ACCESSOR FUNDS INC
485APOS, 1999-03-01
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       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
<NUMBER-OF-SHARES-SOLD>                      3,570,910
<NUMBER-OF-SHARES-REDEEMED>                (3,557,369)
<SHARES-REINVESTED>                             80,893
<NET-CHANGE-IN-ASSETS>                       2,438,367
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                  (1,380,859)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          224,304
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                427,498
<AVERAGE-NET-ASSETS>                        55,693,442
<PER-SHARE-NAV-BEGIN>                            12.19
<PER-SHARE-NII>                                    .67
<PER-SHARE-GAIN-APPREC>                            .32
<PER-SHARE-DIVIDEND>                             (.67)
<PER-SHARE-DISTRIBUTIONS>                        (.04)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              12.47
<EXPENSE-RATIO>                                    .79
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</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
<INVESTMENTS-AT-COST>                       47,390,456
<INVESTMENTS-AT-VALUE>                      47,867,883
<RECEIVABLES>                                  934,534
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              48,802,417
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       93,554
<TOTAL-LIABILITIES>                             93,554
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    48,166,753
<SHARES-COMMON-STOCK>                        3,951,685
<SHARES-COMMON-PRIOR>                        3,337,535
<ACCUMULATED-NII-CURRENT>                       18,764
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         45,919
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       477,428
<NET-ASSETS>                                48,708,863
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                            2,800,536
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 392,446
<NET-INVESTMENT-INCOME>                      2,408,090
<REALIZED-GAINS-CURRENT>                       615,501
<APPREC-INCREASE-CURRENT>                       87,741
<NET-CHANGE-FROM-OPS>                        3,111,332
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                  (2,387,537)
<DISTRIBUTIONS-OF-GAINS>                     (522,655)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,974,853
<NUMBER-OF-SHARES-REDEEMED>                  1,415,314
<SHARES-REINVESTED>                             54,611
<NET-CHANGE-IN-ASSETS>                       7,766,821
<ACCUMULATED-NII-PRIOR>                        (4,419)
<ACCUMULATED-GAINS-PRIOR>                     (47,745)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          198,000
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                392,446
<AVERAGE-NET-ASSETS>                        48,874,982
<PER-SHARE-NAV-BEGIN>                            12.27
<PER-SHARE-NII>                                    .68
<PER-SHARE-GAIN-APPREC>                            .14
<PER-SHARE-DIVIDEND>                             (.63)
<PER-SHARE-DISTRIBUTIONS>                        (.13)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              12.33
<EXPENSE-RATIO>                                    .82
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</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
<INVESTMENTS-AT-COST>                      147,897,794
<INVESTMENTS-AT-VALUE>                     149,832,346
<RECEIVABLES>                                2,676,383
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             152,508,729
<PAYABLE-FOR-SECURITIES>                     4,565,561
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                    1,786,163
<TOTAL-LIABILITIES>                          6,351,724
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   143,769,745
<SHARES-COMMON-STOCK>                       11,607,851
<SHARES-COMMON-PRIOR>                        8,712,125
<ACCUMULATED-NII-CURRENT>                      111,203
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        293,439
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     1,982,618
<NET-ASSETS>                               146,157,005
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                            8,865,162
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               1,251,359
<NET-INVESTMENT-INCOME>                      7,613,803
<REALIZED-GAINS-CURRENT>                     1,178,903
<APPREC-INCREASE-CURRENT>                    (454,778)
<NET-CHANGE-FROM-OPS>                        8,337,928
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                  (7,548,641)
<DISTRIBUTIONS-OF-GAINS>                   (1,137,570)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      5,879,217
<NUMBER-OF-SHARES-REDEEMED>                (3,120,016)
<SHARES-REINVESTED>                            136,525
<NET-CHANGE-IN-ASSETS>                      36,409,958
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                      303,719
<OVERDISTRIB-NII-PRIOR>                       (37,546)
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          811,596
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              1,251,359
<AVERAGE-NET-ASSETS>                       145,308,831
<PER-SHARE-NAV-BEGIN>                            12.60
<PER-SHARE-NII>                                    .70
<PER-SHARE-GAIN-APPREC>                            .09
<PER-SHARE-DIVIDEND>                             (.70)
<PER-SHARE-DISTRIBUTIONS>                        (.10)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              12.59
<EXPENSE-RATIO>                                    .88
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 08
   <NAME> U.S. GOVERNMENT MONEY PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                      157,474,336
<INVESTMENTS-AT-VALUE>                     157,474,336
<RECEIVABLES>                                1,406,140
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             158,880,476
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      661,330
<TOTAL-LIABILITIES>                            661,330
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   158,221,520
<SHARES-COMMON-STOCK>                      158,221,750
<SHARES-COMMON-PRIOR>                       50,915,165
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        (2,374)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               158,219,146
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                            3,762,484
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 382,599
<NET-INVESTMENT-INCOME>                      3,379,885
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                        3,382,547
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                  (3,379,880)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                    276,126,292
<NUMBER-OF-SHARES-REDEEMED>              (168,971,567)
<SHARES-REINVESTED>                            151,860
<NET-CHANGE-IN-ASSETS>                     107,309,253
<ACCUMULATED-NII-PRIOR>                              0
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