust Department
Salem, MA 01970 P. O. Box 30918
Billings, MT 59116
Community First National 26.95%
c/o Mase & Co.
520 Main Ave
Fargo, ND 58124
</TABLE>
<TABLE>
<CAPTION>
Short-Intermediate Fixed-Income Portfolio
-----------------------------------------
Advisor Class Investor Class
------------- --------------
<S> <C> <C> <C>
Zions First National Bank 31.99% The Trust Company of Sterne 7.82%
One South Main Street 800 Shades Creek Pkwy
Salt Lake City, UT 84130 Birmingham, AL 35209
GreatBanc Trust Company 12.83% Zions First National Bank 75.90%
105 East Galena Blvd. One South Main Street
Aurora, IL 60505 Salt Lake City, UT 84130
One Valley Bank NA 27.47% First Interstate Bank 15.31%
P. O. Box 1793 Attn: Trust Department
Charleston, WV 25326 P. O. Box 30918
Billings, MT 59116
Fifth Third Bank TTEE 6.44%
Citizens Federal Bank Pension Trust #7771173
PO Box 630074
Cincinnati, OH 45230
</TABLE>
<TABLE>
<CAPTION>
Mortgage Securities Portfolio
-----------------------------
Advisor Class Investor Class
------------- --------------
<S> <C> <C> <C>
Zions First National Bank 38.02% Zions First National Bank 87.82%
One South Main Street One South Main Street
Salt Lake City, UT 84130 Salt Lake City, UT 84130
North Carolina Trust Company #1 10.90 The Trust Company of Sterne 5.09%
Attn: Trust Accounting 800 Shades Creek Pkwy
PO Box 1108 Birmingham, AL 35209
Greensboro, NC 27402
One Valley Bank NA 14.02% First Interstate Bank 6.74%
P. O. Box 1793 Attn: Trust Department
Charleston, WV 25326 P. O. Box 30918
Billings, MT 59116
Hubco Regions Bank, account nominee for 13.82%
Regions Bank
P. O. Box 10247
Birmingham, AL 35202
Community First National 6.05%
c/o Mase & Co.
520 Main Ave
Fargo, ND 58124
</TABLE>
<TABLE>
<CAPTION>
US Government Money Portfolio
-----------------------------
Advisor Class Investor Class
------------- --------------
<S> <C> <C> <C>
Zions First National Bank 86.76% Zions First National Bank 98.95%
One South Main Street One South Main Street
Salt Lake City, UT 84130 Salt Lake City, UT 84130
One Valley Bank NA 7.81%
P. O. Box 1793
Charleston, WV 25326
</TABLE>
As of February 15, 1999, none of the Directors and officers of the
Fund, as a group, beneficially owned more than 1% of the shares of each
Portfolio.
If a meeting of the shareholders were called, the above-listed
shareholders, if voting together, may, as a practical matter, have sufficient
voting power to exercise control over the business, policies and affairs of the
Fund and, in general, determine certain corporate or other matters submitted to
the shareholders for approval, such as a change in the Portfolios' investment
policies, all of which may adversely affect the net asset value of the Fund. As
with any mutual fund, certain shareholders of a Portfolio could control the
results of voting in certain instances. For example, a vote by certain majority
shareholders changing the Portfolio's investment objective could result in
dissenting minority shareholders withdrawing their investments and a
corresponding increase in costs and expenses for the remaining shareholders.
INVESTMENT ADVISORY AND OTHER SERVICES
SERVICE PROVIDERS
The Portfolios' necessary day-to-day operations are performed by
separate business organizations under contract to the Fund. The principal
service providers are:
Manager, Administrator, Transfer Agent, Accessor Capital
Registrar and Dividend Disbursing Agent Management L. P.
Custodian and Fund Accounting Agent Fifth Third Bank
Money Managers Six professional
discretionary
investment
management
organizations and
Accessor Capital
Management L.P.
Manager, Administrator, Transfer Agent, Registrar and Dividend
Disbursing Agent. Accessor Capital is the manager and administrator of the Fund,
pursuant to a Management Agreement with the Fund. Accessor Capital provides or
oversees the provision of all general management, administration, investment
advisory and portfolio management services for the Fund. Accessor Capital
provides the Fund with office space and equipment, and the personnel necessary
to operate and administer the Portfolios' business and to supervise the
provision of services by third parties such as the Money Managers and Fifth
Third Bank that serves as the Custodian and Fund Accounting Agent. Accessor
Capital also develops the investment programs for the Portfolios, selects Money
Managers for certain Portfolios (subject to approval by the Board of Directors),
allocates assets among Money Managers, monitors the Money Managers' investment
programs and results, and may exercise investment discretion over Portfolios and
assets invested in the Portfolios' liquidity reserves, or other assets not
assigned to a Money Manager. Accessor Capital currently invests all the assets
of the U.S. Government Money Portfolio. Accessor Capital also acts as the
Transfer Agent, Registrar and Dividend Disbursing Agent for the Fund and
provides certain administrative and compliance services to the Fund.
Under the Management Agreement, Accessor Capital has agreed not to
withdraw from the Fund the use of the Fund's name. In addition, Accessor Capital
may not grant the use of a name similar to that of the Fund to another
investment company or business enterprise without, among other things, first
obtaining the approval of the Fund's shareholders.
A Management Agreement containing the same provisions as the initial
contract but also providing for payment to Accessor Capital by the Portfolios of
a management fee was approved by the Board of Directors including all of the
Directors who are not "interested persons" of the Fund and who have no direct or
indirect financial interest in the Management Agreement on June 17, 1992, by the
shareholder of the Growth, Value and Income, Small to Mid Cap (formerly referred
to as the Small Cap Portfolio) and International Equity Portfolios on June 17,
1992, and by the shareholders of the Short-Intermediate Fixed-Income,
Intermediate Fixed-Income, Mortgage Securities and U.S. Government Money
Portfolios on August 3, 1992. The Management Agreement was renewed by the Board
of Directors including all of the Directors who are not "interested persons" of
the Fund and who have no direct or indirect financial interest in the Management
Agreement on May 24, 1994, May 16, 1995, May 29, 1996, May 28, 1997 and May 20,
1998.
The general partners of Accessor Capital are Northwest Advisors, Inc.,
Accessor Capital Management Associates, Inc. and Accessor Capital Management
Investment Corp., all of which are Washington corporations. The sole limited
partner of Accessor Capital Management L.P. is Zions Investment Management,
Inc., a wholly-owned subsidiary of Zions First National Bank, N.A. The managing
general partner of Accessor Capital Management, L.P. is Accessor Capital
Management Associates, Inc., which is controlled by J. Anthony Whatley, III. The
mailing address of Accessor Capital is 1420 Fifth Avenue, Suite 3130, Seattle,
Washington 98101.
Accessor Capital's Fees. The schedule below shows fees payable to
Accessor Capital as manager and administrator of the Fund, pursuant to a
Management Agreement between Accessor Capital and the Fund. Each Portfolio pays
Accessor Capital a fee equal on an annual basis to the following percentage of
the Portfolio's average daily net assets.
FEE SCHEDULE FOR PAYMENTS TO ACCESSOR CAPITAL UNDER MANAGEMENT AGREEMENT
Management Fee (as a
percentage of average
Portfolio daily net assets)
--------- -----------------
Growth 0.45%
Value and Income 0.45%
Small to Mid Cap 0.60%
International 0.55%
Intermediate Fixed-Income 0.36%
Short-Intermediate Fixed-Income 0.36%
Mortgage Securities 0.36%
U.S. Government Money 0.25%
For the period ended December 31 Accessor Capital has received the
following fees under its Management Agreement with the Fund:
FEES PAID TO DATE TO ACCESSOR CAPITAL UNDER MANAGEMENT AGREEMENT
Portfolio 1996 1997 1998
--------- ---- ---- ----
Growth $266,304 $367,893 $549,085
Value and Income $139,463 $278,827 $517,550
Small to Mid Cap $344,080 $692,048 $1,212,941
International $305,524 $649,695 $923,305
Intermediate Fixed-Income $168,696 $177,340 $188,648
Short-Intermediate Fixed-Income $127,117 $145,308 $169,201
Mortgage Securities $226,073 $326,347 $490,887
U.S. Government Money $122,068 $139,972 $175,047
Accessor Capital provides transfer agent, registrar and dividend
disbursing agent services to the Fund pursuant to a Transfer Agency and
Administration Agreement between Accessor Capital and the Fund (the "Transfer
Agency Agreement"). Sub-transfer agent and compliance services previously
provided by Accessor Capital under the Sub-Administration Agreement are provided
to the Fund under the Transfer Agency Agreement. Accessor Capital also provides
certain administrative and recordkeeping services under the Transfer Agency
Agreement. For providing these services, Accessor Capital receives (i) a fee
equal to 0.13% of the average daily net assets of each Portfolio of the Fund,
and (ii) a transaction fee of $0.50 per transaction. Accessor Capital is also
reimbursed by the Fund for certain out-of-pocket expenses including postage,
taxes, wire transfer fees, stationery and telephone expenses. The table below
contains the fees paid to Accessor Capital for the fiscal years ended December
31.
FEES PAID TO ACCESSOR CAPITAL UNDER
TRANSFER AGENT AGREEMENT
Portfolio 1996 1997 1998
--------- ---- ---- ----
Growth $71,198 $102,701 $165,221
Value and Income $41,055 $78,723 $152,446
Small to Mid Cap $68,977 $142,852 $266,187
International $66,815 $145,429 $218,581
Intermediate Fixed-Income $56,981 $62,731 $69,981
Short-Intermediate Fixed-Income $42,994 $51,705 $62,513
Mortgage Securities $75,564 $113,090 $179,824
U.S. Government Money $60,098 $69,929 $91,888
*Transfer Agent Agreement amended February 19, 1998, to increase the annual fee
from 0.12% to 0.13%.
Custodian and Fund Accounting Agent. The Fifth Third Bank, 38 Fountain
Square Plaza, Cincinnati, Ohio 45263, ("Fifth Third") a banking company
organized under the laws of the State of Ohio, has acted as Custodian of the
Portfolios' assets since October, 1996, and through an agreement between Fifth
Third and the Fund may employ sub-custodians outside the United States which
have been approved by the Board of Directors. Fifth Third holds all portfolio
securities and cash assets of the Portfolio and is authorized to deposit
securities in securities depositories or to use the services of sub-custodians.
Fifth Third is paid by the Portfolios an annual fee and also is reimbursed by
the Fund for certain out-of-pocket expenses including postage, taxes, wires,
stationery and telephone. Fifth Third acts as Custodian for investors of the
Portfolios with respect to the individual retirement accounts ("IRA Accounts").
Fifth Third also provides basic recordkeeping required by each of the Portfolios
for regulatory and financial reporting purposes. Fifth Third is paid by the
Portfolios an annual fee plus specified transactions costs per Portfolio for
these services, and is reimbursed by the Fund for certain out-of-pocket expenses
including postage, taxes, wires, stationery and telephone.
Independent Auditors. [address], serves as the Fund's independent
auditors and in that capacity audits the Fund's annual financial statements.
Fund Counsel. Kirkpatrick & Lockhart LLP, One International Place,
Boston, Massachusetts 02110.
Money Managers. Currently, Accessor Capital 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. Accessor
Capital 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.
The Money Managers selected by Accessor Capital have no affiliation
with or relationship to the Fund or Accessor Capital other than as discretionary
managers for each Portfolio's assets. In addition, some Money Managers and their
affiliates may effect brokerage transactions for the Portfolios. See "Portfolio
Transaction Policies--Brokerage Allocations."
Revised Money Manager Agreements for the Growth, Value and Income,
Intermediate Fixed Income, Short-Intermediate Fixed-Income and Mortgage
Securities Portfolios containing the same terms and conditions as the former
agreements for those portfolios, except for a change in the method of
calculating the fees paid to the Money Managers, were approved by the Board of
Directors, 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 May 17, 1993 and by the shareholders of those portfolios on
September 1, 1993.
The Revised Money Manager Agreement for the International Portfolio was
approved by the Board of Directors, including all Directors who are not
"interested persons" and who have no direct or indirect interest in the Money
Manager Agreements, on May 17, 1993. The Money Manager Agreement for the
International Portfolio was approved by the sole shareholder as of September 30,
1994 and following the initial two year period is reviewed annually by the Board
of Directors, most recently at a meeting on August 25, 1998 and renewed for the
forthcoming year.
A new Money Manager Agreement for the Mortgage Securities Portfolio
providing for the change of ownership of BlackRock was approved by the Board of
Directors, including all the Directors who are not "interested persons" of the
Fund and who have no direct or indirect interest in the Money Manager Agreement,
on November 10, 1994, and by the shareholders of the Mortgage Securities
Portfolio at a Special Meeting of Shareholders held on January 27, 1995, and
following the initial two year period is reviewed annually by the Board of
Directors, most recently at a meeting on February 24, 1999, and renewed for the
forthcoming year.
A new Money Manager Agreement for the Small to Mid Cap Portfolio in
connection with a change in Money Manager to Symphony Asset Management, Inc. was
approved by the Board of Directors, including all the Directors who are not
"interested persons" of the Fund and who have no direct or indirect interest in
the Money Manager Agreement, on June 15, 1995, and by the shareholders of the
Small to Mid Cap Portfolio at a Special Meeting of Shareholders held on August
15, 1995, and following the initial two year period is reviewed annually by the
Board of Directors, most recently at a meeting on March 23, 1998, and renewed
for the forthcoming year.
A new Money Manager Agreement for the Value and Income Portfolio in
connection with the proposed change of ownership of Martingale Asset Management
L.P. ("Martingale") was approved by the Board of Directors, including all the
Directors who are not "interested persons" of the Fund and who have no direct or
indirect interest in the Money Manager Agreement, on June 15, 1995, and by the
shareholders of the Value and Income Portfolio at a Special Meeting of
Shareholders held on August 15, 1995, and following the initial two year period
is reviewed annually by the Board of Directors, most recently at a meeting on
August 25, 1998, and renewed for the forthcoming year.
A new Money Manager Agreement effective July 21, 1997, for the Growth
Portfolio in connection with a change in Money Manager to Geewax, Terker &
Company was 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 Agreement, on June 7, 1997. The Money Manager Agreement
following the initial two year period will be reviewed annually by the Board of
Directors.
A new Money Manager Agreement for the Small to Mid Cap Portfolio in
connection with the modification of the fee structure for the Money Manager was
approved by the shareholders of the Small to Mid Cap Portfolio at a Special
Meeting of Shareholders held on April 30, 1998. The new Money Manager Agreement
was among the Fund, Accessor Capital and Symphony Asset Management LLC
("Symphony LLC") and will be effective as of July 1, 1998, for a period of one
year.
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. Accessor Capital
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 Asset Management 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.
Listed below are the Money Managers selected by Accessor Capital to
invest each Portfolio's assets:
o Geewax, Terker & Company ("Geewax Terker"), a Pennsylvania general
partnership whose general partners are John J. Geewax and Bruce
Terker, is the Money Manager for the Growth Portfolio. The Money
Manager expects to maintain a well-diversified portfolio of stocks in
the Growth Portfolio, holding market representation in all major
economic sectors. Geewax Terker capitalizes on the overly optimistic
expectations of most growth stock investors by avoiding holdings with
potential problems. Specifically, stocks with poor financial quality,
questionable ability to finance future growth and/or high downside
price volatility are avoided. Portfolios are constructed through a
disciplined process that identifies potential risks and systematically
eliminates the riskiest of growth stocks from consideration. Large
capitalization growth stocks that pass the screens are purchased.
Benchmark-relative risk is controlled by owning a core group of the
very largest stocks in the benchmark, and by capitalization-weighting
portfolio holdings. As of December 31, 1998, Geewax Terker managed
assets of approximately $4.7 billion.
o Martingale Asset Management, L.P. ("Martingale") is the Money Manager
for the Value and Income Portfolio. Martingale is a Delaware limited
partnership which consists of two general partners, Martingale Asset
Management Corporation ("MAMC"), a Massachusetts corporation and
Commerz Asset Management USA Corporation ("CAM"), and four limited
partners. CAM, a Delaware Corporation, is a wholly-owned subsidiary of
Commerz International Capital Management GmbH ("CICM") headquartered
in Frankfurt, Germany. Commerzbank AG ("Commerzbank") is the parent
company of CICM. Arnold S. Wood and William E. Jacques each own 32.26%
of MAMC and are active in the management of the firm. Martingale
emphasizes diversified individual stocks which it believes will
eventually produce smooth results. The portfolio created has a
combination of value characteristics and growth opportunities. The
portfolio does not attempt to produce returns through market timing,
sector or industry selection. The firm uses a proprietary valuation
process which appraises stocks based on each stock's earnings,
dividends, book value, growth and risk. Industry and risk
characteristics are controlled through rigorous portfolio
construction. As of December 31, 1998, Martingale managed assets of
approximately $1.7 billion.
o Symphony Asset Management, Inc. ("Symphony Inc.") is the Money Manager
of the Small to Mid Cap Portfolio until July 1, 1998, when the Money
Manager will become Symphony Asset Management LLC ("Symphony LLC").
Symphony Inc. is a California corporation founded in March, 1994.
Symphony Inc. is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended. Symphony Inc. is a
wholly-owned subsidiary of BARRA, Inc. ("BARRA"), a California
corporation, which is registered as an investment adviser with the
Securities and Exchange Commission and the California Department of
Corporations, and as a publicly traded corporation under Section 12(g)
of the Securities Exchange Act of 1934, as amended. BARRA is one of
the world's leading suppliers of analytical financial software and has
pioneered many of the techniques used in systematic investment
management, including active management based on so-called factor
return predictions. Symphony LLC is a registered investment advisory
affiliate of Symphony Inc., organized as a California limited
liability company and operating under the same management, and with
the same personnel, at the same address as Symphony, Inc. Symphony LLC
is owned 50% by Symphony Inc., which is owned 100% by BARRA, and 50%
by Maestro LLC, a California limited liability company. Maestro LLC is
owned by Jeffrey L. Skelton, Neil L. Rudolph, Praveen K. Gottipalli
and Michael J. Henman, each of whom hold management roles with
Symphony LLC.
Symphony Inc. is an investment management firm dedicated to exploiting
information inefficiencies in global financial markets. Symphony LLC
will continue to be an investment management firm dedicated to
exploiting information inefficiencies in global financial markets.
Symphony Inc. has developed an approach to investing that combines the
qualities of both systematic and traditional investment management.
Symphony Inc.'s process begins with a factor-return-based valuation
model identifying securities that are relatively under- or
over-valued, which will be continued by Symphony LLC. Symphony's
Inc.'s factor model is the product of a decade of work by BARRA's
active strategies group and has been used as the basis for much of
BARRA's successful subadvisory business. As of December 31, 1998,
Symphony Inc. managed assets of approximately $2.2 billion and
Symphony LLC managed assets of approximately $496 million.
o Nicholas-Applegate Capital Management ("Nicholas-Applegate") is the
Money Manager for the International Portfolio. Nicholas-Applegate is a
California limited partnership and is a registered investment adviser
whose sole general partner is Nicholas-Applegate Capital Management
Holdings, L.P., a California limited partnership controlled by Arthur
E. Nicholas. Nicholas-Applegate's investment approach reflects a focus
on individual security selection. Nicholas-Applegate integrates
fundamental and quantitative analysis to exploit the inefficiencies
within international markets. The firm's bottom-up approach drives the
portfolio toward issues demonstrating positive fundamental change,
evidence of sustainability and timeliness. These criteria are defined
differently in each country to adjust for accounting, economic and
cultural differences, and varying reporting requirements. As of
December 31, 1998, Nicholas-Applegate managed assets of approximately
$31 billion.
o BlackRock Financial Management, Inc. ("BlackRock") is the Money
Manager of the Mortgage Securities Portfolio. BlackRock is a Delaware
corporation which is a subsidiary of PNC Asset Management Group, Inc.,
which is a wholly-owned indirect subsidiary of PNC Bank, N.A. ("PNC").
Approximately 20% of BlackRock is owned by its 37 managing directors
and the remaining 80% by PNC. PNC is a commercial bank whose principal
office is in Pittsburgh, PA and is wholly-owned by PNC Bank Corp., a
bank holding company. BlackRock's investment strategy and
decision-making process emphasize: (i) duration targeting, (ii)
relative value sector and security selection, (iii) rigorous
quantitative analysis to evaluate securities and portfolios and (iv)
intense credit analysis. Portfolios are managed in a narrow band
around a duration target determined by the client. Specific investment
decisions are made using a relative value approach that encompasses
both fundamental and technical analysis. In implementing its strategy,
BlackRock utilizes macroeconomic trends, supply/demand analysis, yield
curve structure and trends, volatility analysis, and security specific
option-adjusted spreads (OAS). BlackRock's Investment Strategy Group
has primary responsibility for setting the broad investment strategy
and for overseeing the ongoing management of all client portfolios.
Mr. Andrew J. Phillips, Managing Director, is primarily responsible
for the day-to-day management and investment decisions for the
Mortgage Securities Portfolio. Together with its affiliates, BlackRock
serves as investment adviser to fixed income, equity and liquidity
investors in the United States and overseas through funds and
institutional accounts with combined total assets at December 31,
1998, of approximately $132 billion.
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 Executive 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 December 31, 1998, Cypress
managed assets of approximately $500 million.
<PAGE>
MONEY MANAGERS' FEES
The Money Managers have received the following fees pursuant to their
Money Manager Agreements, for the past three fiscal years ended December 31:
<TABLE>
<CAPTION>
FEES PAID TO MONEY MANAGERS
Portfolio Money Manager 1996 1997 1998
--------- ------------- ---- ---- ----
<S> <C> <C> <C> <C>
Growth/1/ Geewax, Terker/ N/A $84,965 $244,362
State Street $188,312 $72,872 N/A
Value and Income Martingale $78,232 $180,881 $367,420
Small to Mid Cap Symphony $114,693 $369,071 $758,733
International Nicholas-Applegate $204,067 $660,458 $1,007,245
Intermediate Fixed-Income/2/ Cypress/ N/A N/A $6,298
Smith Barney $70,290 $73,891 $27,434
Short-Intermediate Fixed-Income/3/ Cypress/ N/A N/A $5,494
Bankers Trust $52,966 $60,545 $22,094
Mortgage Securities BlackRock $144,435 $188,413 $313,614
U.S. Government Money Accessor Capital/4/ $0 $0 $0
</TABLE>
- ----------
1 Until July 21, 1997, State Street Bank and Trust Company was the Money
Manager for the Growth Portfolio and received fees until that date.
Beginning on July 22, 1997, Geewax, Terker & Company became the Money
Manager for the Growth Portfolio and received pro-rated fees from that
date.
2 Until April 30, 1998, Smith Barney was the Money Manager for the
Intermediate Fixed-Income Portfolio and received fees until that date.
Beginning on May 1, 1998, Accessor Capital invested the assets of the
Intermediate Fixed-Income Portfolio. No Money Manager fees were paid to
Accessor Capital. Effective September 21, 1998, Cypress Asset Management
was appointed as Money Manager for the Intermediate Fixed-Income Portfolio.
3 Until April 30, 1998, Bankers Trust was the Money Manager for the
Short-Intermediate Fixed-Income Portfolio and received fees until that
date. Beginning on May 1, 1998, Accessor Capital invested the assets of the
Short-Intermediate Fixed-Income Portfolio. No Money Manager fees were paid
to Accessor Capital. Effective September 21, 1998, Cypress Asset Management
was appointed a Money Manager for the Short-Intermediate Portfolio.
4 Accessor Capital does not receive a Money Manager fee.
Money Manager Fees. The fees paid to the Money Manager of a Portfolio
are paid pursuant to a Money Manager Agreement among the Fund, Accessor Capital
and the Money Manager. The fees are based on the assets of the Portfolio and the
number of complete calendar quarters of management by the Money Manager.
Accessor Capital will attempt to have each Portfolio managed so that the
Portfolio's investment performance equals or exceeds the total return
performance of a relevant index (each a "Benchmark Index" and collectively the
"Benchmark Indices"), set forth below. See Appendix A of the Prospectuses for a
description of the Benchmark Indices.
For the first five complete calendar quarters managed by a Money
Manager of each Portfolio (except the U.S. Government Money Portfolio), such
Portfolio will pay its respective Money Manager on a monthly basis based on the
average daily net assets of the Portfolio managed by such Money Manager, as set
forth in their respective Money Manager Agreements. With the exception of the
Intermediate Fixed-Income Portfolio and Short-Intermediate Fixed-Income
Portfolio, whose money manager commenced investment operations on September 21,
1998, the Money Managers for the Growth, Value and Income, Small to Mid Cap,
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. The Money Manager for the Intermediate Fixed-Income Portfolio and the
Short-Intermediate Fixed-Income Portfolio will earn the following annual fee set
forth below.
Portfolio
Management
Portfolio Basic Fee Fee Total
--------- --------- --- -----
Intermediate Fixed-Income 0.02% 0.02% 0.04%
Short-Intermediate Fixed Income 0.02% 0.02% 0.04%
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 From A Money Manager's Sixth Calendar
Quarter Forward." The Money Manager's Fee commencing with the sixth quarter
consists of two components, the "Basic Fee" and "Performance Fee", with the
exception of the Small to Mid Cap Portfolio, which does not pay a Basic Fee to
the Money Manager.
MONEY MANAGER FEE SCHEDULE FROM A MANAGER'S
SIXTH CALENDAR QUARTER OF MANAGEMENT FORWARD
<TABLE>
<CAPTION>
Average Annualized
Performance Differential Annualized
Portfolio Basic Fee vs. The Applicable Index Performance Fee
- --------- --------- ------------------------ ---------------
<S> <C> <C> <C>
Growth Portfolio 0.10% Greater than or equal to 2.00% 0.22%
Value and Income Portfolio Greater than or equal to 1.00% and Less than 2.00% 0.20%
Greater than or equal to 0.50% and Less than 1.00% 0.15%
Greater than or equal to 0.00% and Less than 0.50% 0.10%
Greater than or equal to -0.50% and Less than 0.00% 0.05%
Less than -0.50% 0%
Small to Mid Cap Portfolio N/A 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% 0.205
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%
International Portfolio 0.20% Less than -4.00% 0.40%
Greater than or equal to 2.00% and Less than 4.00% 0.30%
Greater than or equal to 0.00% and Less than 2.00% 0.20%
Greater than or equal to -2.00% and Less than 0.00% 0.10%
Less than -2.00% 0%
Intermediate Fixed-Income 0.02% Greater than 0.70% 0.15%
Portfolio and Short- Greater than 0.50% and Less than or Equal to 0.70% 0.05% plus 1/2 (P-0.50%)*
Intermediate Fixed-Income Greater than or equal to 0.35% and Less than
Portfolio or equal to 0.50% 0.05%
Less than 0.35% 0.00%
Mortgage Securities Portfolio 0.07% Greater than or equal to 2.00% 0.18%
Greater than or equal to 0.50% and Less than 2.00% 0.16%
Greater than or equal to 0.25% and Less than 0.50% 0.12%
Greater than or equal to -0.25% and Less than 0.25% 0.08%
Greater than or equal to -0.50% and Less than -0.25% 0.04%
Less than -0.50% 0%
</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 fee based on annualized performance will be adjusted each quarter and paid
monthly based on the annualized investment performance of each Money Manager
relative to the annualized investment performance of the "Benchmark Indices" set
forth below, which may be changed only with the approval of the Board of
Directors (shareholder approval is not required). During times Accessor Capital
invests the assets of any Portfolio, it uses the same benchmark indices that a
Money Manager would use. A description of each benchmark index is contained in
Appendix A of the respective Prospectuses. As long as the Growth or Value and
Income or the Mortgage Securities Portfolios' performance either exceeds the
index, or trails the index by no more than 0.50%, a Performance Fee will be paid
to the applicable Money Manager. As long as the International Portfolio's
performance either exceeds the index, or trails the index by no more than 2%, a
Performance Fee will be paid to the Money Manager. A Money Manager's performance
is measured on the portion of the assets of its respective Portfolio managed by
it (the "Account"), which excludes assets held by Accessor Capital for
circumstances such as redemptions or other administrative purposes.
BENCHMARK INDICES
Portfolio Index
--------- -----
Growth S&P/BARRA Growth Index
Value and Income S&P/BARRA Value Index
Small to Mid Cap Wilshire 4500 Index(1)
International Morgan Stanley Capital
International EAFE(R) + EMF Index(2)
Intermediate Fixed-Income Lehman Brothers Government/Corporate Index
Short-Intermediate Fixed-Income Lehman Brothers Government/Corporate
1-5 Year Index
Mortgage Securities Lehman Brothers Mortgage-Backed Securities
Index
- ----------
1 Effective October 1, 1995, the benchmark index was changed from the BARRA
Institutional Small Index to the Wilshire 4500 Index.
2 Through the close of business on April 30, 1996, the benchmark index used
for the International Portfolio was the Morgan Stanley Capital
International EAFE(R) Index. Effective May 1, 1996, the benchmark index is
the Morgan Stanley Capital International EAFE(R) + EMF Index.
From the sixth to the 14th calendar quarter of investment operations,
each Money Manager's performance differential versus the applicable index is
recalculated at the end of each calendar quarter based on the Money Manager's
performance during all calendar quarters since commencement of investment
operations except that of the immediately preceding quarter. Commencing with the
14th calendar quarter of investment operations, a Money Manager's average annual
performance differential will be recalculated based on the Money Manager's
performance during the preceding 12 calendar quarters (other than the
immediately preceding quarter) on a rolling basis. A Money Manager's performance
will be calculated by Accessor Capital in the same manner that the total return
performance of the Portfolio's index is calculated, which is not the same method
used for calculating the Portfolio's performance for advertising purposes as
described under "Calculation of Portfolio Performance." See Appendix B to this
Statement of Additional Information for a discussion of how performance fees are
calculated.
The "performance differential" is the percentage amount by which the
Account's performance is greater than or less than that of the relevant index.
For example, if an index has an average annual performance of 10%, an Equity
Portfolio Account's average annual performance would have to be equal to or
greater than 12% for the Money Manager to receive an annual performance fee of
0.22% (i.e., the difference in performance between the Account and the index
must be equal to or greater than 2% for an equity portfolio Money Manager to
receive the maximum performance fee.) Because the maximum Performance Fee for
the Domestic Equity and Bond Portfolios applies whenever a Money Manager's
performance exceeds the index by 2.00% or more, the Money Managers for those
Portfolios could receive a maximum Performance Fee even if the performance of
the Account is negative. Also, because the maximum Performance Fee for the
International Portfolio applies whenever a Money Manager's performance exceeds
the index by 4.00% or more, the Money Manager for the International Portfolio
could receive a maximum Performance Fee even if the performance of the Account
is negative. In April 1972, the SEC issued Release No. 7113 under the Investment
Company Act (the "Release") to call the attention of directors and investment
advisers to certain factors which must be considered in connection with
investment company incentive fee arrangements. One of these factors is to "avoid
basing significant fee adjustments upon random or insignificant differences"
between the investment performance of a fund and that of the particular index
with which it is being compared. The Release provides that "preliminary studies
(of the SEC staff) indicate that as a 'rule of thumb' the performance difference
should be at least +/-10 percentage points" annually before the maximum
performance adjustment may be made. However, the Release also states that
"because of the preliminary nature of these studies, the Commission is not
recommending, at this time, that any particular performance difference exist
before the maximum fee adjustment may be made." The Release concludes that the
directors of a fund "should satisfy themselves that the maximum performance
adjustment will be made only for performance differences that can reasonably be
considered significant." The Board of Directors has fully considered the Release
and believes that the performance adjustments are entirely appropriate although
not within the +/-10 percentage points per year range suggested by the Release.
Money Manager Fees - Intermediate Fixed-Income Portfolio and Short-Intermediate
Fixed-Income Portfolio. Beginning on September 21, 1998, the Intermediate
Fixed-Income Portfolio and Short-Intermediate Fixed-Income Portfolio were
managed by Cypress. In accordance with the exemptive order and interpretations
of the Securities and Exchange Commission, at any time the Manager replaces a
Money Manger, 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.
PORTFOLIO EXPENSES
The Portfolios will pay all their expenses other than those expressly
assumed by Accessor Capital. Fund expenses include: (a) expenses of all audits
and other services by independent public accountants; (b) expenses of the
transfer agent, registrar and dividend disbursing agent; (c) expenses of the
Custodian, administrator and sub-administrator; (d) expenses of obtaining
quotations for calculating the value of the Portfolios' net assets; (e) expenses
of obtaining Portfolio activity reports and analyses for each Portfolio; (f)
expenses of maintaining each Portfolio's tax records; (g) salaries and other
compensation of any of the Fund's executive officers and employees, if any, who
are not officers, directors, shareholders or employees of Accessor Capital or
any of its partners; (h) taxes levied against the Portfolios; (i) brokerage fees
and commissions in connection with the purchase and sale of portfolio securities
for the Portfolios; (j) costs, including the interest expense, of borrowing
money; (k) costs and/or fees incident to meetings of the Portfolios, the
preparation and mailings of prospectuses and reports of the Portfolios to their
shareholders, the filing of reports with regulatory bodies, the maintenance of
the Fund's existence, and the registration of shares with federal and state
securities authorities; (l) legal fees, including the legal fees related to the
registration and continued qualification of the Portfolios' shares for sale; (m)
costs of printing stock certificates representing shares of the Portfolios; (n)
Directors' fees and expenses of Directors who are not officers, employees or
shareholders of Accessor Capital or any of its partners; (o) the fidelity bond
required by Section 17(g) of the Investment Company Act, and other insurance
premiums; (p) association membership dues; (q) organizational expenses; (r)
extraordinary expenses as may arise, including expenses incurred in connection
with litigation, proceedings, other claims, and the legal obligations of the
Fund to indemnify its Directors, officers, employees and agents with respect
thereto; and (s) any expenses allocated or allocable to a specific class of
shares ("Class-specific expenses"). Class-specific expenses include
distribution, service fees and administration fees as described below payable
with respect to Investor Class Shares, and may include certain other expenses if
these expenses are actually incurred in a different amount by that class or if
the class receives services of a different kind or to a different degree than
the other class, as permitted by the Fund's Multi-Class Plan (as defined below)
adopted pursuant to Rule 18f-3 under the Investment Company Act and subject to
review and approval by the Directors. Class-specific expenses do not include
advisory or custodial fees or other expenses related to the management of the
Fund's assets. The Portfolios are also responsible for paying a management fee
to Accessor Capital. Additionally, they pay a Basic Fee and Portfolio Management
Fee in the first five quarters of investment operations to the applicable Money
Managers, and a Basic Fee and Performance Fee in the sixth quarter of investment
operations to the applicable Money Managers, as described below. Certain
expenses attributable to particular Portfolios are charged to those Portfolios,
and other expenses are allocated among the Portfolios affected based upon their
relative net assets.
Dividends from net investment income with respect to Investor Class
Shares will be lower than those paid with respect to Advisor Class Shares,
reflecting the payment of administrative and/or service and/or distribution fees
by the Investor Class Shares.
MULTI-CLASS STRUCTURE
The Board of Directors of the Fund, including a majority of the
non-interested Directors (as defined in the Investment Company Act), voted in
person at the Board meeting on February 19, 1998, to adopt a Rule 18f-3 Plan
(the "Multi-Class Plan") pursuant to Rule 18f-3 under the Investment Company
Act. The Directors determined that the Multi-Class Plan is in the best interests
of each class individually and the Fund as a whole. The Directors established
two classes, the Advisor Class and the Investor Class. The existing shares of
the Fund have been redesignated as Advisor Class Shares.
Under the Multi-Class Plan, shares of each class of each Portfolio
represent an equal pro rata interest in such Portfolio and, generally, have
identical voting, dividend, liquidation, and other rights, preferences, powers,
restrictions, limitations, qualifications and terms and conditions, except that:
(a) each class has a different designation; (b) each class of shares bears any
class-specific expenses allocated to it; and (c) each class has exclusive voting
rights on any matter submitted to shareholders that relates solely to its
distribution or service arrangements, and each class has separate voting rights
on any matter submitted to shareholders in which the interests of one class
differ from the interests of any other class.
As described in the Multi-Class Plan, the Fund, on behalf of each
Portfolio's Investor Class Shares, has adopted a Shareholder Service Plan, a
Distribution Plan and an Administrative Services Plan, all as described below.
Pursuant to the appropriate plan, the Fund may enter into arrangements with
financial institutions, retirement plans, broker-dealers, depository
institutions, institutional shareholders of record, registered investment
advisers and other financial intermediaries and various brokerage firms or other
industry recognized service providers of fund supermarkets or similar programs
(collectively "Service Organizations") who may provide distribution services,
shareholder services and/or administrative and accounting services to or on
behalf of their clients or customers who beneficially own Investor Class Shares.
Investor Class Shares are intended to be offered directly from the Fund and may
be offered by Service Organizations to their clients or customers, which may
impose additional transaction or account fees. Accessor Capital may enter into
separate arrangements with some Service Organizations to provide accounting
and/or other services with respect to Investor Class Shares and for which
Accessor Capital will compensate the Service Organizations from its revenue.
As described in the Multi-Class Plan, the Fund has not adopted a
Distribution Plan, Shareholder Service Plan or Administrative Plan for the
Advisor Class Shares. Advisor Class Shares shall be offered by the Fund at net
asset value with no distribution, shareholder or administrative service fees
paid by the Advisor Class Shares of the Portfolios. Advisor Class Shares are
offered directly from the Fund and may be offered through Service Organizations
that may impose additional or different conditions on the purchase or redemption
of Fund shares and may charge transaction or account fees. The Fund, on behalf
of the Advisor Class Shares, pays no compensation to Service Organizations and
receives none of the fees or transaction charges. Accessor Capital may enter
into separate arrangements with some Service Organizations to provide
administrative, accounting and/or other services with respect to Advisor Class
Shares and for which Accessor Capital will compensate the Service Organizations
from its revenue.
Distribution Plan. The Fund has adopted a Distribution Plan (the
"Distribution Plan") under Rule 12b-1 ("Rule 12b-1") of the Investment Company
Act with respect to the Investor Class Shares of each Portfolio. Under the terms
of the Distribution Plan, the Fund is permitted, out of the assets attributable
to the Investor Class Shares of each Portfolio (i) to make directly or cause to
be made, payments for costs and expenses to third parties or (ii) to reimburse
third parties for costs and expenses incurred in connection with providing
services. Such distribution services, include but are not limited to (a) costs
of payments made to employees that engage in the distribution of Investor Class
Shares; (b) costs relating to the formulation and implementation of marketing
and promotional activities, including but not limited to, direct mail promotions
and television, radio, newspaper, magazine and other mass media advertising; (c)
costs of printing and distributing prospectuses, statements of additional
information and reports of the Fund to prospective holders of Investor Class
Shares; (d) costs involved in preparing, printing and distributing sales
literature pertaining to the Fund and (e) costs involved in obtaining whatever
information, analyses and reports with respect to marketing and promotional
activities that the Fund may, from time to time, deem advisable (the
"Distribution Services"). The Fund may enter into arrangements with Service
Organizations primarily intended to result in the sale of Investor Class Shares.
Subject to the limitations of applicable law and regulations, including rules of
NASD, the payments made directly to third parties or the reimbursements for such
distribution related costs or expenses, shall be in combination with the service
fee pursuant to the Shareholder Service Plan. The total annual rate shall be up
to but not more than 0.25% of the average daily net assets of the Portfolios
attributable to the Investor Class Shares. Any expense payable under the
Distribution Plan may be carried forward for reimbursement for up to twelve
months beyond the date in which it is incurred, subject always to the limit (in
combination with the service fee pursuant to the Shareholder Service Plan) that
not more than 0.25% of the average daily net assets of the Portfolios shall be
attributable to Investor Class Shares. Investor Class Shares shall incur no
interest or carrying charges for expenses carried forward. In the event the
Distribution Plan is terminated, the Investor Class Shares shall have no
liability for expenses that were not reimbursed as of the date of termination.
Any Service Organization entering into an agreement with the Fund under
the Distribution Plan may also enter into a Shareholder Service Agreement or an
Administrative Services Agreement with regard to its Investor Class Shares,
which will not be subject to the terms of the Distribution Plan. The total
combination of fees paid to any Service Organization pursuant to the
Distribution Plan and Shareholder Service Plan shall not be more than 0.25% of
the average daily net assets of the Portfolios attributable to Investor Class
Shares. The Fund under the Distribution Plan may enter into more than one
agreement for its Investor Class Shares, with different Service Organizations
providing services to different groups of shareholders.
The Distribution Plan may be terminated with respect to the Fund by a
vote of a majority of the "non-interested" Directors who have no direct or
indirect financial interest in the operation of the Distribution Plan (the
"Qualified Directors") or by the vote of a majority of the outstanding voting
securities of the relevant class of the Fund. Any change in the Distribution
Plan that would materially increase the cost to the class of shares of the Fund
to which the Distribution Plan relates requires approval of the affected class
of shareholders of the Fund. The Distribution Plan requires the Board to review
and approve the Distribution Plan annually and, at least quarterly, to receive
and review written reports of the amounts expended under the Distribution Plan
and the purposes for which such expenditures were made. The Distribution Plan
may be terminated at any time upon a vote of the Qualified Directors.
Shareholder Service Plan. The Fund has adopted a Shareholder Service
Plan with respect to Investor Class Shares of each Portfolio. Under the
Shareholder Service Plan the Fund is authorized to enter into Shareholder
Service Agreements with Service Organizations who provide personal and/or
account maintenance services to their clients (the "Clients") who may from time
to time beneficially own Investor Class Shares of the Portfolios. Each Portfolio
will pay directly to Service Organizations a non-distribution related
shareholder service fee under the Shareholder Service Plan at an annual rate of
up to 0.25% of the average daily net assets of the Portfolio attributable to the
Investor Class Shares beneficially owned by the clients of the Service
Organizations (the "Shareholder Service Fee"), subject always to the limit (in
combination with the distribution service fee pursuant to the Distribution Plan)
that not more than 0.25% of the average daily net assets of the Portfolios shall
be attributable to Investor Class Shares. By way of example, such services may
include some or all of the following: (i) shareholder liaison services; (ii)
providing information periodically to Clients showing their positions in New
Class Shares and integrating such statements with those of other transactions
and balances in Clients' other accounts serviced by the Service Organizations;
(iii) responding to Client inquiries relating to the services performed by the
Service Organizations; (iv) responding to routine inquiries from Clients
concerning their investments in Investor Class Shares; and (v) providing such
other similar services to Clients as the Fund may reasonably request to the
extent the Service Organizations are permitted to do so under applicable
statutes, rules and regulations. The Shareholder Service Plan will continue from
year to year provided that it is reviewed and approved by the Board of Directors
of the Fund annually. In addition, the Board of Directors will ratify all
agreements entered into pursuant to the Shareholder Service Plan and shall
review at each quarterly meeting of the Directors the amounts expended under the
Shareholder Service Plan and the purposes for which those expenditures were
made. The Shareholder Service Plan may be terminated at any time by a vote of
the Qualified Directors.
Administrative Services Plan. The Fund has adopted an Administrative
Services Plan whereby the Fund is authorized to enter into Administrative
Service Agreements on behalf of the Investor Class Shares of the Portfolios (the
"Agreements"), the form of which has been approved by the Board of Directors of
the Fund (the "Board") and each Agreement will be ratified by the Board of
Directors at the next quarterly meeting after the arrangement has been entered
into. Each Portfolio will pay an administrative services fee under the
Administrative Services Plan at an annual rate of up to 0.25% of the average
daily net assets of the Investor Class Shares of the Portfolio (the
"Administrative Services Fee") beneficially owned by the clients of the Service
Organizations. Provided, however, that no Portfolio shall directly or indirectly
pay any distribution related amounts that will be allocated under the Fund's
Distribution Plan. Administrative Services Fees may be used for payments to
Service Organizations who provide administrative and support servicing to their
customers who may from time to time beneficially own Investor Class Shares of
the Fund, which, by way of example, may include: (i) establishing and
maintaining accounts and records relating to shareholders; (ii) processing
dividend and distribution payments from the Portfolio on behalf of shareholders;
(iii) providing information periodically to shareholders showing their positions
in shares and integrating such statements with those of other transactions and
balances in shareholders other accounts serviced by such financial institution;
(iv) arranging for bank wires; (v) providing transfer agent or sub-transfer
agent services, recordkeeping, custodian or subaccounting services with respect
to shares beneficially owned by shareholders, or the information to the
Portfolio necessary for such services; (vi) if required by law, forwarding
shareholder communications from the Portfolio (such as proxies, shareholder
reports, annual and semi-annual financial statements and dividend, distribution
and tax notices) to shareholders; (vii) assisting in processing purchase,
exchange and redemption requests from shareholders and in placing such orders
with our service contractors; or (viii) providing such other similar services,
which are not considered "service fees" as defined in the NASD Rule 2830(b)(9),
as a Portfolio may reasonably request to the extent the Service Organization is
permitted to do so under applicable laws, statutes, rules and regulations. The
Administrative Services Plan may be terminated at any time by a vote of the
Qualified Directors. The Directors shall review and approve the Administrative
Services Plan annually and quarterly shall receive a report with respect to the
amounts expended under the Administrative Services Plan and the purposes for
which those expenditures were made
The Directors believe that the Distribution Plan, Shareholder Service
Plan and Administrative Services Plan will provide benefits to the Fund. The
Directors believe that the multi-class structure may increase investor choice,
result in efficiencies in the distribution of Fund shares and allow Fund
sponsors to tailor products more closely to different investor markets. The
Directors further believe that multiple classes avoid the need to create clone
funds, which require duplicative portfolio and fund management expenses.
The Distribution Plan provides that it may not be amended to materially
increase the costs which Investor Class shareholders may bear under the Plan
without the approval of a majority of the outstanding voting securities of
Investor Class, and by vote of a majority of both (i) the Directors of the Fund
and (ii) those Directors who are not "interested persons" of the Fund (as
defined in the Investment Company Act) and who have no direct or indirect
financial interest in the operation of the Plan or any agreements related to it
(the "Qualified Directors"), cast in person at a meeting called for the purpose
of voting on the plans and any related amendments.
The Administrative Services Plan, Shareholder Service Plan and
Distribution Plan provide that each shall continue in effect so long as such
continuance is specifically approved at least annually by the Directors and the
Qualified Directors defined above, and that the Directors shall review at least
quarterly, a written report of the amounts expended pursuant to each plan and
the purposes for which such expenditures were made.
The Distribution Plan and Shareholder Service Plan provide that
expenses payable under each plan may be carried forward for reimbursement for up
to twelve months beyond the date in which the expense is incurred, subject to
the combined limit that not more that 0.25% of the average daily net assets
attributable to the Investor Class Shares may be used to pay distribution
expenses and/or service fees under each plan.
VALUATION
The net asset value per share is calculated for each Portfolio on each
business day on which shares are offered or orders to redeem may be tendered. A
business day is one on which the New York Stock Exchange, Fifth Third and
Accessor Capital are open for business. Non-business days for 1999 will be New
Year's Day, Martin Luther King Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day (observed), Labor Day, Thanksgiving Day and Christmas Day
(observed).
The International Portfolio's portfolio securities trade primarily on
foreign exchanges which may trade on Saturdays and on days that the Portfolio
does not offer or redeem shares. The trading of portfolio securities on foreign
exchanges on such days may significantly increase or decrease the net asset
value of the Portfolio's shares when the shareholder is not able to purchase or
redeem Portfolio shares.
Each Portfolio's liabilities are allocated among its classes. The total
of such liabilities allocated to a class plus that class's distribution and/or
servicing fees and any other expenses specially allocated to that class are then
deducted from the class's proportionate interest in the Portfolio's assets, and
the resulting amount for each class is divided by the number of shares of that
class outstanding to produce the class's "net asset value" per share. Generally,
for Portfolios that pay income dividends, those dividends are expected to differ
over time by approximately the amount of the expense accrual differential
between a particular Portfolio's classes.
Under certain circumstances, the per share net asset value of the
Investor Class Shares of the Portfolios may be lower than the per share net
asset value of the Advisor Class Shares as a result of the daily expense
accruals of the service and/or distribution fees applicable to the Investor
Class Shares. Generally, for Portfolios that pay income dividends, those
dividends are expected to differ over time by approximately the amount of the
expense accrual differential between the classes.
PORTFOLIO TRANSACTION POLICIES
Generally, securities are purchased for the Portfolios (other than the
U.S. Government Money Portfolio) for investment income and/or capital
appreciation and not for short-term trading profits. However, the Portfolios may
dispose of securities without regard to the time they have been held when such
action, for defensive or other purposes, appears advisable to their Money
Managers.
If a Portfolio changes Money Managers, it may result in a significant
number of portfolio sales and purchases as the new Money Manager restructures
the former Money Manager's portfolio.
Portfolio Turnover Rate. The portfolio turnover rate for each Portfolio
is calculated by dividing the lesser of purchases or sales of portfolio
securities for the particular year, by the monthly average value of the
portfolio securities owned by the Portfolio during the year. For purposes of
determining the rate, all short-term securities are excluded.
Brokerage Allocations. Transactions on United States stock exchanges
involve the payment of negotiated brokerage commissions; on non-United States
exchanges, commissions are generally fixed. There is generally no stated
commission in the case of securities traded in the over-the-counter markets,
including most debt securities and money market instruments, but the price
includes a "commission" in the form of a mark-up or mark-down. The cost of
securities purchased from underwriters includes an underwriting commission or
concession.
Subject to the arrangements and provisions described below, the
selection of a broker or dealer to execute portfolio transactions is usually
made by the Money Manager. The Management Agreement and the Money Manager
Agreements provide, in substance and subject to specific directions from the
Board of Directors and officers of Accessor Capital, that in executing portfolio
transactions and selecting brokers or dealers, the principal objective is to
seek the best net price and execution for the Portfolios. Securities will
ordinarily be purchased from the markets where they are primarily traded, and
the Money Manager will consider all factors it deems relevant in assessing the
best net price and execution for any transaction, including the breadth of the
market in the security, the price of the security, the financial condition and
execution capability of the broker or dealer, and the reasonableness of the
commission, if any (for the specific transaction and on a continuing basis).
In addition, the Management Agreement and the Money Manager Agreements
authorize Accessor Capital and the Money Managers, to consider the "brokerage
and research services" (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934, as amended) in selecting brokers to execute a
particular transaction and in evaluating the best net price and execution,
provided to the Portfolios. Brokerage and research services include (a)
furnishing advice as to the value of securities, the advisability of investing,
purchasing or selling securities, and the availability of securities or
purchasers or sellers of securities; (b) furnishing analyses and reports
concerning issuers, industries, securities, economic factors and trends,
monetary and fiscal policy, portfolio strategy, and the performance of accounts;
and (c) effecting securities transactions and performing functions incidental
thereto (such as clearance, settlement, and custody). Accessor Capital or a
Money Manager may select a broker or dealer that has provided research products
or services such as reports, subscriptions to financial publications and
compilations, compilations of securities prices, earnings, dividends and similar
data, and computer databases, quotation equipment and services,
research-oriented computer software and services, consulting services and
services of economic benefit to the Fund. In certain instances, Accessor Capital
or the Money Manager may receive from brokers or dealers products or services
which are used both as investment research and for administrative, marketing, or
other non-research purposes. In such instances, Accessor Capital or the Money
Managers will make a good faith effort to determine the relative proportions of
such products or services which may be considered as investment research. The
portion of the costs of such products or services attributable to research usage
may be defrayed by Accessor Capital or the Money Managers through brokerage
commissions generated by transactions of the Portfolios, while the portions of
the costs attributable to non-research usage of such products or services is
paid by Accessor Capital or the Money Managers in cash. In making good faith
allocations between administrative benefits and research and brokerage services,
a conflict of interest may exist by reason of Accessor Capital or the Money
Managers allocation of the costs of such benefits and services between those
that primarily benefit Accessor Capital or the Money Managers and those that
primarily benefit the Fund.
As a general matter, the Fund does not intend to pay commissions to
brokers who provide such brokerage and research services for executing a
portfolio transaction, which are in excess of the amount of commissions another
broker would charge for effecting the same transaction. Nevertheless, occasional
transactions may fall under these circumstances. Accessor Capital or the Money
Manager must determine in good faith that the commission was reasonable in
relation to the value of the brokerage and research services provided in terms
of that particular transaction or in terms of all the accounts over which
Accessor Capital or the Money Manager exercises investment discretion.
In addition, if requested by the Fund, Accessor Capital, when
exercising investment discretion, and the Money Managers may enter into
transactions giving rise to brokerage commissions with brokers who provide
brokerage, research or other services to the Fund or Accessor Capital so long as
the Money Manager or Accessor Capital believes in good faith that the broker can
be expected to obtain the best price on a particular transaction and the Fund
determines that the commission cost is reasonable in relation to the total
quality and reliability of the brokerage and research services made available to
the Fund, or to Accessor Capital for the benefit of the Fund for which it
exercises investment discretion, notwithstanding that another account may be a
beneficiary of such service or that another broker may be willing to charge the
Fund a lower commission on the particular transaction. Subject to the "best
execution" obligation described above, Accessor Capital may also, if requested
by the Fund, direct all or a portion of a Portfolio's transactions to brokers
who pay a portion of that Portfolio's expenses.
Accessor Capital does not expect the Portfolios ordinarily to effect a
significant portion of the Portfolios' total brokerage business with brokers
affiliated with Accessor Capital or their Money Managers. However, a Money
Manager may effect portfolio transactions for the Portfolio assigned to the
Money Manager with a broker affiliated with the Money Manager, as well as with
brokers affiliated with other Money Managers, subject to the above
considerations regarding obtaining the best net price and execution. Any
transactions will comply with Rule 17e-1 of the Investment Company Act.
Brokerage Commissions. The Board of Directors will review, at least
annually, the allocation of orders among brokers and the commissions paid by the
Portfolios to evaluate whether the commissions paid over representative periods
of time were reasonable in relation to commissions being charged by other
brokers and the benefits to the Portfolios. Certain services received by
Accessor Capital or Money Managers attributable to a particular transaction may
benefit one or more other accounts for which investment discretion is exercised
by the Money Manager, or a Portfolio other than that for which the particular
portfolio transaction was effected. The fees of the Money Managers are not
reduced by reason of their receipt of such brokerage and research services.
The Fixed Income Portfolios and the U.S. Government Money Portfolio
generally do not pay brokerage commissions.
BROKERAGE COMMISSIONS PAID BY EQUITY PORTFOLIOS
FOR THE FISCAL YEAR ENDED DECEMBER 31
Portfolio 1996 1997 1998
--------- ---- ---- ----
Growth $ 57,658 $ 149,706(1) $ 135,787
Value and Income $ 47,418 $ 119,157(2) $ 328,259(3)
Small to Mid Cap(4) $120,336 $ 239,300 $ 385,130
International $467,230 $1,465,433(5) $1,602,429(6)
(1) Of this amount, $256 was paid to an affiliated broker (Smith Barney, Inc.)
and $40,897 was directed by Accessor Capital or the Money Manager to pay
for research products or services, as described in Brokerage Allocations,
above.
(2) Of this amount $118,527 was directed by Accessor Capital or the Money
Manager to pay for research products or services, as described in Brokerage
Allocations, above.
(3) Of this amount $306,489.63 was directed by Accessor Capital or the Money
Manager to pay for research products or services, as described in Brokerage
Allocations, above.
(4) Until September 15, 1995, referred to as the Small Cap Portfolio.
(5) Of this amount, $3,077 was paid to affiliated brokers (Salomon Brothers,
Inc. and Smith Barney Inc.) and $14,579 was directed by Accessor Capital or
the Money Manager to pay for research products or services, as described in
Brokerage Allocations, above.
(6) Of this amount, $16,890.57 was paid to an affiliated broker (Salomon
Brothers, Inc.) and $25,421.69 was directed by Accessor Capital or the
Money Manager to pay for research products or services, as described in
Brokerage Allocations, above.
PERFORMANCE INFORMATION
Yield and Total Return Quotations. The Portfolios (other than the U.S.
Government Money Portfolio) compute their average annual total return by using a
standardized method of calculation required by the SEC. Average annual total
return is computed by finding the average annual compounded rates of return on a
hypothetical initial investment of $1,000 over the one, five and ten year
periods (or life of the Portfolios, as appropriate), that would equate the
initial amount invested to the ending redeemable value, according to the
following formula:
P(1+T)n = ERV
Where: P = a hypothetical initial payment of $1,000
T = average annual total return
N = number of years
ERV = ending redeemable value of a hypothetical
$1,000 payment made at the beginning of the
one, five or ten year period at the end of
the one, five or ten year period (or
fractional portion thereof)
The calculation assumes that all dividends and distributions of each
Portfolio are reinvested at the price stated in the Prospectuses on the
reinvestment dates during the period, and includes all recurring fees.
Each Portfolio's (Except U.S. Government Money Portfolio) average
annual total returns for periods ended December 31, 1998, calculated using the
above method, are set forth in the tables below:
Advisor Class
Portfolio 1 Year 5 years Life of Fund*
--------- ------ ------- ------------
Growth 46.65% 26.74% 24.90%
Value and Income 12.89% 19.44% 18.57%
Small to Mid Cap 15.98% 20.07% 20.28%
International 16.07% N/A 10.60%
Intermediate Fixed-Income 8.38% 6.23% 6.87%
Short-Intermediate Fixed-Income 6.87% 5.28% 5.46%
Mortgage Securities 6.43% 6.90% 6.91%
*Advisor Class Shares of the Portfolios commenced operations on the following
dates, Growth - 08/25/94; Value and Income - 08/25/94; Small to Mid-Cap -
08/25/94; International -10/03/94; Intermediate Fixed-Income - 06/16/92;
Short-Intermediate Fixed-Income - 06/16/92; Mortgage Securities - 06/16/92.
Investor Class
Portfolio Life of Fund**
--------- --------------
Growth 16.96%
Value and Income -1.09%
Small to Mid Cap 3.32%
International -4.01%
Intermediate Fixed-Income 4.29%
Short-Intermediate Fixed-Income 3.55%
Mortgage Securities 2.46%
**Investor Class Shares of the Portfolios commenced operations on the following
dates: Growth - 07/01/98; Value and Income - 07/01/98; Small to Mid-Cap -
06/24/98; International - 07/06/98; Intermediate Fixed-Income - 07/14/98;
Short-Intermediate Fixed-Income - 07/14/98; Mortgage Securities - 07/10/98.
Yields are computed by using standardized methods of calculation
required by the SEC. Yields for the Fixed-Income Portfolios are calculated by
dividing the net investment income per share earned during a 30-day (or one
month) period by the maximum offering price per share on the last day of the
period, according to the following formula:
YIELD = 2[{(a-b/cd)+1}6-1]
Where: a = dividends and interest earned during the period;
b = expenses accrued for the period (net of reimbursements);
c = average daily number of shares outstanding during the
period that were entitled to receive dividends; and
d = the maximum offering price per share on the last day of
the period.
The annualized yields for the Fixed-Income Portfolios, calculated using the
above method based on the 30 day period ended on December 31, 1998, are as
follows:
Advisor Class
Portfolio 30 Day Yield
Intermediate Fixed-Income 5.17%
Short-Intermediate Fixed-Income 4.82%
Mortgage Securities 5.48%
Investor Class
Portfolio 30 Day Yield
Intermediate Fixed-Income 4.67%
Short-Intermediate Fixed-Income 4.32%
Mortgage Securities 4.98%
The U.S. Government Money Portfolio computes its current annualized and
compound effective yields using standardized methods required by the SEC. The
annualized yield for this Portfolio is computed by (a) determining the net
change, exclusive of capital changes, in the value of a hypothetical account
having a balance of one share at the beginning of a seven calendar day period;
(b) dividing the difference by the value of the account at the beginning of the
period to obtain the base period return; and (c) annualizing the results (i.e.,
multiplying the base period return by 365/7). The net change in the value of the
account reflects the value of additional shares purchased with dividends from
the original share and dividends declared on both the original share and any
such additional shares, and all fees, other than nonrecurring account or sales
charges, that are charged to all shareholder accounts in proportion to the
length of the base period, but does not include realized gains and losses from
the sale of securities or unrealized appreciation and depreciation. Compound
effective yields are computed by adding 1 to the base period return (calculated
as described above), raising that sum to a power equal to 365/7 and subtracting
1.
Yield may fluctuate daily and does not provide a basis for determining
future yields. Because the U.S. Government Money Portfolio's yield fluctuates,
its yield cannot be compared with yields on savings accounts or other investment
alternatives that provide an agreed-to or guaranteed fixed yield for a stated
period of time. However, yield information may be useful to an investor
considering temporary investments in money market instruments. In comparing the
yield of one money market fund to another, consideration should be given to each
fund's investment policies, including the types of investments made, length of
maturities of portfolio securities, the methods used by each fund to compute the
yield (methods may differ) and whether there are any special account charges
which may reduce effective yield.
The annualized yields for the U.S. Government Money Portfolio:
Advisor Class
7-day Compounded
As of December 31 Annualized Yield Effective Yield
----------------- ---------------- ---------------
1998 4.58% 4.68%
Investor Class
7-day Compounded
As of December 31 Annualized Yield Effective Yield
----------------- ---------------- ---------------
1998 4.08% 4.16%
Current distribution information for the Investor Class Shares of a
Portfolio will be based on distributions for a specified period (i.e., total
dividends from net investment income), divided by the net asset value per
Investor Class share on the last day of the period and annualized. Current
distribution rates differ from standardized yield rates in that they represent
what Investor Class Shares of a Portfolio have declared and paid to shareholders
as of the end of a specified period rather than the Fund's actual net investment
income for that period.
CODE OF ETHICS
The Fund, on behalf of the Portfolios, has adopted a second amended and
restated Code of Ethics (the "Code of Ethics"), which establishes standards by
which certain covered persons of the Fund must abide relating to personal
securities trading conduct. Under the Code of Ethics, covered persons (who
include, among others, directors and officers of the Fund and employees of the
Fund and Accessor Capital), are prohibited from engaging in certain conduct,
including (1) the purchase or sale of any security being purchased or sold, or
being considered for purchase or sale, by a Portfolio, without prior approval by
the Fund or without the applicability of certain exemptions; (2) the
recommendation of a securities transaction without disclosing his or her
interest in the security or issuer of the security; (3) the commission of fraud
in connection with the purchase or sale of a security held by or to be acquired
by a Portfolio; (4) the purchase of any securities in an initial public offering
or private placement transaction eligible for purchase or sale by a Portfolio
without prior approval by the Fund; and (5) the acceptance of gifts of more than
a de minimus value from those doing business with or on behalf of the Fund or a
Portfolio. Certain transactions are exempt from item (1) of the previous
sentence, including: (1) purchases or sales on the account of a covered person
that are not under the control of or that are non-volitional with respect to
that person; (2) purchases or sales of securities not eligible for purchase or
sale by a Portfolio; (3) purchases or sales relating to rights issued by an
issuer pro rata to all holders of a class of its securities; and (4) any
securities transaction, or series of related transactions, involving 500 or
fewer shares of an issuer having a market capitalization greater than $1
billion.
The Code of Ethics specifies that covered persons shall place the
interests of the shareholders of the Fund first, shall avoid potential or actual
conflicts of interest with the Fund, and shall not take unfair advantage of
their relationship with any Portfolio. Covered persons are required by the Code
of Ethics to file quarterly reports of personal securities investment
transactions. However, a covered person is not required to report a transaction
over which he or she had no control. Furthermore, a director of the Fund who is
not an "interested person" (as defined in the Investment Company Act) of the
Fund is not required to report a transaction if such person did not know or, in
the ordinary course of his duties as a director of the Fund, should have known,
at the time of the transaction, that, within a 15 day period before or after
such transaction, the security that such person purchased or sold was either
purchased or sold, or was being considered for purchase or sale, by a Portfolio.
The Code of Ethics specifies that a designated supervisory person shall
supervise implementation and enforcement of the Code of Ethics and shall, at his
sole discretion, grant or deny approval of transactions required by the Code of
Ethics.
TAX INFORMATION
Each Portfolio is treated as a separate entity for federal income tax
purposes. Each Portfolio has elected to qualify and intends to remain qualified
as a regulated investment company under Subchapter M of the Code. This relieves
each Portfolio (but not its shareholders) from paying federal income tax on any
net investment income and capital gains, if any, realized during the taxable
year which are distributed to shareholders, provided that it distributes
annually to its shareholders at least 90% of its investment company taxable
income (the sum of the net taxable investment income and the excess of net short
term capital gain over net long term capital loss) ("Distribution Requirement").
To qualify as a regulated investment company, each Portfolio must meet several
additional requirements. Among these requirements are the following: (i) at
least 90% of a Portfolio's gross income each taxable year must be derived from
dividends, interest, payments with respect to securities loans and gains from
the sale or other disposition of stock or securities or foreign currencies, or
other income (including gains from options, futures or forward contracts)
derived with respect to its business of investing in such stock, securities or
currencies ("Income Requirement"); (ii) at the close of each quarter of a
Portfolio's taxable year, at least 50% of the value of its total assets must be
represented by cash and cash items, U.S. Government securities, securities of
other regulated investment companies and other securities, with such other
securities limited, in respect of any one issuer, to an amount that does not
exceed 5% of the value of the Portfolio and that does not represent more than
10% of the outstanding voting securities of such issuer; and (iii) at the close
of each quarter of the Portfolio's taxable year, not more than 25% of the value
of its assets may be invested in securities (other than U.S. Government
securities or the securities of other RICs) of any one issuer or in two or more
issuers which the Portfolio controls and which are engaged in similar trades or
businesses (the "Asset Diversification Requirement").
Notwithstanding the Distribution Requirement described above, which
only requires each Portfolio to distribute at least 90% of its annual investment
company taxable income and does not require any minimum distribution of net
capital gain (the excess of net long-term capital gain over net short-term
capital loss), each Portfolio will be subject to a nondeductible 4% excise tax
to the extent it fails to distribute by the end of any calendar year at least
98% of its ordinary income for that year and 98% of its capital gain net income
for the one-year period ending on October 31 of that year, plus certain other
amounts. For this and other purposes, dividends declared by each Portfolio in
October, November or December of any calendar year and payable to shareholders
of record on a date in such a month will be deemed to have been paid by such
Portfolio and received by shareholders on December 31 of such year if the
dividends are paid by such Portfolio at any time through the end of the
following January. Each Portfolio intends to make distributions so as to avoid
this excise tax.
All dividends out of net investment income, together with distributions
of net short-term capital gains, will be taxable as ordinary income to
shareholders whether or not reinvested. Distributions of net capital gains by a
Portfolio are taxable to shareholders as long-term capital gains at a maximum
rate of 20% or 28% (see discussion below), regardless of the length of time the
shares of the Portfolio have been held by such shareholders.
The Taxpayer Relief Act of 1997 made certain changes to the Code with
respect to taxation of long term capital gains earned by taxpayers other than a
corporation. In general, the maximum tax rate for individual taxpayers on net
long-term capital gains is lowered to 20% for most assets held for more than 18
months at the time of disposition. Capital gains on the disposition of assets
held for more than one year and up to 18 months at the time of disposition will
be taxed as "mid-term gain" at a maximum rate of 28%. A lower rate of 18% will
apply after December 31, 2000 for assets held for more than five years. However,
the 18% rate applies only to assets acquired after December 31, 2000 unless the
taxpayer elects to treat an asset held prior to such date as sold for fair
market value on January 1, 2001. In the case of individuals whose ordinary
income is taxed at a 15% rate, the 20% rate for assets held for more than 18
months is reduced to 10% and the 18% rate for assets held for more than five
years is reduced to 8%. Under a notice recently issued by the Internal Revenue
Service, regulated investment companies such as the Portfolios are entitled to
(but not required to) designate which portion of a capital gain distribution
will be taxed at a maximum rate of 20% and which portion will be taxed at a
maximum rate of 28%. If a Portfolio does not make such a designation, the
capital gain distribution will be taxed at a maximum rate of 28%.
To the extent that a Portfolio recognizes income from "conversion
transactions," as defined in Section 1258 of the Code, all or part of the
capital gain from the disposition or other termination of a position held as
part of such conversion transaction may be recharacterized as ordinary income. A
conversion transaction is a transaction, generally consisting of two or more
positions taken with regard to the same or similar property, where substantially
all of the taxpayer's return is attributable to the time value of the taxpayer's
net investment in the transaction. A transaction, however, is not a conversion
transaction unless it also satisfies one of the following four criteria: (1) the
transaction consists of the acquisition of property by the taxpayer and a
substantially contemporaneous agreement to sell the same or substantially
identical property in the future; (2) the transaction is a straddle, within the
meaning of Section 1092 (treating stock as personal property); (3) the
transaction is one that was marketed or sold to the taxpayer on the basis that
it would have the economic characteristics of a loan but the interest-like
return would be taxed as capital gain; or (4) the transaction is described as a
conversion transaction in regulations to be promulgated on a prospective basis
by the Secretary of the Treasury.
"Regulated futures contracts" and certain listed options which are not
"equity options" constitute "Section 1256 contracts" and will be required to be
"marked to market" for federal income tax purposes at the end of the Portfolios'
taxable year; that is, treated as having been sold at market value. Sixty
percent of any gain or loss recognized on such "deemed sales" and on actual
dispositions will be treated as long-term capital gain or loss. The Internal
Revenue Service has issued a notice stating that legislation would be introduced
clarifying that the long-term capital gain portion of a section 1256 contract
would be treated as gain from the sale of property held for more than 18 months
and thus subject to a maximum rate of 20%, and the remainder will be treated as
short-term capital gain or loss. Gain or loss on the sale, lapse or other
termination of options on narrowly-based stock indexes will be capital gain or
loss and will be long-term or short-term depending on the holding period of the
option. Certain of the Portfolio's transactions, including positions which are
part of a "straddle" may be subject to rules which apply certain wash sale and
short sale provisions of the Code. In the case of a straddle, a Portfolio may be
required to defer the recognition of losses on positions it holds to the extent
of any unrecognized gain on offsetting positions held by the Portfolio.
Gains or losses attributable to fluctuations in exchange rates which
occur between the time a Portfolio accrues interest or other receivables or
accrues expenses or other liabilities denominated in a foreign currency and the
time the Portfolio actually collects such receivables or pays such liabilities
are treated as ordinary income or ordinary loss. Similarly, gains or losses on
forward foreign currency exchange contracts or dispositions of debt securities
denominated in a foreign currency attributable to fluctuations in the value of
the foreign currency between the date of acquisition of the security and the
date of disposition also are treated as ordinary gain or loss. These gains,
referred to under the Code as "Section 988" gains or losses, increase or
decrease the amount of the Portfolio investment company taxable income available
to be distributed to its shareholders as ordinary income, rather than increasing
or decreasing the amount of the Portfolio's net capital gain, as was the case
prior to 1987. If Section 988 losses exceed other investment company taxable
income during a taxable year, the Portfolio would not be able to make any
ordinary dividend distributions, or distributions made before the losses were
realized would be recharacterized as a return of capital to shareholders, rather
than as an ordinary dividend, reducing each shareholder's basis in his or her
Portfolio shares.
Any loss realized on a sale, redemption or exchange of shares of a
Portfolio by a shareholder will be disallowed to the extent the shares are
replaced within a 61-day period (beginning 30 days before the disposition of
shares). Shares purchased pursuant to the reinvestment of a dividend will
constitute a replacement of shares. A shareholder who acquires shares of a
Portfolio and sells or otherwise disposes of such shares within 90 days of
acquisition may not be allowed to include certain sales charges incurred in
acquiring such shares for purposes of calculating gain or loss realized upon a
sale or exchange of shares of the Portfolio.
Dividends received by corporate shareholders of a Portfolio are
eligible for a dividends received deduction of 70% to the extent such
Portfolio's income is derived from qualified dividends received by the Portfolio
from domestic corporations. Capital gains distributions are not eligible for the
corporate dividends received deduction. Corporate shareholders should consult
their tax advisers regarding other requirements applicable to the dividends
received deduction.
Income received by the International Portfolio from sources within
foreign countries may be subject to withholding and other taxes imposed by such
countries. Income tax treaties between certain countries and the United States
may reduce or eliminate such taxes. It is impossible to determine in advance the
effective rate of foreign tax to which the International Portfolio will be
subject, since the amount of the International Portfolio's assets to be invested
in various countries is not known.
If the International Portfolio is liable for foreign income taxes, the
International Portfolio expects to meet the requirement of the Code for
"passing-through" to its shareholders foreign income taxes paid, but there can
be no assurance that the International Portfolio will be able to do so. If the
International Portfolio elects to "pass-through" the foreign taxes, shareholders
will be required to: (i) include in gross income (in addition to taxable
dividends actually received) their pro rata share of the foreign income taxes
paid by the International Portfolio; and (ii) treat their pro rata share of
foreign income taxes as paid by them. Shareholders will not be entitled to
credit or deduct their allocable share of foreign taxes imposed on the
International Portfolio if they have not held their shares in the International
Portfolio for 16 days or more during the 30 day period beginning 15 days before
the shares in the International Portfolio become ex-dividend. The holding period
will be extended if the shareholder's risk of loss with respect to such shares
is reduced by reason of holding an offsetting position. Shareholders are then
permitted either to deduct their pro rata share of foreign income taxes in
computing their taxable income or use it as a foreign tax credit against United
States income taxes. No deduction for foreign taxes may be claimed by a
shareholder who does not itemize deductions. Foreign shareholders may not deduct
or claim a credit for foreign tax in determining their U.S. income tax liability
unless the dividends paid to them by the Fund are effectively connected with a
United States trade or business.
The amount of foreign taxes for which a shareholder may claim a credit
in any year will generally be subject to a separate limitation for "passive
income," which includes, among other things, dividends, interest and certain
foreign currency gains. Gain or loss from the sale of a security or from a
Section 988 transaction which is treated as ordinary income or loss (or would
have been so treated absent an election by the Fund) will be treated as derived
from sources within the United States, potentially reducing the amount allowable
as a credit under the limitation.
The tax consequences to a foreign shareholder entitled to claim the
benefits of an applicable tax treaty may be different from those described
herein. Foreign shareholders are advised to consult their own tax advisors with
respect to the particular tax consequences to them of an investment in the Fund.
Any dividends paid shortly after a purchase by an investor may have the
effect of reducing the per share net asset value of the investor's shares by the
per share amount of the dividends. Furthermore, such dividends, although in
effect a return of capital, are subject to federal income tax. This may be
magnified in the Portfolio that pay dividends annually-- such as the
International Portfolio. Therefore, prior to purchasing shares of the Fund, the
investor should carefully consider the impact of dividends, including capital
gains distributions, which are expected to be or have been announced.
State and Local Taxes. Depending upon the extent of a Portfolio's
activities in states and localities in which its offices are maintained, in
which its agents or independent contractors are located or in which it is
otherwise deemed to be conducting business, a Portfolio may be subject to the
tax laws of such states or localities. Further, in those states which have
income tax laws, the tax treatment of a Portfolio and of shareholders of the
Portfolio with respect to distributions by the Portfolio may differ from federal
tax treatment. Distributions to shareholders may be subject to additional state
and local taxes.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
The Portfolios may accept certain types of securities in lieu of wired
funds as consideration for Portfolio shares. Under no circumstances will a
Portfolio accept any securities in consideration of the Portfolio's shares the
holding or acquisition of which would conflict with the Portfolio's investment
objective, policies and restrictions or which Accessor Capital or the applicable
Money Manager believes should not be included in the applicable Portfolio's
portfolio on an indefinite basis. Securities will not be accepted in exchange
for Portfolio shares if the securities are not liquid or are restricted as to
transfer either by law or liquidity of market; or have a value which is not
readily ascertainable (and not established only by evaluation procedures) as
evidenced by a listing on the American Stock Exchange, the New York Stock
Exchange, or NASDAQ. Securities accepted in consideration for a Portfolio's
shares will be valued in the same manner as the Portfolio's portfolio securities
in connection with its determination of net asset value. A transfer of
securities to a Portfolio in consideration for Portfolio shares will be treated
as a sale or exchange of such securities for federal income tax purposes. A
shareholder will recognize gain or loss on the transfer in an amount equal to
the difference between the value of the securities and the shareholder's tax
basis in such securities. Shareholders who transfer securities in consideration
for a Portfolio's shares should consult their tax advisers as to the federal,
state and local tax consequences of such transfers.
FINANCIAL STATEMENTS
The Fund's audited financial statements for the fiscal year ended
December 31, 1998, are contained in the Fund's Annual Report to Shareholders for
the fiscal year ended December 31, 1998, which is incorporated herein by this
reference and, unless previously provided, will be delivered together herewith.
<PAGE>
APPENDIX A
RATINGS OF DEBT INSTRUMENTS
Corporate Bond Ratings
Moody's Investors Service ("Moody's")
Aaa - Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt-edge." Interest payments are protected by a large or exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.
A - Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper-medium grade obligations. Factors
giving security to principal and interest are considered adequate, but elements
may be present which suggest a susceptibility to impairment some time in the
future.
Those bonds in the Aa and A group which Moody's believes possess the
strongest investment attributes are designated by the symbols Aa1 and A1.
Standard & Poor's Corporation ("S&P")
AAA - This is the highest rating assigned by S&P to a debt obligation
and indicates an extremely strong capacity to pay interest and repay principal.
AA - Bonds rated AA also qualify as high-quality debt obligations.
Capacity to pay interest and repay principal is very strong, and they differ
from AAA issues only in small degree.
A - Bonds rated A have a strong capacity to pay interest and repay
principal, although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than issues in higher-rated
categories.
The AA and A ratings may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within the AA or A rating category,
respectively.
Note Ratings
Moody's
Moody's rating for short-term obligations will be designated Moody's
Investment Grade ("MIG"). This distinction is in recognition of the differences
between short-term credit risk and long-term risk. Factors affecting the
liquidity of the borrower are uppermost in importance in short-term borrowing,
while various factors of the first importance in bond risk are of lesser
importance in the short run. Symbols used are as follows:
MIG-1 - Notes bearing this designation are of the best quality,
enjoying strong protection from established cash flows, superior liquidity
support or demonstrated broad-based access to the market for refinancing.
MIG-2 - Notes bearing this designation are of high quality, with
margins of protection ample although not so large as in the preceding group.
S&P
An S&P note rating reflects the liquidity concerns and market access
risks unique to notes. Notes due in three years or less will likely receive a
note rating. Notes maturing beyond three years will most likely receive a
long-term debt rating. The following criteria will be used in making that
assessment.
[bullet] Amortization schedule (the larger the final maturity
relative to other maturities, the more likely it will be
treated as a note).
[bullet] Source of Payment (the more dependent the issue is on the
market for its refinancing, the more likely it will be
treated as a note).
SP-1 - This designation denotes strong or very strong capacity to pay
interest and repay principal. Those issues determined to possess overwhelming
safety characteristics will be given a plus (+) sign designation.
SP-2 - This designation denotes satisfactory capacity to pay interest
and repay principal.
Commercial paper rated A by S&P has the following characteristics:
liquidity ratios are adequate to meet cash requirements. Long-term senior debt
is rated A or better. The issuer has access to at least two additional channels
of borrowing. Basic earnings and cash flow have an upward trend with allowance
made for unusual circumstances. Typically, the issuer's industry is well
established and the issuer has a strong position within the industry. The
reliability and quality of management are unquestioned. Relative strength or
weakness of the above factors determine whether the issuer's commercial paper is
rated A-1, A-2 or A-3.
A-1 - This designation indicates that the degree of safety regarding
timely payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are denoted with a plus (+) sign
designation.
A-2 - This designation indicates the capacity for timely payment on
issues with this designation is strong. However, the relative degree of safety
is not as high as for issues designated A-1.
A-3 - This designation indicates a satisfactory capacity for timely
payment. Obligations carrying this designation are, however, somewhat more
vulnerable to the adverse effects of changes in circumstances than obligations
carrying the higher designations.
<PAGE>
APPENDIX B
CALCULATION OF PERFORMANCE FEES
Accessor Capital and the Board of Directors have carefully considered
Release No. IC-7113, issued by the SEC in April 1972, which addresses the
factors which must be considered by directors and investment advisers in
connection with performance fees payable by investment companies. In particular,
they have considered the statement that "[e]lementary fiduciary standards
require that performance compensation be based only upon results obtained after
[performance fee] contracts take effect." Accessor Capital and the Board of
Directors believe that the Portfolios' performance fee arrangement is consistent
with the position of the SEC articulated in Release No. IC-7113. No performance
fees may be paid if the Board of Directors determines that to do so would be
unfair to the Portfolios' shareholders.
For purposes of calculating the performance differential versus the
applicable index, the investment performance of each Portfolio (or Account) for
any day expressed as a percentage of its net assets at the beginning of such
day, is equal to the sum of: (i) the change in the net assets of each Portfolio
(or Account) during such day and (ii) the value of the Portfolio's (or
Account's) cash distributions accumulated to the end of such day. The return
over any period is the compounded return for all days over the period, i.e., one
plus the daily return multiplied together, minus one. The investment record of
each 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. For purposes of determining the fee adjustment for
investment performance, the net assets of the Portfolio (or Account) are
averaged over the same period as the investment performance of the Portfolio (or
Account) and the investment record of the applicable index are computed.
<PAGE>
PART C
OTHER INFORMATION
Item 23. Financial Statements and Exhibits
(a)(1) Articles of Incorporation of the Registrant.
Incorporated by reference to Exhibit No. 1 to the
Registration Statement on Form N-1A filed on June 24,
1991 (File No. 33-41245).
(a)(2) Articles of Amendment to Articles of Incorporation.
Incorporated by reference to Exhibit No. (1)(b) to
Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A filed on August 28, 1991 (File
No. 33-41245).
(a)(3) Articles of Amendment to Articles of Incorporation.
Incorporated by reference to Exhibit No. (1)(c) to
Pre-Effective Amendment No. 2 to the Registration
Statement on Form N-1A filed on October 22, 1991 (File
No. 33-41245).
(a)(4) Articles of Amendment to Articles of Incorporation dated
October 18, 1993 of the Registrant. Incorporated by
reference to Exhibit No. (1)(d) to Post-Effective
Amendment No. 5 to the Registration Statement on Form
N-1A filed on February 25, 1994 (File No. 33-41245).
(b) Amended By-Laws of the Registrant. Incorporated by
reference to Exhibit No. (2) to Pre-Effective Amendment
No. 5 to the Registration Statement on Form N-1A filed
on March 11, 1992 (File No. 33-41245).
(c) Not applicable.
(d)(1) Management Agreement with Bennington Capital Management.
Incorporated by reference to Exhibit No. 5(a) to
Post-Effective Amendment No. 1 to the Registration
Statement on Form N-1A filed on June 29, 1992 (File No.
33-41245).
(d)(2) Revised Form of Money Manager Agreements among the
Registrant, Money Managers and Bennington Capital
Management. Incorporated by reference to Exhibit No.
(5)(b) to Pre-Effective Amendment No. 5 to the
Registration Statement on Form N-1A filed on March 11,
1992 (File No. 33-41245).
(d)(3) New Management Agreement with Bennington Capital
Management. Incorporated by reference to Exhibit 5(c) to
Post-Effective Amendment No. 2 to the Registration
Statement on Form N-1A filed on September 1, 1992 (File
No. 33-41245).
(d)(3)(A) First Amendment to Management Agreement with
Bennington Capital Management L. P. dated May 24, 1994.
Incorporated by reference to Exhibit (5)(c)(1) of
Post-Effective Amendment No. 6 to the Registration
Statement on Form N-1A filed on July 7, 1994 (File No.
33-41245).
(d)(4) New Form of Money Manager Agreements among the
Registrant, Money Managers and Bennington Capital
Management. Incorporated by reference to Exhibit No.
5(d) to Post-Effective Amendment No. 1 to the
Registration Statement on Form N-1A filed on June 29,
1992 (File No. 33-41245).
(d)(5) Revised Money Manager Agreement among the Registrant,
Bennington Capital Management and Parametric Portfolio
Associates, Inc. Incorporated by reference to Exhibit A
to Proxy Statement For Special Meeting of Shareholders
to be Held September 1, 1993 and filed on May 24, 1993
(File No. 33-41245).
(d)(6) Revised Money Manager Agreement among the Registrant,
Bennington Capital Management and State Street Bank and
Trust Company. Incorporated by reference to Exhibit B to
Proxy Statement For Special Meeting of Shareholders to
be Held September 1, 1993 and filed on May 24, 1993
(File No. 33-41245).
(d)(7) Revised Money Manager Agreement among the Registrant,
Bennington Capital Management and Martingale Asset
Management L. P. Incorporated by reference to Exhibit C
to Proxy Statement For Special Meeting of Shareholders
to be Held September 1, 1993 and filed on May 24, 1993
(File No. 33-41245).
(d)(7)(A) Form of New Money Manager Agreement among the
Registrant, Bennington Capital Management L.P. and
Martingale Asset Management L.P. Incorporated by
reference to Exhibit A to Proxy Statement for Special
Meeting of Shareholders to be Held August 15, 1995, and
filed on July 17, 1995 (File No. 33-41245).
(d)(8) Revised Money Manager Agreement among the Registrant,
Bennington Capital Management and BlackRock Financial
Management, L. P. Incorporated by reference to Exhibit D
to Proxy Statement For Special Meeting of Shareholders
to be Held September 1, 1993 and filed on May 24, 1993
(File No. 33-41245).
(d)(8)(A) New Form of Money Manager Agreement among the
Registrant, Bennington Capital Management L.P. and
BlackRock Financial Management, Inc. the money manager
of the Mortgage Securities Portfolio. Incorporated by
reference to Exhibit No. 1 to the Proxy Statement For
Special Meeting of Shareholders Held on January 27, 1995
and filed on January 6, 1995 (File No. 33-41245).
(d)(9) Revised Money Manager Agreement among the Registrant,
Bennington Capital Management and Bankers Trust Company.
Incorporated by reference to Exhibit E to Proxy
Statement For Special Meeting of Shareholders to be Held
September 1, 1993 and filed on May 24, 1993 (File No.
33-41245).
(d)(10) Revised Money Manager Agreement among the Registrant,
Bennington Capital Management and Smith Barney Capital
Management. Incorporated by reference to Exhibit F to
Proxy Statement For Special Meeting of Shareholders to
be Held September 1, 1993 and filed on May 24, 1993
(File No. 33-41245).
(d)(11) Revised Money Manager Agreement among the Registrant,
Bennington Capital Management and Wells Fargo Nikko
Investment Advisors. Incorporated by reference to
Exhibit G to Proxy Statement For Special Meeting of
Shareholders to be Held September 1, 1993 and filed on
May 24, 1993 (File No. 33-41245).
(d)(12) New Form of Revised Money Manager Agreement among the
Registrant, Bennington Capital Management L. P. and the
money managers of the International Equity Portfolio,
International Fixed-Income Portfolio, Municipal
Intermediate Fixed-Income Portfolio and Institutional
Investor Fixed Income Portfolio. Incorporated by
reference to Exhibit No. 5(l) to Post-Effective
Amendment No. 4 to the Registration Statement on Form
N-1A filed on September 15, 1993 (File No. 33-41245).
(d)(13) New Form of Money Manager Agreement among the Registrant
(on behalf of the Small Cap Portfolio), Bennington
Capital Management L.P. and Symphony Asset Management,
Inc. Incorporated by reference to Exhibit B to Proxy
Statement For Special Meeting of Shareholder to be Held
August 15, 1995, and filed on July 17, 1995 (File No.
33-41245).
(d)(14) New Form of Money Manager Agreement among the Registrant
(on behalf of the Small Cap Portfolio), Bennington
Capital Management L.P. and Symphony Asset Management
LLC Incorporated by reference to Exhibit A to Proxy
Statement For Special Meeting of Shareholder to be Held
April 30, 1998, and filed on March 30, 1998 (File No.
33-41245).
(e) Not applicable.
(f) Not applicable.
(g)(1) Custodian Contract with State Street Bank and Trust
Company. Incorporated by reference to Exhibit No. 8 to
Post-Effective Amendment No. 1 to the Registration
Statement on Form N-1A filed on June 29, 1992 (File No.
33-41245).
(g)(2) Form of Custodian Services Agreement with PNC Bank,
National Association. Incorporated by reference to
Exhibit (8)(b) of Post- Effective Amendment No. 6 to the
Registration Statement on Form N-1A filed on July 7,
1994 (File No. 33-41245).
(g)(2)(A) Custodian Services Agreement with PNC Bank, National
Association effective August 20, 1994. Incorporated by
reference to Exhibit (8)(b)(1) to Post-Effective
Amendment No. 8 to the Registration Statement on Form
N-1A filed on March 6, 1995 (File No. 33-41245).
(g)(3) Global Custody Agreement dated as of October 28, 1992
between Barclays Bank PLC and Provident National Bank
and investment companies signatory thereto, effective
for Registrant August 20, 1994. Incorporated by
reference to Exhibit (8)(c) to Post-Effective Amendment
No. 8 to the Registration Statement on Form N-1A filed
on March 6, 1995 (File No. 33-41245).
(g)(4) Agreement among Registrant, Bennington and The Fifth
Third Bank effective December 1, 1995. Incorporated by
reference to Exhibit (8)(d) to Post-Effective Amendment
No. 10 to the Registration Statement on Form N-1A filed
on April 29, 1996 (File No. 33-41245).
(g)(5) Custody Agreement with Fifth Third Bank dated October 4,
1996. Incorporated by reference to Exhibit (8)(e) to
Post-Effective Amendment No. 11 to the Registration
Statement on Form N-1A filed on April 30, 1997 (File No.
33-41245).
(g)(6) First Amendment to Custody Agreement with Fifth Third
Bank dated November 14, 1997. Incorporated by reference
to Exhibit (8)(f) to Post-Effective Amendment No. 13 to
the Registration Statement on Form N-1A filed on April
29, 1998 (File No. 33-41245).
(g)(7) Second Amendment to Custody Agreement with Fifth Third
Bank dated February 19, 1998. Incorporated by reference
to Exhibit (8)(g) to Post-Effective Amendment No. 13 to
the Registration Statement on Form N-1A filed on April
29, 1998 (File No. 33-41245).
(h)(1) Transfer Agency and Registrar Agreement with The
Shareholder Services Group, Inc. Incorporated by
reference to Exhibit No. 9(a) to Post-Effective
Amendment No. 1 to the Registration Statement on Form
N-1A filed on June 29, 1992 (File No. 33-41245).
(h)(1)(A) Transfer Agency and Subtransfer Agency Agreement among
the Registrant, Bennington Capital Management and State
Street Bank and Trust Company. Incorporated by reference
to Exhibit No. 9(a)(1) to Post-Effective Amendment No. 4
to the Registration Statement on Form N-1A filed on
September 15, 1993 (File No. 33-41245).
(h)(1)(B) Transfer Agency Agreement among the Registrant,
Bennington Capital Management L. P. and State Street
Bank and Trust Company dated February 28, 1995.
Incorporated by reference to Exhibit (8)(c) to
Post-Effective Amendment No. 8 to the Registration
Statement on Form N-1A filed on March 6, 1995 (File No.
33-41245).
(h)(1)(C) Transfer Agency and Administrative Agreement among the
Registrant and Bennington dated December 1, 1995.
Incorporated by reference to Exhibit (9)(a)(3) to
Post-Effective Amendment No. 10 to the Registration
Statement on Form N-1A filed on April 29, 1996 (File No.
33-41245).
(h)(1)(D) Amended Appendix C dated February 19, 1998, to
Transfer Agency and Administrative Agreement among the
Registrant and Bennington dated December 1, 1995.*
(h)(2) Remote Access and Related Services Agreement among
Bennington Capital Management, the Registrant and The
Shareholder Services Group, Inc. Incorporated by
reference to Exhibit No. 9(a) to Post-Effective
Amendment No. 1 to the Registration Statement on Form
N-1A filed on June 29, 1992 (File No. 33-41245).
(h)(3) Reporting and Accounting Agreement among Bennington
Capital Management, State Street Bank and Trust Company
and the Registrant. Incorporated by reference to Exhibit
No. 9(c) to Post-Effective Amendment No. 1 to the
Registration Statement on Form N-1A filed on June 29,
1992 (File No. 33-41245).
(h)(3)(A) Administration Agreement for Reporting and Accounting
Services among the Registrant, Bennington Capital
Management and State Street Bank and Trust Company.
Incorporated by reference to Exhibit No. 9(c)(1) to
Post-Effective Amendment No. 4 to the Registration
Statement on Form N-1A filed on September 15, 1993 (File
No. 33-41245).
(h)(3)(B) Form of Sub-Administration and Accounting Services
Agreement with PFPC Inc. Incorporated by reference to
Exhibit No. (9)(c)(2) to Post-Effective Amendment No. 6
to the Registration Statement on Form N-1A filed on July
7, 1994 (File No. 33-41245).
(h)(3)(B)(i) Sub-Administration and Accounting Services
Agreement with PFPC Inc. effective August 20, 1994.
Incorporated by reference to Exhibit (8)(c) to
Post-Effective Amendment No. 8 to the Registration
Statement on Form N-1A filed on March 6, 1995 (File No.
33-41245).
(h)(3)(C) Form of Administration Agreement with Bennington
Capital Management L. P. Incorporated by reference to
Exhibit No. (9)(c)(3) to Post-Effective Amendment No. 6
to the Registration Statement on Form N-1A filed on July
7, 1994 (File No. 33-41245).
(h)(3)(C)(i) Sub-Administration Agreement with Bennington
Capital Management L.P. effective September 7, 1994.
Incorporated by reference to Exhibit (8)(c) to
Post-Effective Amendment No. 8 to the Registration
Statement on Form N-1A filed on March 6, 1995 (File No.
33-41245).
(h)(3)(D) Fund Accounting and Other Services Agreement with
Fifth Third Bank and Bennington Capital Management L.P.
dated October 4, 1996. Incorporated by reference to
Exhibit (9)(c)(4) to the Registration Statement on Form
N-1A filed on April 30, 1996 (File No. 33-41245).
(i) To be filed by subsequent amendment.
(j) To be filed by subsequent amendment.
(k) Not applicable.
(l) Agreement related to initial capital. Incorporated by
reference to Exhibit No. 13 to Pre-Effective Amendment
No. 4 to the Registration Statement on Form N-1A filed
on February 4, 1992 (File No. 33-41245).
(m)(1) Form of Distribution Plan. Incorporated by reference to
Exhibit No. 15 to Post-Effective Amendment No. 1 to the
Registration Statement on Form N-1A filed on June 29,
1992 (File No. 33-41245).
(m)(2) Distribution Plan revised February 10, 1994.
Incorporated by reference to Exhibit No. 15(b) to
Post-Effective Amendment No. 5 to the Registration
Statement on Form N-1A filed on February 25, 1994 (File
No. 33-41245).
(m)(3) Distribution Plan revised February 16, 1995.
Incorporated by reference to Exhibit No. (15)(c) to
Post-Effective Amendment No. 8 to the Registration
Statement on Form N-1A filed on March 6, 1995 (File No.
33-41245).
(m)(4) Distribution Plan revised February 6, 1996. Incorporated
by reference to Exhibit No. (15)(d) to Post-Effective
Amendment No. 10 to the Registration Statement on Form
N-1A filed on April 29, 1996.
(m)(5) Distribution Plan revised February 22, 1997.
Incorporated by reference to Exhibit No. (15)(e) to
Post-Effective Amendment No. 11 to the Registration
Statement on Form N-1A filed on April 30, 1997 (File No.
33-41245).
(m)(6) Distribution Plan for Investor Class Shares dated
February 19, 1998. Incorporated by reference to Exhibit
No. (15)(f) to Post-Effective Amendment No. 13 to the
Registration Statement on Form N-1A filed on April 29,
1998 (File No. 33-41245).
(m)(6)(A) Form of Dealer Agreement. Incorporated by reference to
Exhibit No. (15)(f)(1) to Post-Effective Amendment No.
13 to the Registration Statement on Form N-1A filed on
April 29, 1998 (File No. 33-41245).
(m)(7) Shareholder Service Plan dated February 19, 1998.
Incorporated by reference to Exhibit No. (15)(g) to
Post-Effective Amendment No. 13 to the Registration
Statement on Form N-1A filed on April 29, 1998 (File No.
33-41245).
(m)(7)(A) Form of Shareholder Service Agreement. Incorporated by
reference to Exhibit No. (15)(g)(1) to Post-Effective
Amendment No. 13 to the Registration Statement on Form
N-1A filed on April 29, 1998 (file No. 33-41245).
(m)(8) Administrative Services Plan. Incorporated by reference
to Exhibit No. (15)(h) to Post-Effective Amendment No.
13 to the Registration Statement on Form N-1A filed on
April 29, 1998 (File No. 33-41245).
(m)(8)(A) Form of Administrative Services Agreement.
Incorporated by reference to Exhibit No. (15)(h)(1) to
Post-Effective Amendment No. 13 to the Registration
Statement on Form N-1A filed on April 29, 1998 (File No.
33-41245).
(n) Financial Data Schedules.*
(o) Rule 18f-3 Plan dated February 19, 1998. Incorporated by
reference to Exhibit No. (18) to Post-Effective
Amendment No. 13 to the Registration Statement on Form
N-1A filed on April 29, 1998 (File No. 33-41245).
- ---------------
* Filed herewith.
Item 24. Persons Controlled by or Under Common Control with Registrant
Not applicable.
Item 25. Indemnification
As permitted by Section 17(h) and (i) of the Investment Company Act of
1940, as amended (the "1940 Act"), and pursuant to Article VI of the
Registrant's Articles of Incorporation, as amended (incorporated by reference to
Exhibit Nos. 1(a), 1(b), 1(c) to the Registration Statement on Form N-1A, filed
on June 24, 1991 (File No. 33-41245), Pre-Effective Amendment No. 1 thereto,
filed on August 28, 1991, Pre-Effective Amendment No. 2 thereto, filed on
October 22, 1991 and 1(d) to Post-Effective Amendment No. 5 thereto, filed on
February 25, 1994, respectively). Section 2-418 of the Maryland General
Corporation Law and Section 7 of the Management Agreement (incorporated by
reference to Exhibit Nos. 5(a) and 5(c) of the Registration Statement on Form
N-1A, filed on June 24, 1991 (File No. 33-41245) and Post-Effective Amendment
No. 2 thereto, filed on September 1, 1992, respectively) (the "Management
Agreement"), officers, directors, employees and agents of the Registrant will
not be liable to the Registrant, any stockholder, officer, director, employee,
agent or other person for any action or failure to act, except for bad faith,
willful misfeasance, gross negligence or reckless disregard of duties, and those
individuals may be indemnified against liabilities in connection with the
Registrant, subject to the same exceptions. Section 2-418 of Maryland General
Corporation Law permits indemnification of directors who acted in good faith and
reasonably believed that the conduct was in the best interests of the
Registrant.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in connection with the
successful defense of any action, suit or proceeding) is asserted against the
Registrant by such director, officer or controlling person in connection with
the shares being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
The Registrant has purchased an insurance policy insuring its officers
and directors against liabilities, and certain costs of defending claims against
such officers and directors, to the extent such officers and directors are not
found to have committed conduct constituting willful misfeasance, bad faith,
gross negligence or reckless disregard in the performance of their duties. The
insurance policy also insures the Registrant against the cost of indemnification
payments to officers and directors under certain circumstances.
Section 7 of the Management Agreement and Section 12 of the Money
Manager Agreements (Exhibits 5(a) - 5(m), incorporated by reference to this
Registration Statement) limit the liability of Accessor Capital Management L. P.
("Accessor") and the money managers, respectively, to liabilities arising from
willful misfeasance, bad faith or gross negligence in the performance of their
respective duties or from reckless disregard by them of their respective
obligations and duties under the agreements.
The Registrant hereby undertakes that it will apply the indemnification
provisions of its Articles of Incorporation, By-Laws, Management Agreement,
Transfer Agent Agreement and Money Manager Agreements in a manner consistent
with Release No. 11330 of the Securities and Exchange Commission under the 1940
Act so long as the interpretations of Section 17(h) and 17(i) of such Act remain
in effect and are consistently applied.
Item 26. Business and Other Connections of Investment Adviser
See Registrant's Prospectuses sections "Summary and "Management
Organization and Capital Structure of the Portfolios", and the Statement of
Additional Information section "Management of the Fund".
Item 27. Principal Underwriters
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
Item 28. Location of Accounts and Records
All accounts and records required to be maintained by section 31(a) of the 1940
Act and Rules 31a-1 to 31a-3 thereunder are maintained in the following
locations:
Manager, Administrator
and Transfer Agent Custodian and Fund Accounting Agent
- ------------------ -----------------------------------
Accessor Capital Management L. P. Fifth Third Bank
1420 Fifth Avenue, Suite 3130 38 Fountain Square Plaza
Seattle, WA 98101 Cincinnati, OH 45263
Money Managers Custodian of IRA Accounts
- -------------- -------------------------
See sections of the The Fifth Third Bank
prospectuses entitled "Management Cincinnati, OH 45263
Organization and Capital Structure of
the Portfolios" for names and addresses.
Item 29. Management Services
None except as described in Parts A and B.
Item 30. Undertakings
(a) Registrant undertakes to call, if requested by the holders of
at least 10% of the Registrant's outstanding shares, a meeting
of shareholders for the purpose of voting upon the question of
removal of a director or directors and to assist in
communications with shareholders as required by Section 16(c).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, Accessor Funds, Inc. has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, duly authorized, in the City of Seattle, and State of Washington,
on the 1st day of March, 1999.
ACCESSOR FUNDS, INC.
By:/s/J. Anthony Whatley III
----------------------------
J. Anthony Whatley III
President and Principal Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 14 to the Registration Statement has been signed below by the
following persons in the capacities and on the date indicated:
Signature Title Date
/s/J. Anthony Whatley III 3/1/99
- ------------------------- ------
J. Anthony Whatley III President, Principal
Executive Officer
and Director
/s/George G. Cobean III 3/1/99
- ------------------------- ------
George G. Cobean III Director
/s/Geoffrey C. Cross 3/1/99
- ------------------------- ------
Geoffrey C. Cross Director
/s/Ravindra A. Deo 3/1/99
- ------------------------- ------
Ravindra A. Deo Principal Financial
and Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 01
<NAME> GROWTH PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 125,354,904
<INVESTMENTS-AT-VALUE> 177,816,876
<RECEIVABLES> 6,732,230
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 184,549,106
<PAYABLE-FOR-SECURITIES> 2,257,247
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,415,494
<TOTAL-LIABILITIES> 4,672,741
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 126,057,469
<SHARES-COMMON-STOCK> 6,229,403
<SHARES-COMMON-PRIOR> 4,074,644
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,356,924
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 52,461,972
<NET-ASSETS> 179,876,365
<DIVIDEND-INCOME> 1,238,413
<INTEREST-INCOME> 75,128
<OTHER-INCOME> 0
<EXPENSES-NET> 1,170,087
<NET-INVESTMENT-INCOME> 143,454
<REALIZED-GAINS-CURRENT> 13,472,712
<APPREC-INCREASE-CURRENT> 36,852,522
<NET-CHANGE-FROM-OPS> 50,468,688
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (157,895)
<DISTRIBUTIONS-OF-GAINS> (14,586,452)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,135,516
<NUMBER-OF-SHARES-REDEEMED> 2,349,457
<SHARES-REINVESTED> 368,700
<NET-CHANGE-IN-ASSETS> 91,969,359
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 2,470,664
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 794,058
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,170,087
<AVERAGE-NET-ASSETS> 131,370,944
<PER-SHARE-NAV-BEGIN> 21.57
<PER-SHARE-NII> .04
<PER-SHARE-GAIN-APPREC> 9.91
<PER-SHARE-DIVIDEND> (.03)
<PER-SHARE-DISTRIBUTIONS> (2.61)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 28.88
<EXPENSE-RATIO> .92
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 02
<NAME> VALUE & INCOME PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 112,520,726
<INVESTMENTS-AT-VALUE> 127,622,581
<RECEIVABLES> 967,840
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 128,590,421
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 875,207
<TOTAL-LIABILITIES> 875,207
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 113,488,376
<SHARES-COMMON-STOCK> 6,069,963
<SHARES-COMMON-PRIOR> 3,884,680
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (968,767)
<ACCUM-APPREC-OR-DEPREC> 15,195,605
<NET-ASSETS> 127,715,214
<DIVIDEND-INCOME> 1,983,416
<INTEREST-INCOME> 425,419
<OTHER-INCOME> 0
<EXPENSES-NET> 1,221,252
<NET-INVESTMENT-INCOME> 1,187,583
<REALIZED-GAINS-CURRENT> 10,807,315
<APPREC-INCREASE-CURRENT> 763,235
<NET-CHANGE-FROM-OPS> 12,758,133
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,199,600)
<DISTRIBUTIONS-OF-GAINS> (12,008,849)
<DISTRIBUTIONS-OTHER> (968,767)
<NUMBER-OF-SHARES-SOLD> 3,811,618
<NUMBER-OF-SHARES-REDEEMED> (2,028,022)
<SHARES-REINVESTED> 401,687
<NET-CHANGE-IN-ASSETS> 46,588,592
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 1,201,534
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 892,253
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,221,252
<AVERAGE-NET-ASSETS> 120,666,412
<PER-SHARE-NAV-BEGIN> 20.88
<PER-SHARE-NII> .24
<PER-SHARE-GAIN-APPREC> 2.45
<PER-SHARE-DIVIDEND> (0.24)
<PER-SHARE-DISTRIBUTIONS> (2.29)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 21.04
<EXPENSE-RATIO> 1.03
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 03
<NAME> SMALL TO MID CAP PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 235,451,976
<INVESTMENTS-AT-VALUE> 276,781,314
<RECEIVABLES> 25,053,607
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 301,834,921
<PAYABLE-FOR-SECURITIES> 17,935,523
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,740,207
<TOTAL-LIABILITIES> 21,675,730
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 235,450,667
<SHARES-COMMON-STOCK> 11,908,787
<SHARES-COMMON-PRIOR> 5,739,844
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3,379,187
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 41,329,337
<NET-ASSETS> 280,159,191
<DIVIDEND-INCOME> 1,639,994
<INTEREST-INCOME> 371,675
<OTHER-INCOME> 0
<EXPENSES-NET> 2,517,103
<NET-INVESTMENT-INCOME> (505,434)
<REALIZED-GAINS-CURRENT> 15,196,539
<APPREC-INCREASE-CURRENT> 18,018,953
<NET-CHANGE-FROM-OPS> 32,710,058
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (18,128,949)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 10,107,811
<NUMBER-OF-SHARES-REDEEMED> (4,300,650)
<SHARES-REINVESTED> 361,782
<NET-CHANGE-IN-ASSETS> 154,937,753
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 6,311,597
<OVERDISTRIB-NII-PRIOR> (102,695)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,995,029
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,517,103
<AVERAGE-NET-ASSETS> 209,271,528
<PER-SHARE-NAV-BEGIN> 21.82
<PER-SHARE-NII> (.05)
<PER-SHARE-GAIN-APPREC> 3.50
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (1.74)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 23.53
<EXPENSE-RATIO> 1.22
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 04
<NAME> INTERNATIONAL EQUITY PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 137,637,925
<INVESTMENTS-AT-VALUE> 171,557,251
<RECEIVABLES> 708,095
<ASSETS-OTHER> 22,849
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 172,288,195
<PAYABLE-FOR-SECURITIES> 1,963,874
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,970,403
<TOTAL-LIABILITIES> 3,934,277
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 133,048,687
<SHARES-COMMON-STOCK> 9,966,670
<SHARES-COMMON-PRIOR> 10,213,260
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,401,957
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 33,903,274
<NET-ASSETS> 168,353,918
<DIVIDEND-INCOME> 1,937,967
<INTEREST-INCOME> 346,768
<OTHER-INCOME> 0
<EXPENSES-NET> 2,727,793
<NET-INVESTMENT-INCOME> (443,058)
<REALIZED-GAINS-CURRENT> 3,399,692
<APPREC-INCREASE-CURRENT> 21,019,700
<NET-CHANGE-FROM-OPS> 23,976,334
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7,585,921
<NUMBER-OF-SHARES-REDEEMED> (7,931,875)
<SHARES-REINVESTED> 99,366
<NET-CHANGE-IN-ASSETS> 16,912,787
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 202,707
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,946,464
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,727,793
<AVERAGE-NET-ASSETS> 177,165,630
<PER-SHARE-NAV-BEGIN> 14.83
<PER-SHARE-NII> (.03)
<PER-SHARE-GAIN-APPREC> 2.41
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.31)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.90
<EXPENSE-RATIO> 1.59
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 05
<NAME> INTERMEDIATE FIXED-INCOME PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 55,270,821
<INVESTMENTS-AT-VALUE> 56,329,478
<RECEIVABLES> 1,385,389
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 57,714,867
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 79,590
<TOTAL-LIABILITIES> 79,590
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 56,328,765
<SHARES-COMMON-STOCK> 4,622,902
<SHARES-COMMON-PRIOR> 4,528,468
<ACCUMULATED-NII-CURRENT> 3,185
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 244,670
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,058,657
<NET-ASSETS> 57,635,277
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 3,282,867
<OTHER-INCOME> 0
<EXPENSES-NET> 427,498
<NET-INVESTMENT-INCOME> 2,855,371
<REALIZED-GAINS-CURRENT> 1,805,578
<APPREC-INCREASE-CURRENT> (618,921)
<NET-CHANGE-FROM-OPS> 4,042,028
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,831,589
<DISTRIBUTIONS-OF-GAINS> 205,295
<DISTRIBUTIONS-OTHER> 0
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 06
<NAME> SHORT INTERMEDIATE FIXED-INCOME PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 07
<NAME> MORTGAGE SECURITIES PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 08
<NAME> U.S. GOVERNMENT MONEY PORTFOLIO
<S> <C>
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<FISCAL-YEAR-END> DEC-31-1998
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