MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT made this ___ day of ____, 2000, is between
ASSESSOR FUNDS, INC., a Maryland corporation (hereinafter called "Accessor
Funds"), and ACCESSOR CAPITAL MANAGEMENT, L.P., a Washington limited partnership
(hereinafter called the "Manager").
WHEREAS, the Manager has organized at its expense the series of Accessor
Funds designated on Schedule A which will operate as so-called "funds of funds"
(As the "Accessor Allocation Funds") as part of an investment company of the
"series" type registered under the Investment Company Act of 1940 ("1940 Act"),
and will invest and reinvest their assets in portfolios of securities consisting
of other series of Accessor Funds (the "Underlying Funds"), each of which has
distinct investment objectives and policies; and Accessor Funds desires to avail
itself of the services, information, advice, assistance and facilities of a
manager and to have a manager perform for it various management, administrative,
statistical, research, investment management and other services for the FOF
Series; and
WHEREAS, the Manager is registered as an investment adviser under the
Investment Advisers Act of 1940 and is engaged in the business of rendering
investment company management, administrative and investment advisory,
counseling and supervisory services;
NOW THEREFORE, Accessor Funds and the Manager agree as follows:
1. Employment of the Manager. Accessor Funds hereby employs the Manager to
manage the investment and reinvestment of the FOF Series assets and to act
as their discretionary money manager in the manner set forth in Section
2(B) of this Agreement, and to administer the business and operations of
the FOF Series, subject to the direction of the Board of Directors, for the
period, in the manner, and on the terms hereinafter set forth. The Manager
hereby accepts such employment and agrees during such period to render the
services and to assume the obligations herein set forth. The Manager shall
for all purposes herein be deemed to be an independent contractor and
shall, except as expressly provided or authorized (whether herein or
otherwise), have no authority to act for or represent Accessor Funds or its
FOF Series in any way or otherwise be deemed their agent.
2. Obligations of and Services to be Provided by the Manager. The Manager
undertakes to provide the services hereinafter set forth and to assume the
following obligations.
A. Management and Administrative Services.
(1) The Manager shall furnish to Accessor Funds for its FOF Series
(a) office space, which may be space within the offices of the
Manager or in such other place as may be selected by the Manager
from time to time, and (b) office furnishings, facilities and
equipment as may be reasonably required for managing and
administering the business and operations of the FOF Series,
including (i) complying with the corporate, securities and tax
reporting requirements of the United States and the various
states, (ii) conducting correspondence and other communications
with shareholders, and (iii) maintaining or supervising the
maintenance of all internal bookkeeping, accounting and auditing
services and records in connection with the FOF Series investment
and business activities. Accessor Funds agrees that its
shareholder recordkeeping services, the computing of net asset
value and the preparation of certain of its records required by
Rule 31 under the 1940 Act are maintained by Accessor Funds'
Transfer Agent and/or Custodian, and that with respect to these
records the Manager's obligations under this Section 2(A) are
supervisory in nature.
(2) The Manager shall employ or provide and compensate the executive,
administrative, secretarial and clerical personnel necessary to
supervise the provision of the services set forth in sub-section
2(A)(1), and shall bear the expense of providing such services
except as provided in Section 3 of this Agreement. The Manager
shall also compensate all officers and employees of Accessor
Funds who are officers or employees of the Manager or entities
with which the Manager is affiliated.
B. Investment Management Services.
(1) The Manager shall develop overall FOF Series investment programs
and strategies for each FOF Series, or portion thereof, shall
revise such programs and strategies as necessary, and shall
monitor and report periodically to the Board of Directors
concerning the implementation of the programs and strategies.
(2) The Manager shall, subject to and in accordance with the
investment objectives and policies of each FOF Series and any
directions which Accessor Funds' Board of Directors may issue to
the Manager, have: (i) overall supervisory responsibility for the
general management and investment of the FOF Series assets and
securities portfolios; and (ii) full investment discretion to
make all determinations with respect to the investment of the FOF
Series asset.
(3) The Manager shall render to Accessor Funds' Board of Directors
such periodic reports concerning the FOF Series business and
investments as the Board of Directors shall reasonably request.
C. Provision of Information Necessary for Preparation of Securities
Registration Statements, Amendments and Other Materials.
The Manager will make available and provide financial, accounting and
statistical information required by Accessor Funds for the preparation
of registration statements, reports and other documents required by
federal and state securities laws, and with such information as
Accessor Funds may reasonably request for use in the preparation of
such documents or of other materials necessary or helpful for the
underwriting and distribution of the FOF Series shares.
D. Other Obligations and Services.
The Manager shall make available its officers and employees to the
Board of Directors and officers of Accessor Funds for consultation and
discussions regarding the administration and management of Accessor
Funds and its investment activities. The Manager may make payments
under a Distribution Plan adopted under Rule 12b-1 under the 1940 Act
(the "Plan") to Qualified Recipients (as defined in the Plan) which
have rendered assistance in shareholder servicing or in the
distribution or retention of the FOF Series shares.
3. Expenses of Accessor Funds. It is understood that Accessor Funds and its
FDF Series will pay all its expenses other than those expressly assumed by
the Manager herein, which expenses payable by Accessor Funds shall include:
A. Expenses of all audits and other services by independent public
accountants;
B. Expenses of transfer agent, registrar, dividend disbursing agent and
shareholder record-keeping services;
C. Expenses of custodial services including recordkeeping services
provided by the Custodian.
D. Expenses of obtaining quotations for calculating the value of Accessor
Funds' net assets;
E. Expenses of obtaining shareholder activity reports from the transfer
agent;
F. Expenses of maintaining each FOF Series tax records;
G. Salaries and other compensation of any of its executive officers and
employees, if any, who are not officers, directors, stockholders or
employees of the Manager or any of its partners.
H. Taxes levied against Accessor Funds;
I. Brokerage fees and commissions, if any, in connection with the
purchase and sale of portfolio securities for Accessor Funds or any
FOF Series;
J. Costs, including the interest expense, of borrowing money;
K. Costs and/or fees incident to meetings of shareholders and the Board
of Directors of Accessor Funds, the preparation and mailings of
prospectuses and reports of Accessor Funds to its shareholders, the
filing of reports with regulatory bodies, the maintenance of Accessor
Funds' 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 Accessor Funds shares for sale;
M. Costs of printing stock certificates representing shares of Accessor
Funds;
N. Director's fees and expenses to directors who are not officers,
employees or stockholders of the Manager or any of its partners;
O. The fidelity bond required by Section 17(g) of the 1940 Act, or other
insurance premiums, including premiums for directors and officers
liability insurance;
P. Association membership dues;
Q. Extraordinary expenses as may arise, including expenses incurred in
connection with litigation, proceedings, other claims, and the legal
obligations of Accessor Funds to indemnify its Directors, officers,
employees and agents with respect thereto; and
R. Management fees payable to the Manager pursuant to Section 5 of this
Agreement.
4. Activities and Affiliates of the Manager.
A. The services of the Manager and entities with which the Manager is
affiliated to Accessor Funds hereunder are not to be deemed exclusive,
and the Manager and any entities with which the Manger is affiliated
shall be free to render similar services to others. The Manager and
entities with which the Manager is affiliated shall seek to use the
same skill and care in the management of the FOF Series as they seek
to use in the administration of other accounts to which they provide
asset management consulting and manager selection services, but they
shall not be obligated to give Accessor Funds more favorable or
preferential treatment vis-a-vis their other clients.
B. Subject to and in accordance with the Articles of Incorporation and
By-Laws of Accessor Funds and to Section 10(a) of the 1940 Act, it is
understood that Directors, officers, agents and shareholders of
Accessor Funds are or may be interested in the Manager or entities
with which the Manager is affiliated as directors, agents or
stockholders of the Manager or entities with which the Manger is
affiliated; that directors, officers, agents and stockholders of the
Manager or entities with which the Manager is affiliated are or may be
interested in Accessor Funds as Directors, officers, agents,
shareholders or otherwise; that the Manager or entities with which the
Manager is affiliated may be interested in Accessor Funds as
shareholders or otherwise; and that the effect of any such interests
shall be governed by said Articles of Incorporation, By-Laws and the
1940 Act.
5. Compensation of the Manager. For providing the services and furnishing the
facilities pursuant to this Agreement, the Manager shall receive monthly a
fee from each FOF Series equal to 0.10% annually of each FOF Series average
daily net assets.
6. Liabilities of the Manager.
A. In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of
the Manager or its partners, the Manager and its partners shall not be
subject to liability to Accessor Funds or to any shareholder of
Accessor Funds for any act or omission in the course of, or connected
with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security. Accessor
Funds shall indemnify the Manger and hold it harmless from and against
all damages, liabilities, costs and expenses (including reasonable
attorneys' fees and amounts reasonably paid in settlement) incurred by
the Manger in or by reason of any pending, threatened or completed
action, suit, investigation or other proceeding arising out of or
otherwise based upon any action taken or omitted to be taken by the
Manger in connection with the performance of its duties or obligations
under this Agreement.
B. No provision of this Agreement shall be construed to protect any
Director or officer of Accessor Funds, or the Manger and its partners,
from liability in violation of Section 17(h) and (i) of the 1940 Act.
7. Renewal and Termination.
A. This Agreement shall become effective on and as of the effective date
of the FOF Series registration statement under the Securities Act of
1933 and shall continue in effect as to each FOF Series for two years.
The Agreement is renewable annually thereafter for successive one-year
periods (a) by a vote of a majority of the Directors of Accessor
Funds, or (b) as to any FOF Series, by a vote of a majority of the
outstanding voting securities of that FOF Series, and in either case
by a majority of the Directors who are not parties to the Agreement or
interested persons of any parties to the Agreement (other than as
Directors of Accessor Funds) cast in person at a meeting called for
purposes of voting on the Agreement; provided, however, that if the
shareholders of any one or more FOF Series fail to approve the
Agreement as provided herein, the Manager may continue to serve in
such capacity in the manner and to the extent permitted by the 1940
Act and Rules and Regulations thereunder.
B. This Agreement:
(1) May at any time be terminated without the payment of any penalty
either by vote of the Board of Directors of Accessor Funds or, as
to any FOF Series, by vote of a majority of the outstanding
voting securities of the FOF Series, on 60 days' written notice
to the Manager;
(2) Shall immediately terminate in the event of its assignment; and
(3) May be terminated by the Manager on 60 days' written notice to
Accessor Funds.
C. As used in this Section 8, the terms "assignment," "interested person"
and "vote of a majority of the outstanding voting securities" shall
have the meanings set forth for any such terms in the 1940 Act and
Rules and Regulations thereunder.
D. Any notice under this Agreement shall be given in writing addressed
and delivered, or mailed postpaid, to the other party at any office or
such party.
8. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.
ACCESSOR FUNDS, INC.
_________________________________ By:______________________
Christine J. Stansbery, Secretary
ACCESSOR CAPITAL MANAGEMENT LP
By: Accessor Capital Corporation,
Managing General Partner
_________________________________ By:______________________
Christine J. Stansbery, Secretary J. Anthony Whatley, III,
President
<PAGE>
SCHEDULE A
TO MANAGEMENT AGREEMENT
November __, 2000
This Management Agreement shall be entered into with respect to the following
Funds of Accessor Funds, Inc.:
Accessor Income Allocation Fund
Accessor Income and Growth Allocation Fund
Accessor Balanced Allocation Fund
Accessor Growth and Income Allocation Fund
Accessor Growth Allocation Fund
Accessor Aggressive Growth Allocation Fund
