ACCESSOR FUNDS INC
485BXT, 2000-11-28
Previous: POWERTEL INC /DE/, 425, 2000-11-28
Next: ACCESSOR FUNDS INC, 485BXT, EX-99.(G)(1), 2000-11-28



As filed with the Securities and Exchange Commission on November 27, 2000
                                                       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. 19       /X/
                                     and/or
                   REGISTRATION STATEMENT UNDER THE INVESTMENT
                             COMPANY ACT OF 1940             /X/
                              Amendment No. 24               /X/
                        (Check appropriate box or boxes)

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

                              ACCESSOR FUNDS, INC.
               (Exact Name of Registrant as Specified in Charter)
                                1420 Fifth Avenue
                                   Suite 3600
                            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 3600
                            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
                           Kirkpatrick & Lockhart LLP
                                75 State Street
                                Boston, MA 02109

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

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)
/X/ on December 22, 2000 pursuant to paragraph (b)
/__/ 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:

        /X/ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>

This amendment to the Registrant's  Registration Statement relates solely to the
following series of the Registrant:

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


--------------------------------------------------------------------------------
ADVISOR CLASS SHARES     ACCESSOR(R)FUNDS, INC. Prospectus     December 22, 2000
--------------------------------------------------------------------------------

                           Accessor ALLOCATION Funds


                           Accessor Income Allocation
                      Accessor Income and Growth Allocation
                          Accessor Balanced Allocation
                      Accessor Growth and Income Allocation
                           Accessor Growth Allocation
                      Accessor Aggressive Growth Allocation

                                   [GRAPHIC]
                          [Horseshoe]      [Key]
                          [Umbrella]       [Piggybank]
--------------------------------------------------------------------------------
                                                                          [LOGO]
--------------------------------------------------------------------------------
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>
                               THE ACCESSOR FUNDS

[graphic] A family of 15 mutual funds, each with two classes of shares, offering
a variety of fixed income,  equity and balanced  mutual funds.  For  information
about the other  Accessor  Funds,  please  request  the current  Accessor  Funds
Prospectuses.

[graphic]  Designed to help investors  realize the benefits of ASSET  ALLOCATION
and DIVERSIFICATION.

[graphic] Managed and administered by Accessor Capital  Management LP ("Accessor
Capital").


This  prospectus  describes  the  six  Accessor  Allocation  Funds.  Each of the
Accessor  Allocation  Funds is a fund of funds. A fund of funds is a mutual fund
that  invests  its  assets  in  other  mutual  funds.  This  gives  you  several
advantages, such as:

[graphic] Active asset allocation and periodic rebalancing.
[graphic] Immediate diversification across different types of investments.
[graphic] The benefit of a professional money manager.
[graphic] For  most  small   investors,  a  cost  advantage  over  investing  in
          individual stocks.

[graphic] For  some  investors, tax advantages over trying  to  rebalance  using
          individual mutual funds.
================================================================================

DIVERSIFICATION  is the  spreading of risk among a group of  investment  assets.
Within a portfolio of investments,  it means reducing the risk of any individual
security  by  holding  securities  from a  variety  of  companies.  In a broader
context,  diversification  means  investing among a variety of security types to
reduce the importance of any one type or class of security.


ASSET ALLOCATION is a logical extension of the principle of diversification.  It
is a method of mixing  different types of investments  (for example,  equity and
fixed-income securities) in an effort to enhance returns and reduce risks.


DIVERSIFICATION  AND ASSET  ALLOCATION  DO NOT,  HOWEVER,  GUARANTEE  INVESTMENT
RESULTS.

The theory of diversification holds that investors can reduce their overall risk
by spreading  assets  among a variety of  investments.  Each type of  investment
follows a cycle of its own and  responds  differently  to changes in the economy
and the  marketplace.  A decline in one investment can be balanced by returns in
other investments that are stable or rising.  Therefore,  a major benefit of the
Accessor Allocation Funds is the potential for attractive long-term returns with
reduced volatility.

If you are a periodic  investor,  you can face the  dilemma of trying to buy the
right mix of mutual funds for a relatively  small dollar  amount each month.  By
investing  in  one of the  Accessor  Allocation  Funds,  you  get a  diversified
portfolio,  assembled by a professional money manager, that allows you access to
more funds  than you might be able to afford on your own.  Each fund can be used
in both taxable and tax-deferred accounts.

Before choosing your investment  option,  consider your investment  goals,  your
time horizon for  achieving  them,  and your  tolerance  for risk.  The Accessor
Allocation  Fund  or  Funds  you  select  should  not  represent  your  complete
investment program or be used for short-term trading purposes.

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

<PAGE>


                                TABLE OF CONTENTS

THE FUNDS


FUND SUMMARIES.................................................................1
PERFORMANCE....................................................................3
EXPENSES.......................................................................4
OBJECTIVES AND STRATEGIES......................................................6
DESCRIPTION OF UNDERLYING FUNDS...............................................10
PRINCIPAL RISKS OF INVESTING IN THE FUNDS.....................................12
PRINCIPAL RISKS OF UNDERLYING FUNDS...........................................13
MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE................................16

SHAREHOLDER INFORMATION

PURCHASING FUND SHARES........................................................17
WHERE TO PURCHASE.............................................................17
EXCHANGING FUND SHARES........................................................19
REDEEMING FUNDS SHARES........................................................20
SIGNATURE GUARANTEES..........................................................21
DIVIDENDS AND OTHER DISTRIBUTIONS.............................................21
VALUATION OF SECURITIES.......................................................22
FEDERAL INCOME TAXATION.......................................................22
DEFENSIVE DISTRIBUTION PLAN...................................................23
FINANCIAL HIGHLIGHTS..........................................................23





<PAGE>
--------------------------------------------------------------------------------
                                 FUND SUMMARIES
--------------------------------------------------------------------------------

Each of the Accessor  Allocation Funds (referred to in this prospectus as "Fund"
or "Funds") is a "fund of funds" and shares the same investment  approach.  Each
Fund seeks to maintain a mix of asset classes within an established  range,  and
each invests in a  combination  of the Advisor  Class  Shares of other  Accessor
Funds  (referred  to in  this  prospectus  as  the  "Underlying  Funds"),  which
represent  specific  market  segments.  The Funds are designed to help investors
realize the benefits of asset allocation and diversification.  Each Fund pursues
a different  investment  goal by  investing  in  different  combinations  of the
Underlying  Funds.  You may  choose to invest in any of the Funds  based on your
investment  goals,  investment  time  horizons,  personal risk  tolerances,  and
financial circumstances. Each Fund's performance will reflect the performance of
different  asset  classes  or  different  segments  within  an asset  class.  By
investing  in a  combination  of mutual  funds,  the Funds can offer  additional
diversification within a single investment.

--------------------------------------------------------------------------------
WHAT IS EACH FUND'S OBJECTIVES?

The  investment  objective  of each Fund is not  fundamental  and may be changed
without shareholder approval by the Board of Directors of the Fund.

[graphic]  ACCESSOR  INCOME  ALLOCATION  FUND seeks high current income and some
stability of principal.

[graphic]  ACCESSOR INCOME AND GROWTH  ALLOCATION FUND seeks high current income
and some potential capital appreciation.

[graphic]  ACCESSOR  BALANCED  ALLOCATION FUND seeks moderate current income and
some potential capital appreciation.

[graphic]  ACCESSOR GROWTH AND INCOME  ALLOCATION FUND seeks moderate  potential
capital appreciation and some current income.

[graphic]   ACCESSOR  GROWTH   ALLOCATION  FUND  seeks  high  potential  capital
appreciation and some current income.

[graphic]  ACCESSOR  AGGRESSIVE  GROWTH  ALLOCATION  FUND seeks  high  potential
capital appreciation.

--------------------------------------------------------------------------------
WHAT IS EACH FUND'S PRINCIPAL INVESTMENT STRATEGY?

Each Fund  invests  substantially  all of its  assets  in a select  group of the
Underlying Funds.


Each Fund seeks to maintain broad  exposure to several  markets in an attempt to
reduce  the  impact of  markets  that are  declining  and to  benefit  from good
performance  in  particular  market  segments  that  are  rising.  The  level of
diversification  the Funds obtain from being  invested in a number of Underlying
Funds reduces the risk  associated  with an  investment  in a single  Underlying
Fund. This risk is further reduced  because each Underlying  Fund's  investments
are also  spread  over a range of  issuers,  industries  and, in the case of the
international Underlying Fund, countries.

The  ACCESSOR  INCOME  ALLOCATION  FUND  can  invest  in a  combination  of  the
Underlying Funds,  including the four fixed-income  Underlying Funds: High Yield
Bond Fund, Intermediate Fixed-Income Fund, Short-Intermediate  Fixed-Income Fund
and  Mortgage  Securities  Fund  and the  money  market  Underlying  Fund:  U.S.
Government Money Fund. This Fund uses a conservative asset allocation strategy -
the Fund maintains a current asset  allocation  target of  approximately  85% in
fixed-income Underlying  Funds and 15% in the money market Underlying  Fund.

The ACCESSOR  INCOME AND GROWTH  ALLOCATION  FUND can invest in a combination of
the four equity Underlying Funds: Growth Fund, Value Fund, Small to Mid Cap Fund
and  International  Equity Fund, the four  fixed-income  Underlying  Funds: High
Yield Bond Fund, Intermediate Fixed-Income Fund, Short-Intermediate Fixed-Income
Fund and Mortgage  Securities  Fund and the money market  Underlying  Fund: U.S.
Government Money Fund. This Fund uses a conservative asset allocation strategy -
the Fund maintains a current asset  allocation  target of  approximately  30% in
equity Underlying  Funds,  60% in  fixed-income Underlying  Funds and 10% in the
money market Underlying Fund.
<PAGE>
--------------------------------------------------------------------------------
                                 FUND SUMMARIES
--------------------------------------------------------------------------------
The ACCESSOR  BALANCED  ALLOCATION  FUND can invest in a combination of the four
equity  Underlying  Funds:  Growth Fund,  Value Fund,  Small to Mid Cap Fund and
International  Equity Fund, the four  fixed-income  Underlying Funds: High Yield
Bond Fund, Intermediate Fixed-Income Fund, Short-Intermediate  Fixed-Income Fund
and  Mortgage  Securities  Fund  and the  money  market  Underlying  Fund:  U.S.
Government Money Fund. This Fund uses a moderate asset allocation strategy - the
Fund  maintains  a  current  asset  allocation  target of  approximately  50% in
equity  Underlying  Funds,  36% in fixed-income  Underlying  Funds and 4% in the
money market Underlying Fund.

The ACCESSOR  GROWTH AND INCOME  ALLOCATION  FUND can invest in a combination of
the four equity Underlying Funds: Growth Fund, Value Fund, Small to Mid Cap Fund
and  International  Equity Fund, the four  fixed-income  Underlying  Funds: High
Yield Bond Fund, Intermediate Fixed-Income Fund, Short-Intermediate Fixed-Income
Fund and Mortgage  Securities  Fund and the money market  Underlying  Fund: U.S.
Government Money Fund. This Fund uses a moderate asset allocation strategy - the
Fund  maintains  a  current  asset  allocation  target of  approximately  60% in
equity  Underlying  Funds,  36% in fixed-income  Underlying  Funds and 4% in the
money market Underlying Fund.

The ACCESSOR  GROWTH  ALLOCATION  FUND can invest in a  combination  of the four
equity  Underlying  Funds:  Growth Fund,  Value Fund,  Small to Mid Cap Fund and
International  Equity Fund, the four  fixed-income  Underlying Funds: High Yield
Bond Fund, Intermediate Fixed-Income Fund, Short-Intermediate  Fixed-Income Fund
and  Mortgage  Securities  Fund  and the  money  market  Underlying  Fund:  U.S.
Government Money Fund. This Fund uses an aggressive asset allocation  strategy -
the Fund maintains a current asset  allocation  target of  approximately  80% in
equity Underlying Funds and 20% in fixed-income Underlying Funds.

The ACCESSOR  AGGRESSIVE  GROWTH  ALLOCATION FUND can invest in a combination of
the Underlying Funds,  including the four equity Underlying Funds:  Growth Fund,
Value Fund,  Small to Mid Cap Fund and  International  Equity Fund and the money
market  Underlying  Fund:  U.S.  Government  Money  Fund.  This Fund uses a very
aggressive  asset  allocation  strategy  - the Fund  maintains  a current  asset
allocation target of approximately 100% in equity Underlying Funds.


Each Fund seeks to obtain the  greatest  return for the level of risk assumed by
that Fund. Each Fund's investment strategy emphasizes asset allocation.

--------------------------------------------------------------------------------
WHAT ARE THE PRINCIPAL INVESTMENT RISKS OF INVESTING IN THE FUNDS?


LOSS OF MONEY IS A RISK OF INVESTING IN EACH FUND.  AN  INVESTMENT  IN A FUND IS
NOT A  DEPOSIT  OF ANY BANK AND IS NOT  INSURED  OR  GUARANTEED  BY THE  FEDERAL
DEPOSIT INSURANCE  CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. While the Funds
offer a greater level of diversification  than most other types of mutual funds,
a single Fund may not provide a complete investment program for an investor.

The following  summarizes important risks that apply to the Funds and may result
in a loss of your investment. There can be no assurance that a Fund will achieve
its investment objective.


[graphic]  ALLOCATION RISK Each Fund's investment  performance  depends upon how
its assets are allocated and reallocated  among particular  Underlying  Funds. A
principal  risk of investing  in a Fund is that the  allocation  techniques  and
decisions will not produce the desired  results,  and a Fund may not achieve its
investment objective.

[graphic] UNDERLYING FUNDS RISK The investments of each Fund are concentrated in
the Underlying Funds, and each Fund's investment performance is directly related
to the investment performance of the Underlying Funds held by it. A Fund's share
prices will  fluctuate as the prices of the  Underlying  Funds rise or fall with
changing market  conditions.  Because the Funds invest in the Underlying  Funds,
the  Funds'  shareholders  will  be  affected  by the  investment  policies  and
principal  risks of the Underlying  Funds in direct  proportion to the amount of
assets  the  Funds  allocate  to those  Underlying  Funds.  Because  the  Fund's
allocation  among the Underlying Funds will vary, your investment may be subject
to any and all of these risks at different times and to different degrees.
<PAGE>
--------------------------------------------------------------------------------
                                 FUND SUMMARIES
--------------------------------------------------------------------------------

The following table sets forth the principal risks of the Underlying  Funds that
could adversely effect the net asset value, yield and total return of a Fund:
<TABLE>
==============================================================================================================
                            LEVEL OF PRINCIPAL RISK
--------------------------------------------------------------------------------------------------------------
Risk                         Income           Income           Balanced         Growth            Growth            Aggressive
                                              and Growth                        and Income                          Growth
<S>                         <C>              <C>              <C>               <C>               <C>               <C>
Stock Market Volatility     [graphic] n/a    [graphic] low    [graphic] medium  [graphic] high    [graphic] high    [graphic] high
Bond Market Volatility      [graphic] medium [graphic] high   [graphic] high    [graphic] medium  [graphic] low     [graphic] n/a
Foreign Exposure            [graphic] n/a    [graphic] high   [graphic] high    [graphic] medium  [graphic] low     [graphic] n/a
Sector Risk                 [graphic] n/a    [graphic] low    [graphic] low     [graphic] medium  [graphic] medium  [graphic] medium
Company Risk                [graphic] low    [graphic] low    [graphic] low     [graphic] medium  [graphic] medium  [graphic] medium
Bond Issuer Risk            [graphic] medium [graphic] high   [graphic] high    [graphic] medium  [graphic] low     [graphic] n/a
Lower Rated Debt Securities [graphic] medium [graphic] medium [graphic] medium  [graphic] low     [graphic] low     [graphic] n/a
Inflation Risk              [graphic] high   [graphic] high   [graphic] medium  [graphic] medium  [graphic] low     [graphic] low
Prepayment Risk             [graphic] high   [graphic] high   [graphic] medium  [graphic] medium  [graphic] low     [graphic] n/a

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

Level of Principal Risk Key:      [graphic] /a           [graphic] Low         [graphic] Medium       [graphic] High

---------------------------------------------------------------------------------------------------------------
</TABLE>


DEFINITIONS

Stock   Market   Volatility.   Stock   markets  are  volatile  and  can  decline
significantly in response to adverse issuer,  political,  regulatory,  market or
economic developments.

Bond Market  Volatility.  Individual  securities  are  expected to  fluctuate in
response to issuer, general economic and interest rate changes.

Foreign Exposure.  Foreign markets,  particularly  emerging markets, can be more
volatile  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.  Sector Risk.  Issuers within an industry or
economic sector or geographic region can react differently to issuer,  political
or economic developments than the market as a whole.

Company Risk. The value of an individual security or particular type of security
can be  more  volatile  than  the  stock  market  as a  whole  and  can  perform
differently than the value of the market as a whole.

Bond Issuer Risk.  Changes in the financial  condition of an issuer,  changes in
specific economic or political  conditions that affect a particular  issuer, and
changes in general  economic or political  conditions  can adversely  affect the
credit quality or value of an issuer's securities.
Lower Rated Debt Securities.  Lower rated debt securities,  commonly referred to
as "junk  bonds",  and  comparable  unrated  debt  securities  have  speculative
characteristics and are subject to greater risks than higher rated securities.

Inflation  Risk.  Over time, the real value of the your investment in a Fund may
be eroded by inflation.


Prepayment  Risk. The ability of an issuer of a debt security to repay principal
prior to a security's  maturity can cause greater  price  volatility if interest
rates change.

--------------------------------------------------------------------------------
Please see "Principal Risks of Underlying  Funds" for a description of these and
other risks associated with the Underlying Funds and an investment in a Fund.
<PAGE>
--------------------------------------------------------------------------------
                                 FUND SUMMARIES
--------------------------------------------------------------------------------

Each Fund's investment goals may be consistent with investors with the following
risk profiles and investment goals:

The ACCESSOR  INCOME  ALLOCATION FUND - designed to provide income for investors
with a low risk tolerance and a 1-3 year investment time horizon.

The ACCESSOR INCOME AND GROWTH  ALLOCATION FUND - designed to provide income and
some capital appreciation for investors with a low risk tolerance and a 3-5 year
investment time horizon.

The ACCESSOR  BALANCED  ALLOCATION  FUND - designed to provide a balanced mix of
current  income and  capital  appreciation  to  investors  with a moderate  risk
tolerance and a 5-10 year investment time horizon.

The ACCESSOR GROWTH AND INCOME  ALLOCATION FUND - designed to provide a balanced
mix of current  capital  appreciation  and current  income to  investors  with a
moderate risk tolerance and an investment time horizon of 5-10 years.

The ACCESSOR GROWTH  ALLOCATION FUND - designed to provide capital  appreciation
and  some  current  income  to  investors  with a  high  risk  tolerance  and an
investment time horizon of 10 years or more.

The ACCESSOR  AGGRESSIVE  GROWTH  ALLOCATION  FUND - designed to provide capital
appreciation to investors with a very high risk tolerance and an investment time
horizon of 10 years or more.

--------------------------------------------------------------------------------
                                   PERFORMANCE
--------------------------------------------------------------------------------
The Funds are recently created mutual funds and consequently performance figures
for the Funds are not currently available.

--------------------------------------------------------------------------------
                                    EXPENSES
--------------------------------------------------------------------------------
The Funds are no load mutual funds.  There are no fees or charges to buy or sell
fund  shares,  reinvest  dividends,  or  exchange  into other  Funds or into the
Underlying  Funds.  You should keep in mind that  shareholders of each Fund bear
indirectly the expenses of the Underlying  Funds in which the Funds invest.  The
Funds  will  indirectly  bear  their  pro rata  share  of the fees and  expenses
(including  management  fees) incurred by the Underlying Funds that are borne by
all Underlying Fund  shareholders.  The investment  returns of each Fund,  then,
will be net of that  Fund's  share of the  expenses of the  Underlying  Funds in
which the Fund is invested.  THE FOLLOWING TABLE DESCRIBES THE FEES AND EXPENSES
THAT YOU MAY PAY IF YOU BUY AND HOLD ADVISOR CLASS SHARES OF A FUND.
<PAGE>
--------------------------------------------------------------------------------
                                    EXPENSES
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                      ACCESSOR ALLOCATION FUND
                                                 INCOME       INCOME       BALANCED
                                                                           AND GROWTH
<S>                                              <C>          <C>          <C>
Shareholder Fees(1)(2)
  (fees paid directly from your investment)
MAXIMUM SALES CHARGE IMPOSED
  ON PURCHASES (as a percent of offering price)  none         none         none
MAXIMUM SALES CHARGE IMPOSED
  ON REINVESTED DIVIDENDS                        none         none         none
MAXIMUM DEFERRED SALES CHARGE                    none         none         none
REDEMPTION FEE(3)                                none         none         none
Annual Fund Operating Expenses
  (expenses deducted from Fund assets)
MANAGEMENT FEES                                  0.10%        0.10%        0.10%
DISTRIBUTION AND SERVICE (12b-1) FEE             none         none         none
OTHER EXPENSES(4)                                0.00         0.00         0.00
TOTAL ANNUAL FUND OPERATING
  EXPENSES                                       0.10%        0.10%        0.10%
-----------------------------------------------------------------------------------
                                                      ACCESSOR ALLOCATION FUND
                                                 GROWTH       GROWTH     AGGRESSIVE
                                                 AND INCOME              GROWTH
Shareholder Fees(1)(2)
  (fees paid directly from your investment)
MAXIMUM SALES CHARGE IMPOSED                     none         none       none
  ON PURCHASES (as a percent of offering price)
MAXIMUM SALES CHARGE IMPOSED
  ON REINVESTED DIVIDENDS                        none         none       none
MAXIMUM DEFERRED SALES CHARGE                    none         none       none
REDEMPTION FEE(3)                                none         none       none
Annual Fund Operating Expenses
  (expenses deducted from Fund assets)
MANAGEMENT FEES                                  0.10%        0.10%      0.10%
DISTRIBUTION AND SERVICE (12b-1) FEE             none         none       none
OTHER EXPENSES(4)                                0.00         0.00       0.00
TOTAL ANNUAL FUND OPERATING
  EXPENSES                                       0.10%        0.10%      0.10%
------------

<FN>
(1) Shares of the Funds are  expected  to be sold  primarily  through  financial
intermediaries  that may charge  shareholders a fee. These fees are not included
in the tables.

(2) An annual  maintenance fee of $25.00 may be charged by Accessor Capital,  as
the Transfer Agent to each IRA with an aggregate balance of less than $10,000 on
December 31 of each year.

(3) The  Transfer  Agent may  charge a  processing  fee of $10.00 for each check
redemption request.

(4) The Funds have  applied to the  Securities  and Exchange  Commission  for an
exemptive  order  allowing  the  Funds  to  enter  into an  agreement  with  the
Underlying Funds under which the Underlying Funds will bear certain of the Funds
"Other  Expenses."  Consequently,  the Funds do not  expect  to bear any  "Other
Expenses".  Investors in the Funds indirectly bear such "Other Expenses" through
the Funds' investment in the Underlying Funds.
</FN>

</TABLE>

<PAGE>
--------------------------------------------------------------------------------
                                    EXPENSES
--------------------------------------------------------------------------------

The  following  table  provides a range of estimated  average  weighted  expense
ratios for  Advisor  Class  Shares of each Fund,  which  includes  the  indirect
expenses of the  Underlying  Funds.  A range is given instead of a single number
because the pro-rata share of expenses  fluctuates along with the changes in the
average assets in each of the Underlying Funds.

--------------------------------------------------------------------------------
Accessor Allocation Fund
--------------------------------------------------------------------------------
Income Allocation                                    0.74% - 0.84%
Income and Growth Allocation                         0.85% - 0.95%
Balanced Allocation                                  0.93% - 1.03%
Growth and Income Allocation                         0.96% - 1.06%
Growth Allocation                                    1.02% - 1.12%
Aggressive Growth Allocation                         1.08% - 1.18%
--------------------------------------------------------------------------------
EXPENSE EXAMPLE
---------------
The Example  shows what an investor in Advisor  Class Shares of a Fund could pay
over time.  The Example is intended to help you compare the cost of investing in
the Funds with the cost of investing in other mutual funds.  The Example assumes
that you invest $10,000 in a Fund 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
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower,  the  following  table uses the  midpoints  of the ranges shown
above. Based on these assumptions your costs would be:
--------------------------------------------------------------------------------
ACCESSOR ALLOCATION FUND                ONE YEAR      THREE YEARS
--------------------------------------------------------------------------------

Income Allocation                         $81            $254
Income and Growth Allocation              $91            $285
Balanced Allocation                       $100           $311
Growth and Income Allocation              $103           $323
Growth Allocation                         $109           $339
Aggressive Growth Allocation              $115           $359

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


<PAGE>
--------------------------------------------------------------------------------
                            OBJECTIVES AND STRATEGIES
--------------------------------------------------------------------------------
ASSET ALLOCATION

The investment  strategy of the Funds focuses on asset  allocation  (varying the
concentration of asset classes in the Funds). Accessor Capital manages the asset
class risk to which the Funds are exposed by varying the concentration of assets
classes in the Funds.  The table below reflects the current target and potential
ranges of investments in various asset classes.
--------------------------------------------------------------------------------
Asset Class                     Income         Income and      Balanced
                                               Growth
--------------------------------------------------------------------------------

Equity Funds        Target      0%             30%             50%
                    Range       0%-5%          20%-40%         40%-60%


Fixed-Income        Target      85%            60%             46%
Funds               Range       70%-100%       40%-80%         30%-60%

Money Market        Target      15%            10%             4%
Fund                Range       0%-30%         0%-20%          0%-10%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Asset Class                     Growth and    Growth           Aggressive
                                Income                         Growth
--------------------------------------------------------------------------------

Equity Funds        Target      60%           80%              100%
                    Range       50%-70%       70%-90%          85%-100%


Fixed-Income        Target      36%           20%              0%
Funds               Range       20%-50%       5%-30%           0%-10%

Money Market        Target      4%            0%               0%
Fund                Range       0%-10%        0%-5%            0%-5%
--------------------------------------------------------------------------------

Accessor  Capital  decides  how  much of  each  Fund's  assets  to  allocate  to
Underlying  Fund  investments  within the ranges  set forth  below  based on its
outlook for, and on the relative  valuations  of, the  Underlying  Funds and the
various markets in which they invest. Each Fund may sell the Underlying Funds or
other  securities  for a variety  of  reasons,  such as to secure  gains,  limit
losses, or redeploy assets into more promising  opportunities.  The Funds expect
to be fully invested in the underlying  Accessor  mutual funds at all times.  To
provide  liquidity  as well as to  assist in  achieving  the  Fund's  investment
objective,  each Fund may invest in the underlying U.S.  Government  Money Fund.
Each  Fund may  invest  in  shares  of the same  Underlying  Fund;  however  the
percentage of each Fund's assets so invested will vary depending upon the fund's
investment objective.  Based on its asset allocation analysis,  Accessor Capital
determines the mix of Underlying Funds appropriate for each Fund.

================================================================================
TARGET  ALLOCATION:  Target allocation  represents the Funds' current target for
investments  in the  Underlying  Funds.  You should note that the Funds'  actual
allocations  may differ  from the target  due to market  fluctuations  and other
factors  and that  Accessor  Capital  has the  discretion  to change each Fund's
target allocation.
================================================================================

<PAGE>
--------------------------------------------------------------------------------
                           OBJECTIVES AND STRATEGIES
--------------------------------------------------------------------------------
Accessor Income Allocation Fund
-------------------------------

INVESTMENT  OBJECTIVE The Income  Allocation  Fund seeks high current income and
some stability of principal.

INVESTMENT  STRATEGY  The Fund can  invest in a  combination  of the  Underlying
Funds,  including the four  fixed-income  funds and one money market fund.  This
Fund uses a conservative  asset allocation  strategy  designed to provide income
for investors with a low risk tolerance and a 1-3 year investment time horizon.


                                      Asset Allocation           PIE CHART OF
Underlying Fund**                  Target*  Potential Range   TARGET* ALLOCATION
                                                                   Data Points
Growth                              0%          0-5%                   0%
Value                               0%          0-5%                   0%
Small to Mid Cap                    0%          0-5%                   0%
International Equity                0%          0-5%                   0%
High Yield Bond                    15%         5-20%                  15%
Intermediate Fixed-Income          15%        10-25%                  15%
Short-Intermediate Fixed-Income    30%        20-35%                  30%
Mortgage Securities                10%         5-30%                  10%
U.S. Government Money***           30%        15-35%                  30%

--------------------------------------------------------------------------------
Accessor Income and Growth Allocation Fund
------------------------------------------

INVESTMENT  OBJECTIVE The Income and Growth  Allocation  Fund seeks high current
income and some potential capital appreciation.

INVESTMENT  STRATEGY The Fund can invest in a combination  of four equity funds,
four fixed-income funds and one money market fund. This Fund uses a conservative
asset  allocation   strategy   designed  to  provide  income  and  some  capital
appreciation  for investors with a low risk tolerance and a 3-5 year  investment
time horizon.

                                      Asset Allocation           PIE CHART OF
Underlying Fund**                  Target*  Potential Range   TARGET* ALLOCATION
                                                                  Data Points
Growth                               9%        4-14%                   9%
Value                                9%        4-14%                   9%
Small to Mid Cap                     7%        2-12%                   7%
International Equity                 5%        0-10%                   5%
High Yield Bond                     15%       10-20%                  15%
Intermediate Fixed-Income           10%        5-20%                  10%
Short-Intermediate Fixed-Income     25%       15-30%                  25%
Mortgage Securities                  5%        0-15%                   5%
U.S. Government Money***            15%        5-20%                  15%

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

*Target allocation  represents the Funds' current target for
investments  in the  Underlying  Funds.  You should note that the Funds'  actual
allocations  may differ  from the target  due to market  fluctuations  and other
factors  and that  Accessor  Capital  has the  discretion  to change each Fund's
target allocation.
**Invested in Advisor Class shares of the Underlying Fund only.

***Investments  in the U.S.  Government Money Fund are not insured or guaranteed
by the Federal  Deposit  Insurance  Corporation  (FDIC) or any other  government
agency.  The U.S.  Government Money Fund's goal is to preserve the value of your
investment  at  $1.00  per  share.  However,  it is  possible  to lose  money by
investing in this Fund.
<TABLE>
====================================================================================================================================
<CAPTION>

KEY TO PIE CHART:
<S>               <C>                         <C>                        <C>                            <C>
[graphic] Growth  [graphic] Small to Mid Cap  [graphic] High Yield Bond  [graphic] Short-Intermediate  [graphic] U.S. Government
                                                                                   Fixed-Income                  Money
[graphic] Value   [graphic] International     [graphic] Intermediate     [graphic] Mortgage
                            Equity                      Fixed-Income               Securites

====================================================================================================================================
</TABLE>
<PAGE>
--------------------------------------------------------------------------------
                           OBJECTIVES AND STRATEGIES
--------------------------------------------------------------------------------
Accessor Balanced Allocation Fund
---------------------------------

INVESTMENT  OBJECTIVE The Balanced Allocation Fund seeks moderate current income
and some potential capital appreciation.

INVESTMENT  STRATEGY The Fund can invest in a combination  of four equity funds,
four  fixed-income  funds and one money market  fund.  This Fund uses a moderate
asset allocation  strategy  designed to provide a balanced mix of current income
and capital  appreciation to investors with a moderate risk tolerance and a 5-10
year investment time horizon.

                                      Asset Allocation           PIE CHART OF
Underlying Fund**                  Target*  Potential Range   TARGET* ALLOCATION
                                                                  Data Points
Growth                              15%        10-20%                15%
Value                               15%        10-20%                15%
Small to Mid Cap                    10%         5-15%                10%
International Equity                10%         5-15%                10%
High Yield Bond                     15%         5-20%                15%
Intermediate Fixed-Income            6%         3-20%                 6%
Short-Intermediate Fixed-Income     15%         5-20%                15%
Mortgage Securities                  5%         0-20%                 5%
U.S. Government Money***             9%         0-10%                 9%

--------------------------------------------------------------------------------
Accessor Growth and Income Allocation Fund
------------------------------------------

INVESTMENT  OBJECTIVE  The  Growth  and Income  Allocation  Fund seeks  moderate
potential capital appreciation and some current income.

INVESTMENT STRATEGY The Accessor Growth and Income Allocation Fund can invest in
a combination of four equity funds, four fixed-income funds and one money market
fund. This Fund uses a moderate asset allocation  strategy designed to provide a
balanced mix of current  capital  appreciation  and current  income to investors
with a moderate risk tolerance and an investment time horizon of 5-10 years.

                                      Asset Allocation           PIE CHART OF
Underlying Fund**                  Target*  Potential Range   TARGET* ALLOCATION
                                                                  Data Points
Growth                              17%      12-22%                  17%
Value                               17%      12-22%                  17%
Small to Mid Cap                    11%       6-16%                  11%
International Equity                15%      10-20%                  15%
High Yield Bond                     16%       5-20%                  16%
Intermediate Fixed-Income            5%       0-20%                   5%
Short-Intermediate Fixed-Income     15%       5-20%                  15%
Mortgage Securities                  0%       0-15%                   0%
U.S. Government Money***             4%       0-10%                   4%

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

*Target allocation  represents the Funds' current target for
investments  in the  Underlying  Funds.  You should note that the Funds'  actual
allocations  may differ  from the target  due to market  fluctuations  and other
factors  and that  Accessor  Capital  has the  discretion  to change each Fund's
target allocation.
**Invested in Advisor Class shares of the Underlying Fund only.

***Investments  in the U.S.  Government Money Fund are not insured or guaranteed
by the Federal  Deposit  Insurance  Corporation  (FDIC) or any other  government
agency.  The U.S.  Government Money Fund's goal is to preserve the value of your
investment  at  $1.00  per  share.  However,  it is  possible  to lose  money by
investing in this Fund.
<TABLE>
====================================================================================================================================
<CAPTION>

KEY TO PIE CHART:
<S>               <C>                         <C>                        <C>                            <C>
[graphic] Growth  [graphic] Small to Mid Cap  [graphic] High Yield Bond  [graphic] Short-Intermediate  [graphic] U.S. Government
                                                                                   Fixed-Income                  Money
[graphic] Value   [graphic] International     [graphic] Intermediate     [graphic] Mortgage
                            Equity                      Fixed-Income               Securites

====================================================================================================================================
</TABLE>
<PAGE>
--------------------------------------------------------------------------------
                           OBJECTIVES AND STRATEGIES
--------------------------------------------------------------------------------
Accessor Growth Allocation Fund
-------------------------------

INVESTMENT  OBJECTIVE The Growth  Allocation  Fund seeks high potential  capital
appreciation and some current income.

INVESTMENT  STRATEGY The Fund can invest in a combination  of four equity funds,
four fixed-income  funds and one money market fund. This Fund uses an aggressive
asset allocation strategy designed to provide capital  appreciation to investors
with a high risk tolerance and an investment time horizon of 10 years or more.

                                      Asset Allocation           PIE CHART OF
Underlying Fund**                  Target*  Potential Range   TARGET* ALLOCATION
                                                                  Data Points
Growth                               23%        19-30%                23%
Value                                23%        19-30%                23%
Small to Mid Cap                     14%         7-20%                14%
International Equity                 20%        15-25%                20%
High Yield Bond                      12%         5-15%                12%
Intermediate Fixed-Income             8%         0-15%                 8%
Short-Intermediate Fixed-Income       0%         0-15%                 0%
Mortgage Securities                   0%         0-15%                 0%
U.S. Government Money***              0%          0-5%                 0%

--------------------------------------------------------------------------------
Accessor Aggressive Growth Allocation Fund
------------------------------------------

INVESTMENT  OBJECTIVE The Aggressive Growth Allocation Fund seeks high potential
capital appreciation.

INVESTMENT  STRATEGY  The Fund can  invest in a  combination  of the  Underlying
Funds, including the four equity funds and one money market fund. This Fund uses
a  very  aggressive  asset  allocation  strategy  designed  to  provide  capital
appreciation to investors with a very high risk tolerance and an investment time
horizon of 10 years or more.

                                      Asset Allocation           PIE CHART OF
Underlying Fund**                  Target*  Potential Range   TARGET* ALLOCATION
                                                                  Data Points
Growth                               29%        25-35%               29%
Value                                29%        25-35%               29%
Small to Mid Cap                     18%        10-25%               18%
International Equity                 24%        19-30%               24%
High Yield Bond                       0%          0-5%                0%
Intermediate Fixed-Income             0%          0-5%                0%
Short-Intermediate Fixed-Income       0%          0-5%                0%
Mortgage Securities                   0%          0-5%                0%
U.S. Government Money***              0%          0-5%                0%

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

*Target allocation  represents the Funds' current target for
investments  in the  Underlying  Funds.  You should note that the Funds'  actual
allocations  may differ  from the target  due to market  fluctuations  and other
factors  and that  Accessor  Capital  has the  discretion  to change each Fund's
target allocation.
**Invested in Advisor Class shares of the Underlying Fund only.

***Investments  in the U.S.  Government Money Fund are not insured or guaranteed
by the Federal  Deposit  Insurance  Corporation  (FDIC) or any other  government
agency.  The U.S.  Government Money Fund's goal is to preserve the value of your
investment  at  $1.00  per  share.  However,  it is  possible  to lose  money by
investing in this Fund.
<TABLE>
====================================================================================================================================
<CAPTION>

KEY TO PIE CHART:
<S>               <C>                         <C>                        <C>                            <C>
[graphic] Growth  [graphic] Small to Mid Cap  [graphic] High Yield Bond  [graphic] Short-Intermediate  [graphic] U.S. Government
                                                                                   Fixed-Income                  Money
[graphic] Value   [graphic] International     [graphic] Intermediate     [graphic] Mortgage
                            Equity                      Fixed-Income               Securites

====================================================================================================================================
</TABLE>
<PAGE>
--------------------------------------------------------------------------------
                           OBJECTIVES AND STRATEGIES
--------------------------------------------------------------------------------

The particular Underlying Funds in which each Fund may invest and the allocation
targets  and ranges in each  Underlying  Fund may be  changed  from time to time
without shareholder approval. In addition, each Fund's investment objectives and
all policies not  specifically  designated as fundamental in this  Prospectus or
the Statement of Additional  Information are  non-fundamental and may be changed
by the Board of Directors without shareholder  approval. If there is a change in
a Fund's investment objective or policies, you should consider whether that Fund
remains  and  appropriate  investment  in light of your then  current  financial
position  and needs.  Each Fund's  investment  objective,  investment  strategy,
current  target  allocations  in the  Underlying  Funds and potential  ranges of
allocations in the Underlying Funds are set forth in the previous tables.

--------------------------------------------------------------------------------
DESCRIPTION OF UNDERLYING FUNDS
------------------------------
The table below gives a brief description of the principal  investment  programs
of the Underlying Funds.  Additional  information about the investment practices
and policies of the Underlying Funds can be found in the Statement of Additional
Information. No offer is made in this Prospectus of any of the Underlying Funds.
================================================================================
UNDERLYING FUND                             INVESTMENT
                                             PROGRAM
--------------------------------------------------------------------------------

Growth              Seeks capital growth through  investing  primarily in equity
Fund                securities with greater than average growth  characteristics
                    selected  from the  Standard  & Poor's 500  Composite  Stock
                    Price Index ("S&P 500").

                    The Money Manager,  Chicago Equity Partners,  selects stocks
                    that  it  believes  will  outperform  peer  companies  while
                    maintaining  an overall  risk  level  similar to that of the
                    benchmark.
                    ------------------------------------------------------------
                    EQUITY SECURITIES  represent an ownership  interest,  or the
                    right  to  acquire  an  ownership  interest,  in an  issuer.
                    Different  types  of  equity  securities  provide  different
                    voting and the bankruptcy dividend of rights the and issuer.
                    priority  Equity in  securities  the include event common of
                    stocks,   preferred  stocks,   convertible   securities  and
                    warrants.

                    The S&P 500 INDEX 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.    Large
                    capitalization  value  stocks are the stocks  within the S&P
                    500 that generally are priced below the market average based
                    on earnings and lower than average price-to-book ratios.

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

 Value              Seeks  generation  of current  income and capital  growth by
 Fund               investing  primarily in  income-producing  equity securities
                    selected from the S&P 500.

                    The Money Manager,  Martingale  Asset  Management,  analyzes
                    fundamental   information  about  companies  such  as  their
                    assets,  earnings and growth to identify undervalued stocks,
                    focusing  primarily on stocks  issued by companies  with low
                    price to earnings  and/or price to book ratios and companies
                    with   improving   growth  of  earnings   and/or  growth  of
                    dividends.

                    On November  16,  2000,  the Board of  Directors of Accessor
                    Funds  approved  the  replacement  of  Martingale  as  money
                    manager of the Value Fund. The Board of Directors, including
                    continued  on next  page  all of the  Directors  who are not
                    "interested  persons"  of Accessor Funds,  have approved the

                                                          continued on next page
--------------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
                           OBJECTIVES AND STRATEGIES
================================================================================
UNDERLYING FUND                             INVESTMENT
                                             PROGRAM
--------------------------------------------------------------------------------
Value               appointment   of   Wellington    Management   Company,   LLP
Fund               ("Wellington  Management") as the money manager of the Value
(con't)             Fund, effective January 10, 2001. Wellington Management uses
                    a   disciplined    structured    investment   approach   and
                    quantitative  analytical  techniques  designed  to  identify
                    stocks with the highest  probability of outperforming  their
                    peers coupled with a portfolio construction process designed
                    to keep the overall portfolio risk  characteristics  similar
                    to that of the benchmark.

                    ------------------------------------------------------------
                    EQUITY SECURITIES  represent an ownership  interest,  or the
                    right  to  acquire  an  ownership  interest,  in an  issuer.
                    Different  types  of  equity  securities  provide  different
                    voting and the bankruptcy dividend of rights the and issuer.
                    priority  Equity in  securities  the include event common of
                    stocks,   preferred  stocks,   convertible   securities  and
                    warrants.

                    The S&P 500 INDEX 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.    Large
                    capitalization  value  stocks are the stocks  within the S&P
                    500 that generally are priced below the market average based
                    on earnings and lower than average price-to-book ratios.

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

Small to            Seeks capital growth through  investing  primarily in equity
Mid Cap             securities of small to medium capitalization issuers.
Fund
                    The Fund  invests  at least 65% of its  total  assets in the
                    stocks of small and medium capitalization companies that are
                    expected  to  experience   higher  than  average  growth  of
                    earnings or stock price.  The Money Manager,  Symphony Asset
                    Management, uses a quantitative approach to analyze earnings
                    forecasts,  price  movements  and other  factors to identify
                    growth  stocks  with  attractive  fundamentals  relative  to
                    price.

                    ------------------------------------------------------------
                    Generally,  small  capitalization  issuers are issuers  that
                    have a  capitalization  of $1 billion or less at the time of
                    investment   and  medium   capitalization   issuers  have  a
                    capitalization ranging from $1 billion to $10 billion at the
                    time of investment.
--------------------------------------------------------------------------------

International       Seeks  capital  growth  by  investing  primarily  in  equity
Equity              securities  of companies  domiciled in countries  other than
Fund                the United States and traded on foreign stock exchanges.

                    The Fund will  have at least 65% of its total  assets in the
                    stocks of companies domiciled in Europe and the Pacific Rim.
                    The Fund  normally  intends to  maintain  investments  in at
                    least three different  countries  outside the United States.
                    The Money Manager,  Nicholas-Applegate  Capital  Management,
                    reflects   a  focus  on   individual   security   selection.
                    Nicholas-Applegate    uses   fundamental   qualitative   and
                    quantitative  analysis to seek  companies  that are industry
                    leaders in the  process of  positive  change to  construct a
                    portfolio that generally parallels the countries  comprising
                    the Morgan Stanley Capital International  ("MSCI") EAFE(R) +
                    EMF  Index.  The  firm's   bottom-up   approach  drives  the
                    portfolio toward issues  demonstrating  positive fundamental
                    change, evidence of sustainability and timeliness. The Money
                    Manager attempts to exceed the total return of the MSCI EAFE
                    + EMF Index.

 -------------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
                           OBJECTIVES AND STRATEGIES
================================================================================
UNDERLYING FUND                             INVESTMENT
                                             PROGRAM
--------------------------------------------------------------------------------

High Yield          Seeks current income by investing  primarily in lower-rated,
Bond Fund           high-yield corporate debt securities.

                    The  Fund  invests  primarily  in  lower-rated,   high-yield
                    corporate  debt  securities  commonly  referred  to as "junk
                    bonds." Under normal conditions,  at least 65% of the Fund's
                    total assets will be invested in debt securities rated lower
                    than Baa by Moody's or BBB by S&P, or  securities  judged to
                    be of equivalent quality by the Money Manager. The Fund will
                    normally  maintain  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  U.S.
                    Corporate  High Yield Index.  The Money  Manager,  Financial
                    Management Advisors,  Inc. ("FMA"),  selects debt securities
                    on  a  company-by  company  basis,  emphasizing  fundamental
                    research and a long-term investment horizon.  Their analysis
                    focuses on the nature of a company's business, its strategy,
                    and the quality of its  management.  Based on this analysis,
                    the  Money  Manager  looks  primarily  for  companies  whose
                    prospects are stable or improving,  and whose bonds offer an
                    attractive  yield.  Companies with  improving  prospects are
                    normally more attractive in the opinion of the Money Manager
                    because they offer better assurance of debt repayment.
                    ------------------------------------------------------------
                    DURATION,  one  of  the  fundamental  tools  used  by  money
                    managers in security  selection of fixed-income  securities,
                    is a measure of the price  sensitivity of a debt security or
                    a  portfolio  of debt  securities  to  relative  changes  in
                    interest  rates.  For instance,  a duration of "three" means
                    that a portfolio's or security's  price would be expected to
                    decrease by  approximately 3% with a 1% increase in interest
                    rates.

                    The  duration of the Lehman  Brothers  U.S.  Corporate  High
                    Yield Index as of September 30, 2000 is 7.60%.

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

Intermediate        Seeks generation of current income by investing primarily in
Fixed-Income        fixed-income  securities with durations of between three and
Fund                ten years and a dollar-weighted  average portfolio  duration
                    that  does not vary  more or less  than 20% from that of the
                    Lehman  Brothers  Duration,  one  of  the  Government/Credit
                    Index.

                    The  Fund  primarily   invests  in  investment   grade  debt
                    securities  or  debt  securities   unrated  but  of  similar
                    quality,  but  may  invest  up to 20% of the net  assets  in
                    securities  rated BBB by Standard and Poor's,  a division of
                    The McGraw-Hill  Companies,  Inc.  ("S&P") or Baa by Moody's
                    Investors Service, Inc. ("Moody's"), and up to 6% of the net
                    assets  of the Fund in  securities  rated BB by S&P or Ba by
                    Moody's or debt securities  unrated but of similar  quality.
                    The  Money   Manager,   Cypress   Asset   Management,   uses
                    quantitative  analyses  and risk  control  methods to ensure
                    that the Fund's  overall risk and  duration  characteristics
                    are consistent  with the Lehman  Brothers  Government/Credit
                    Index.  Cypress Asset Management seeks to enhance the Fund's
                    returns by  systematically  overweighting its investments in
                    the   corporate   sector   as   compared   to   the   index.
                    ------------------------------------------------------------
                    DURATION,  one  of  the  fundamental  tools  used  by  money
                    managers in security  selection of fixed-income  securities,
                    is a measure of the price  sensitivity of a debt security or
                    a  portfolio  of debt  securities  to  relative  changes  in
                    interest  rates.  For instance,  a duration of "three" means
                    that a portfolio's or security's  price would be expected to
                    decrease by  approximately 3% with a 1% increase in interest
                    rates.

                    The  duration  of  the  Lehman  Brothers   Government/Credit
                    Index as of September 30, 2000 is 5.42%

--------------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
                           OBJECTIVES AND STRATEGIES
================================================================================
UNDERLYING FUND                             INVESTMENT
                                             PROGRAM
--------------------------------------------------------------------------------

Short-              Seeks  preservation  of capital  and  generation  of current
Intermediate        current  income  by  investing   primarily  in  fixed-income
Fixed-Income        securities  with durations of between one and five years and
Fund                a dollar-weighted  average portfolio  duration that does not
                    vary more or less than 20% from that  of the Lehman Brothers
                    Government/Credit 1-5 Year Index.

                    The  Fund  primarily   invests  in  investment   grade  debt
                    securities  or  debt  securities   unrated  but  of  similar
                    quality,  but  may  invest  up to 20% of the net  assets  in
                    securities  rated BBB by S&P or Baa by Moody's  and up to 6%
                    of the net  assets  in  securities  rated BB by S&P or Ba by
                    Moody's or debt securities  unrated but of similar  quality.
                    The  Money   Manager,   Cypress   Asset   Management,   uses
                    quantitative  analyses  and risk  control  methods to ensure
                    that the Fund's  overall risk and  duration  characteristics
                    are consistent  with the Lehman  Brothers  Government/Credit
                    1-5 Year Index.  Cypress Asset  Management  seeks to enhance
                    the  Fund's  returns  by  systematically  overweighting  its
                    investments  in the  corporate  sector  as  compared  to the
                    index.
                    ------------------------------------------------------------
                    DURATION,  one  of  the  fundamental  tools  used  by  money
                    managers in security  selection of fixed-income  securities,
                    is a measure of the price  sensitivity of a debt security or
                    a  portfolio  of debt  securities  to  relative  changes  in
                    interest  rates.  For instance,  a duration of "three" means
                    that a portfolio's or security's  price would be expected to
                    decrease by  approximately 3% with a 1% increase in interest
                    rates.

                    The duration of the Lehman  Brothers  Government/Credit  1-5
                    Index as of September 30, 2000 is 2.38%.

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

Mortgage            Seeks generation of current income by investing primarily in
Securities          mortgage-related     securities     with    an     aggregate
Fund                dollar-weighted  average  portfolio  duration  that does not
                    vary outside of a band of plus or minus 20% from that of the
                    Lehman  Brothers  Duration,   one  of  the   Mortgage-Backed
                    Securities Index.

                    The  Fund  seeks  to  achieve  its  objective  by  investing
                    security  selection of at least 65% and generally  more than
                    80% of its total assets in mortgage related securities.  The
                    Fund  invests  principally  in mortgage  related  securities
                    issued or guaranteed by the U.S. Government, its agencies or
                    instrumentalities,   and  will  only   invest  in   non-U.S.
                    Government  mortgage related securities 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,  BlackRock  Financial  Management,  Inc.,
                    uses  quantitative  risk control  methods to ensure that the
                    Fund's  overall  risk  and  duration   characteristics   are
                    consistent with the Index.
                    ------------------------------------------------------------
                    DURATION,  one  of  the  fundamental  tools  used  by  money
                    managers in security  selection of fixed-income  securities,
                    is a measure of the price  sensitivity of a debt security or
                    a  portfolio  of debt  securities  to  relative  changes  in
                    interest  rates.  For instance,  a duration of "three" means
                    that a portfolio's or security's  price would be expected to
                    decrease by  approximately 3% with a 1% increase in interest
                    rates.

                    The   duration  of  the  Lehman   Brothers   Mortgage-Backed
                    Securities Index as of September 30, 2000 is 3.98%.

--------------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
                           OBJECTIVES AND STRATEGIES
================================================================================
UNDERLYING FUND                             INVESTMENT
                                             PROGRAM
--------------------------------------------------------------------------------

U.S.                Seeks   maximum   current   income   consistent   with   the
Government          preservation   of  principal   and  liquidity  by  investing
Money               primarily in short-term obligations  issued or guaranteed by
Fund                the U.S.  Government,  its  agencies  or  instrumentalities.
                    Accessor Capital  Management  directly invests the assets of
                    the Fund.

--------------------------------------------------------------------------------
                    PRINCIPAL RISKS OF INVESTING IN THE FUNDS
--------------------------------------------------------------------------------
[graphic]  UNDERLYING FUND RISKS.  The investments of each Fund are concentrated
in the  Underlying  Funds,  and each Fund's  investment  performance is directly
related to the investment  performance  of the Underlying  Funds held by it. The
ability of each Fund to meet its investment objective is directly related to the
ability  of the  Underlying  Funds  to  meet  their  objectives  as  well as the
allocation among those Underlying  Funds by Accessor  Capital.  The value of the
Underlying Funds' investments, and the net asset values ("NAV") of the shares of
both the Funds and the Underlying  Funds,  will fluctuate in response to various
market and economic factors related to the equity and fixed-income  markets,  as
well as the financial  condition and prospects of issues in which the Underlying
Funds invest.  There can be no assurance  that the  investment  objective of any
Fund or any Underlying Fund will be achieved.


Because the Funds invest in the Underlying  Funds, the Funds'  shareholders will
be  affected  by the  investment  policies  of the  Underlying  Funds in  direct
proportion to the amount of assets the Funds allocate to those Funds.  Each Fund
may  invest  in  certain   Underlying   Funds  that  in  turn  invest  in  small
capitalization  companies and foreign issuers and thus are subject to additional
risks,  including changes in foreign currency exchange rates and political risk.
Foreign  investments  may  include  securities  of issuers  located in  emerging
countries in Asia, Latin America,  Eastern Europe and Africa. Each Fund may also
invest in certain  Underlying Funds that in turn invest in non-investment  grade
fixed-income  securities  ("junk  bonds"),  which are considered  speculative by
traditional  standards.  In addition,  the certain Underlying Funds may purchase
derivative  securities;  enter into forward  currency  transactions;  lend their
portfolio  securities;  enter into futures  contracts and options  transactions;
purchase zero coupon bonds and payment-in-kind bonds; purchase securities issued
by real estate  investment trusts ("REITs") and other issuers in the real estate
industry; purchase restricted and illiquid securities;  purchase securities on a
when-issued or delayed delivery basis; enter into repurchase agreements;  borrow
money; and engage in various other investment practices.  The risks presented by
these investment practices are discussed in this Prospectus and in the Statement
of Additional Statement.


[graphic]  ALLOCATION RISK. Each Fund's investment  performance depends upon how
its assets are allocated  and  reallocated  among  particular  Underlying  Funds
according to the Fund's  equity/fixed-income  allocation  targets and ranges.  A
principal risk of investing in each Fund is that Accessor Capital will make less
than optimal or poor asset  allocation  decisions.  Accessor Capital attempts to
identify asset classes and sub-classes  represented by the Underlying Funds that
will provide  consistent,  quality  performance  for the Funds,  but there is no
guarantee that Accessor Capital's allocation techniques will produce the desired
results.  It is possible  that Accessor  Capital will focus on Underlying  Funds
that perform poorly or underperform  other available  mutual funds under various
market conditions. You could lose money on your investment in a Fund as a result
of these allocation decisions.
<PAGE>
--------------------------------------------------------------------------------
                      PRINCIPAL RISKS OF UNDERLYING FUNDS
--------------------------------------------------------------------------------
Risks of the Funds depend on the risks of the Underlying Funds. To determine how
much each Fund is subject to the risks below, please refer to the Objectives and
Strategies  section to see what  proportion of the Fund's assets may be invested
in each Underlying Fund.
--------------------------------------------------------------------------------
Principal Risks of Underlying Equity Funds
------------------------------------------
[graphic]STOCK MARKET VOLATILITY.  Stock values fluctuate in response to issuer,
political, market and economic developments. In the short term, stock prices can
fluctuate  dramatically  in  response  to these  developments.  Securities  that
undergo  an initial  public  offering  may trade at a premium  in the  secondary
markets.  However,  there is no  guarantee  that a Fund will have the ability to
participate in such offerings on an ongoing basis.

[graphic]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.

[graphic]SECTOR  RISK.  Different  parts of the market can react  differently to
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.

[graphic]FOREIGN  EXPOSURE.  Foreign  exposure  is  a  principal  risk  for  the
International  Equity  Fund,  which  concentrates  its  investments  in  foreign
securities,  and  may  also  be a risk  for  the  other  Equity  Funds.  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.

Each Underlying Fund's portfolio  securities  usually are valued on the basis of
the most recent closing market prices at 4 p.m. ET when each fund calculates its
NAV. Most of the  securities in which the underlying  International  Equity Fund
invests,  however,  are  traded in  markets  that close  before  that time.  For
securities  primarily  traded  in the Far East,  for  example,  the most  recent
closing prices may be as much as 15 hours old at 4 p.m.  Normally,  developments
that could  affect the values of  portfolio  securities  that occur  between the
close  of the  foreign  market  and 4 p.m.  ET  will  not  be  reflected  in the
Underlying   International  Equity  Funds'  NAVs.  However,  if  the  Underlying
International  Equity Fund determines that such  developments are so significant
that  they will  clearly  and  materially  affect  the  value of the  Underlying
International Equity Fund's securities, the Underlying International Equity Fund
may adjust the  previous  closing  prices for these  securities  to reflect fair
value.


--------------------------------------------------------------------------------
Principal Risks of the Underlying Fixed-Income Funds
----------------------------------------------------

[graphic]BOND MARKET VOLATILITY. Individual securities are expected to fluctuate
in  response to issuer,  general  economic  and market  changes.  An  individual
security or category of securities may, however, fluctuate more or less than the
market as a whole.
<PAGE>
--------------------------------------------------------------------------------
                      PRINCIPAL RISKS OF UNDERLYING FUNDS
--------------------------------------------------------------------------------

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. When
short-term  interest  rates fall,  the U.S.  Government  Money Fund's yield will
generally fall as well.

[graphic]BOND  ISSUER  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
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 Fund's  holdings could have its credit  downgraded or could default,  which
could affect the Fund's performance.


Credit risk is a principal risk for the High Yield Bond Fund, which concentrates
its investments in securities with lower credit quality,  and is a possible risk
for the Intermediate and  Short-Intermediate  Fixed-Income Funds. Credit risk is
the possibility  that an issuer will fail to make timely payments of interest or
principal. Some issuers may not make payments on debt securities held by a Fund,
causing a loss.  Or, an issuer  may  suffer  adverse  changes  in its  financial
condition that could lower the credit quality of a security,  leading to greater
volatility in the price of the security and in shares of a Fund. A change in the
quality  rating  of a bond or other  security  can also  affect  the  security's
liquidity  and make it more  difficult  for a Fund to sell.  Lower  quality debt
securities and comparable  unrated debt securities are more susceptible to these
problems than higher quality obligations.

Because of its  concentration  in investments in junk bonds, the High Yield Bond
Fund is subject to  substantial  credit risk.  Credit  quality in the high-yield
bond market can change  suddenly  and  unexpectedly,  and even  recently  issued
credit ratings may not fully reflect the actual risks of a particular high-yield
bond.  The Funds'  Money  Managers  will not rely  solely on  ratings  issued by
established   credit  rating  agencies,   but  will  utilize  these  ratings  in
conjunction with its own independent and ongoing credit analysis.

[graphic]LOWER  RATED  DEBT  SECURITIES.  Lower  rated  debt  securities  are  a
principal risk for the High Yield Bond Fund, which  concentrates its investments
in lower rated debt  securities,  and are also a risk for the  Intermediate  and
Short-Intermediate  Fixed-Income  Funds. Debt securities rated lower than BBB by
S&P or lower than Baa by Moody's are commonly referred to as "junk bonds." Lower
rated debt securities and comparable  unrated debt  securities have  speculative
characteristics  and are subject to greater risks than higher rated  securities.
These risks include the possibility of default on principal or interest payments
and  bankruptcy  of the  issuer.  During  periods of  deteriorating  economic or
financial  conditions,  the ability of issuers of lower rated debt securities to
service their debt, meet projected goals or obtain  additional  financing may be
impaired.  In addition,  the market for lower rated debt  securities  has in the
past been more  volatile  and less liquid than the market for higher  rated debt
securities.  These risks could  adversely  affect the Funds that invest in these
debt securities.

[graphic]PREPAYMENT  RISK.  Prepayment risk is a principal risk for the Mortgage
Securities Fund, which concentrates its investments in mortgage securities,  and
may  also  be a risk  for the  other  Fixed-Income  Funds.  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.  For example, if interest rates are dropping and an issuer
pays off an obligation or a bond before maturity,  the Fund may have to reinvest
at a lower interest rate.  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.  Prepayments  on assets
underlying  mortgage  or  other  asset  backed  securities  held  by a Fund  can
adversely affect those securities' yield and price.
<PAGE>
--------------------------------------------------------------------------------
                      PRINCIPAL RISKS OF UNDERLYING FUNDS
--------------------------------------------------------------------------------
[graphic]INFLATION  RISK.  The real value of the U.S.  Government  Money  Fund's
yield may be eroded by inflation over time. The U.S.  Government  Money Fund may
under perform the bond and equity markets over time.

--------------------------------------------------------------------------------
Other Risks of Investing in the Funds
-------------------------------------

[graphic]AFFILIATED  PERSONS. In managing the Funds,  Accessor Capital will have
the authority to select and substitute  Underlying  Funds.  Accessor  Capital is
subject to  conflicts  of interest in  allocating  Fund assets among the various
Underlying  Funds both because the fees payable to it and/or its  affiliates  by
some Underlying Funds are higher than the fees payable by other Underlying Funds
and because Accessor Capital is also responsible for managing and  administering
the Underlying  Funds. The Board of Directors and officers of Accessor Funds may
also have conflicting interests in fulfilling their fiduciary duties to both the
Funds and the Underlying Funds.

[graphic]EXPENSES. You may invest in the Underlying Funds directly. By investing
in the  Underlying  Funds  indirectly  through a Fund, you will incur not only a
proportionate  share of the  expenses of the  Underlying  Funds held by the Fund
(including  operating  costs  and  investment  management  fees),  but  also the
expenses of the Fund.


[graphic]SHORT-TERM  AND  TEMPORARY  DEFENSIVE  INVESTMENTS.  Although the Funds
normally seek to remain  substantially  invested in the Underlying  Funds,  each
Fund may  invest a  portion  of its  assets  in  high-quality,  short-term  debt
obligations  (including  commercial  paper,  certificates  of deposit,  bankers'
acceptances,  repurchase  agreements,  debt obligations backed by the full faith
and credit of the U.S.  government  and demand and time deposits of domestic and
foreign banks and savings and loan associations) to maintain liquidity,  to meet
shareholder  redemptions and for other short-term cash needs. Also, there may be
times  when,  in the opinion of Accessor  Capital,  abnormal  market or economic
conditions  warrant that, for temporary  defensive  purposes,  a Fund may invest
without limitation in short-term obligations.  When a Fund's assets are invested
in such investments, the Fund may not be achieving its investment objective.

<PAGE>
--------------------------------------------------------------------------------
                 MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE
--------------------------------------------------------------------------------
MANAGER AND  ADMINISTRATOR  Accessor  Capital  Management LP, 1420 Fifth Avenue,
                            Suite 3600, Seattle, WA 98101

Each Fund is a portfolio of Accessor Funds, Inc.  ("Accessor Funds"), a Maryland
corporation. The Board of Directors is responsible for managing the business and
affairs of the Funds.  Accessor Capital develops the investment programs for the
Funds and decides how to allocate  the assets of each Fund among the  Underlying
Funds. 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 Funds.

The Funds will pay Accessor  Capital an annual  management fee equal to 0.10% of
each Fund's average daily net assets for asset allocation and other services.

Accessor  Capital  develops the investment  programs for the  Underlying  Funds,
selects  the  Money  Managers  for  the  Underlying   Funds,  and  monitors  the
performance of the Money  Managers.  In addition,  Accessor  Capital invests the
assets of the U.S. Government Money Fund. The Securities and Exchange Commission
issued an exemptive  order that allows  Accessor  Funds to change an  Underlying
Fund's  Money  Manager  without  shareholder  approval,  as long as, among other
things,  the Board of Directors  has  approved  the change in Money  Manager and
Accessor Funds.

Accessor  Funds has applied to the  Securities  and Exchange  Commission  for an
exemptive order that will allow the Underlying  Funds to pay the expenses of the
Funds other than the Funds' direct management fees.


Below is a description  of the current Money Managers of each  Underlying  Fund:
--------------------------------------------------------------------------------
GROWTH FUND
-----------
CHICAGO EQUITY PARTNERS LLC, 180 N.LaSalle Street, Suite 3800, Chicago, IL 60697

Chicago Equity Partners utilizes a team approach to managing  portfolios.  David
Johnsen  is  the  Senior  Portfolio  Manager   responsible  for  the  day-to-day
management  of the Fund.  David has been with  Chicago  Equity  Partners and its
predecessors for over 23 years. Prior to Chicago Equity Partners, Geewax, Terker
& Company was the money  manager of the Growth Fund.  The former  money  manager
managed the Fund from July 27, 1997 until March 15, 2000.
--------------------------------------------------------------------------------
VALUE FUND
----------
MARTINGALE ASSET MANAGEMENT, L.P., 222 Berkeley Street, Boston, MA 02116

William E. Jacques,  Chief Investment  Officer since  co-founding  Martingale in
1987, is primarily  responsible for the investment decisions for the Value Fund.
Samuel  Nathans,  Senior  Portfolio  Manager,  is primarily  responsible for the
day-to-day  management of the Value Fund. Mr. Nathans joined Martingale in 1999.
Before joining Martingale, Mr. Nathans was the Portfolio Manager and Director of
Research for the AIG Equity Market Neutral Fund, a quantitative long/short hedge
fund  administered  by the American  International  Group,  Inc. Before AIG, Mr.
Nathans served as Vice President for Quantitative Research at M.D. Sass Investor
Services, Inc. Mr. Nathans was Director of Trading and Developmental Research at
Saje Asset Management prior to his service at M.D. Sass.

WELLINGTON MANAGEMENT COMPANY, LLP, 75 State Street, Boston, MA 02109

Doris  Dwyer  Chu  is the  Portfolio  manager  responsible  for  the  day to day
management of the Fund. Ms. Chu has been with Wellington  Management since 1998,
prior to that she was a partner and international portfolio manager at Grantham,
Mayo, Van Otterloo & Company.  Doris relies on fundamental  research provided by
Wellington Management's Global Industry Analysts.
<PAGE>
--------------------------------------------------------------------------------
SMALL TO MID CAP FUND
---------------------

SYMPHONY ASSET MANAGEMENT LLC, 555 California  Street,  San Francisco,  CA 94104

Praveen K. Gottipalli is primarily responsible for the day-to-day management and
investment  decisions  for the Small to Mid Cap Fund;  he is  assisted  by David
Wang.  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.  Since May 1994, Mr.
Wang has been a portfolio  manager with Symphony Asset  Management,  Inc., which
owns 50% of Symphony  Asset  Management  LLC. From 1993 to 1994,  Mr. Wang was a
Programmer-Analyst with BARRA, Inc.
--------------------------------------------------------------------------------
INTERNATIONAL EQUITY
--------------------

NICHOLAS-APPLEGATE CAPITAL MANAGEMENT, 600 West Broadway, 29th Floor, San Diego,
CA 92101

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 Fund. Ms. Somhegyi,  Chief Investment Officer,  Global
Equity Management,  joined Nicholas-Applegate in 1987. Mr. Speidell, Partner and
Director of Research,  joined Nicholas-Applegate in 1994. From 1983 to 1994, Mr.
Speidell was a portfolio  manager for  Batterymarch  Financial  Management.  Ms.
Morris, Partner and Portfolio Manager, International,  joined Nicholas-Applegate
in 1990.  Nicholas-Applegate  is expecting to complete a transaction  during the
first quarter of 2001 which will cause a change of control.
--------------------------------------------------------------------------------
INTERMEDIATE FIXED-INCOME FUND
SHORT-INTERMEDIATE FIXED-INCOME FUND
------------------------------------
CYPRESS ASSET MANAGEMENT, 26607 Carmel Center Place, Carmel, CA 93923

Mr.  Xavier  Urpi,   President  and  Chief  Investment   Officer,  is  primarily
responsible  for the  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.  Previously,  Ms.  Brooks  was  owner of  Brooks  Finance,  and a
registered representative with H.D. Vest from June 1994 to July 1997.
--------------------------------------------------------------------------------
HIGH YIELD BOND FUND
--------------------

FINANCIAL  MANAGEMENT  ADVISORS,  INC., 1900 Avenue of the Stars, Suite 900, Los
Angeles, CA 90067

FMA uses a team  approach.  Kenneth  D.  Malamed  and  Steven  S.  Michaels  are
primarily  responsible  for the day-to-day  management of the Fund. Mr. Malamed,
President  and Chief  Investment  Officer,  founded  FMA in 1985.  In 1992,  the
assets,  operations  and client base of FMA were  acquired by Wertheim  Schroder
Investment Services,  Inc. (later renamed Schroder Wertheim Investment Services,
Inc.), where Ken Malamed served as Managing  Director,  Director of Fixed-Income
and Chairman of the Credit Committee.  In November 1995, Mr. Malamed  terminated
his association with Schroder  Wertheim.  In December of 1995, he re-established
FMA and continued on with a portion of the  investment  advisory  business.  Mr.
Michaels,  Senior  Vice  President  and  Managing  Director  of High Yield Fixed
Income,  joined FMA in 1991. He was Senior High Yield Credit Analyst at Schroder
Wertheim Investment  Services,  Inc. from 1992 to 1995. He continued on with Mr.
Malamed in January 1996 at the re-established FMA.
<PAGE>
--------------------------------------------------------------------------------
MORTGAGE SECURITIES FUND
------------------------
BLACKROCK FINANCIAL MANAGEMENT, INC., 345 Park Avenue, New York, NY 10154

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 Fund. Mr. Phillips' primary responsibility is the management
of the firm's investment activities in fixed-rate mortgage securities, including
pass-throughs  and CMOs. He directs the  development of investment  strategy and
coordinates  execution for all client portfolios.  Prior to joining BlackRock in
1991,  Mr.  Phillips  was a portfolio  manager at  Metropolitan  Life  Insurance
Company.
--------------------------------------------------------------------------------
U.S. GOVERNMENT MONEY FUND
--------------------------
ACCESSOR CAPITAL MANAGEMENT LP, 1420 Fifth Avenue, Suite 3600, Seattle, WA 98101

Accessor Capital directly invests the assets of the U.S.  Government Money Fund.
Accessor  Capital  receives  no  additional  fee beyond its  management  fee, as
previously described, for this service.

<PAGE>
--------------------------------------------------------------------------------
                             PURCHASING FUND SHARES
--------------------------------------------------------------------------------
WHERE TO PURCHASE
-----------------
[graphic]  Direct.  Investors may purchase  Advisor  Class Shares  directly from
Accessor Funds for no sales charge or commission.

[graphic]  Financial  Intermediaries.  Advisor  Class  Shares  may be  purchased
through  financial  intermediaries,  such as banks,  broker-dealers,  registered
investment  advisers and providers of fund supermarkets.  In certain cases where
Accessor  Funds has entered into an agreement with a financial  intermediary,  a
Fund  will be  deemed to have  received  a  purchase  or  redemption  when it is
received  by the  financial  intermediary.  The order will be priced at the next
calculated  NAV.  Financial  intermediaries  are  responsible  for  transmitting
accepted  orders to the Funds  within the time period  agreed upon by them.  You
should contact your financial  intermediary to learn whether it is authorized to
accept  orders for the Fund.  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  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.
--------------------------------------------------------------------------------
HOW TO PURCHASE
---------------
Purchase  orders  are  accepted  on each  business  day that the New York  Stock
Exchange  is open and must be  received in proper form prior to the close of the
New York Stock Exchange,  normally 4:00 p.m. Eastern time. All purchases must be
made in U.S. dollars. Purchases may be made in 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 and name of Fund noted on the check to:

                             Accessor Funds, Inc.
                             Attn:  Shareholder Services
                             P. O. Box 1748
                             Seattle, WA 98111-1748

If you pay with a check  that does not clear or if your  payment  is not  timely
received, your purchase will be canceled. You will be responsible for any losses
or expenses incurred by each Fund or the transfer agent, and the Fund can redeem
shares you own in this or another  identically  registered Accessor Fund account
as  reimbursement.  Each Fund and its agents  have the right to reject or cancel
any purchase, exchange, or redemption due to nonpayment.

[graphic]  By  Federal  Funds  Wire.  Wire  instructions  are  described  in the
operations manual and must be accompanied or preceded by a trade sheet.

[graphic] By Telephone. Shareholders with aggregate account balances of at least
$1 million may purchase Advisor Class Shares by telephone at (800) 759-3504.  To
prevent unauthorized transactions,  Accessor Funds may use reasonable procedures
to verify telephone requests.
================================================================================
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.
================================================================================
<PAGE>
--------------------------------------------------------------------------------
                             PURCHASING FUND SHARES
--------------------------------------------------------------------------------
IRA/ROTH IRAS
-------------
Investors  may purchase  Advisor  Class  Shares  through an  Individual  or Roth
Retirement  Custodial Account Plan. An IRA or Roth IRA with an aggregate balance
of less than  $10,000 on  December  31 of any year may be assessed a $25.00 fee.
Copies  of an IRA or Roth IRA Plan may be  obtained  from  Accessor  Capital  by
calling (800) 759-3504.
--------------------------------------------------------------------------------
INVESTMENT MINIMUMS
-------------------

[graphic] Regular Accounts.  Initial  investments must be at least $5,000 in one
Fund. Subsequent investments must be at least $1,000.

[graphic]  Retirement  Accounts.  Initial and subsequent  investments must be at
least $2,000 in one Fund.

Accessor Funds may accept small purchase amounts or reject any purchase order it
believes may disrupt the management of the Funds.
--------------------------------------------------------------------------------
SHARE PRICING
-------------
Investors  purchase  Advisor  Class  Shares of a Fund at its net asset value per
share  ("NAV").  The NAV is  calculated  by  adding  the  value  of Fund  assets
attributable to Advisor Class Shares,  subtracting Fund 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 Funds  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
Funds.
--------------------------------------------------------------------------------
MARKET TIMING
-------------
Short-term or excessive  trading into and out of a Fund may harm  performance by
disrupting  portfolio  management  strategies and by increasing expenses. A Fund
may temporarily or permanently  terminate the exchange privilege of any investor
who makes more than four exchanges out of a Fund per calendar year.  Moreover, a
Fund 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 Fund. For these  purposes,  Accessor  Capital may consider an investor's
trading history in that Fund or other Funds, and accounts under common ownership
or control.
--------------------------------------------------------------------------------
FOR MORE INFORMATION
--------------------
For additional information about purchasing shares of the Accessor Funds, please
contact us at (800) 759-3504.
<PAGE>
--------------------------------------------------------------------------------
                             EXCHANGING FUND SHARES
--------------------------------------------------------------------------------
As a shareholder,  you have the privilege of exchanging  shares of the Funds for
shares of other Accessor Funds. Advisor Class Shares may be exchanged for shares
of any  other  Fund on days  when  the  NYSE is open  for  business,  as long as
shareholders  meet the normal  investment  requirements  of the other Fund.  The
request  must be  received  in  proper  form by the  Fund or  certain  financial
intermediaries  prior to the close of the NYSE, normally 4:00 p.m. Eastern time.
Shares will be  exchanged  at the next NAV  calculated  after  Accessor  Capital
receives  the  exchange  request in proper  form.  The Fund may  temporarily  or
permanently terminate the exchange privilege of any investor who makes more than
four exchanges out of the Fund per calendar year.  Shareholders  should read the
prospectus of any other Fund into which they are considering exchanging.
--------------------------------------------------------------------------------
EXCHANGES THROUGH ACCESSOR FUNDS
--------------------------------
Accessor Funds does not currently charge fees on exchanges  directly through it.
This  exchange  privilege  may be modified or terminated at any time by Accessor
Funds  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 Funds, Inc.
                             Attn:  Shareholder Services
                             P. O. Box 1748
                             Seattle, WA 98111-1748

[graphic] By Fax. Instructions may be faxed to Accessor Funds at (206) 224-4274.

AN EXCHANGE OF SHARES FROM A FUND INVOLVES A REDEMPTION OF THOSE SHARES AND WILL
BE TREATED AS A SALE FOR TAX PURPOSES.
--------------------------------------------------------------------------------
EXCHANGES THROUGH FINANCIAL INTERMEDIARIES
------------------------------------------

You should contact your financial intermediary directly to make exchanges.  Your
financial intermediary may charge additional fees for these transactions.
<PAGE>
--------------------------------------------------------------------------------
                             REDEEMING FUNDS SHARES
--------------------------------------------------------------------------------

Investors may request to redeem Advisor Class Shares on any day that the NYSE is
open for  business.  The request  must be received in proper form by the Fund or
certain financial  intermediaries  prior to the close of the NYSE, normally 4:00
p.m.  Eastern  time.  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
Accessor Funds any of the following ways:


[graphic] By Mail. Redemption requests may be mailed to:

                             Accessor Funds, Inc.
                             Attn:  Shareholder Services
                             P. O. Box 1748
                             Seattle, WA 98111-1748

[graphic] By Fax.  Redemption  requests may be faxed to Accessor  Funds 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 (800) 759-3504.  To
prevent unauthorized transactions,  Accessor Funds 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 and signed by
all  shareholders of record.  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.  Shares may also 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 Funds. Each
Fund reserves the right to delay delivery of your redemption  proceeds for up to
seven days if the Fund  determines  that the redemption  amount will disrupt its
operation or  performance.  If you redeem more than  $250,000  worth of a Fund's
shares within any 90-day period,  the Fund reserves the right to pay part or all
of the  redemption  proceeds above  $250,000 in kind,  i.e., in Underlying  Fund
shares or other eligible securities, rather than cash. The Underlying Funds may,
in turn,  distribute  securities rather than cash under their respective in kind
redemption  policies.  If  payment  is made in  kind,  you may  incur  brokerage
commissions if you elect to sell the securities,  or market risk if you elect to
hold them.


[graphic]  Systematic  Withdrawal  Plan.  Shareholders may request an automatic,
monthly,   quarterly  or  annual  redemption  of  shares  under  the  Systematic
Withdrawal Plan (minimum monthly amount is $500). Applications for this plan may
be obtained from Accessor  Funds and must be received by Accessor Funds at least
ten  calendar  days  before  the first  scheduled  withdrawal  date.  Systematic
Withdrawals may be discontinued at any time by a shareholder or Accessor Funds.

[graphic]  Low Account  Balances.  Accessor  Funds may redeem any account with a
balance of less than $500 per Fund or less than $2,000 in  aggregate  across the
Funds. Shareholders will be notified in writing when they have a low balance and
will have 60 days to purchase  additional  shares to increase the balance to the
required  minimum.  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 SEC,  Accessor  Funds 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 Fund,  the Fund may pay a redemption in whole or in part by a
distribution in kind of securities from the Fund.
================================================================================
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.
================================================================================
<PAGE>
--------------------------------------------------------------------------------
                             REDEEMING FUNDS SHARES
--------------------------------------------------------------------------------
SIGNATURE  GUARANTEES
---------------------
A signature  guarantee  is designed  to protect the  shareholders  and the Funds
against  fraudulent  transactions  by  unauthorized  persons.  When a  signature
guarantee is required,  each  signature must be guaranteed by a domestic bank or
trust company,  credit union,  broker,  dealer,  national  securities  exchange,
registered securities  association,  clearing agency, or savings associations as
defined by federal law. The transfer  agent may reject a signature  guarantee if
the  guarantor  is not a  member  of or  participant  in a  signature  guarantee
program.  A notary public stamp or seal is not a signature  guarantee,  and will
not be accepted by the Fund.  Accessor  Capital at its  discretion  reserves the
right to require a signature guarantee on any transaction request.

The Fund requires a guaranteed signature for the following:

[graphic] Transfer of ownership to another individual or organization.
[graphic] Requests  that  redemption  proceeds  be  sent to a  different name or
          address than is registered on the account.
[graphic] Requests that fed-wire instructions be changed.
[graphic] Requests for name changes.
[graphic] Adding or removing a shareholder on an account.
[graphic] Establishing or changing certain services after the account is open.
--------------------------------------------------------------------------------
                        DIVIDENDS AND OTHER DISTRIBUTIONS
--------------------------------------------------------------------------------

[graphic] Dividends.  Each Fund intends to annually distribute substantially all
of its net investment income,  which will include dividends it receives from the
Underlying  Funds in which it invests,  as  dividends to its  shareholders.  The
Board of Directors presently intends to declare dividends  quarterly,  in March,
June, September and December.

[graphic] Other  Distributions.  The Board of Directors intends to distribute to
each  Fund's  shareholders  substantially  all of its  net  realized  long-  and
short-term capital gains annually,  generally in late December, these gains will
consist almost entirely of (1) any distributions to it from the net capital gain
realized  by the  Underlying  Funds  in which it  invests  and (2) net  gains it
realizes on its disposition of Underlying Fund shares  (generally  occasioned by
its  reallocating  its assets under the Underlying  Funds or by the need to make
distributions  and/or  payments of  redemption  proceeds in excess of  available
cash).  A Fund may need to make  additional  distributions  at year-end to avoid
federal income or excise taxes.

[graphic]  Automatic  Reinvestment  of Dividends  and other  Distributions.  All
dividends  and other  distributions  on Advisor  Class  Shares of a Fund will be
automatically  reinvested  in  additional  Advisor  Class Shares of that Fund at
their NAV unless a shareholder elects to receive them in cash. Shareholders that
elect to receive  their  dividends  in cash and  request  checks will be charged
$10.00.  Shareholders may alternatively  choose to invest dividends and/or other
distributions in Advisor Class Shares of any other Fund.

--------------------------------------------------------------------------------
                             VALUATION OF SECURITIES
--------------------------------------------------------------------------------

Each Fund's assets consist  primarily of shares of the Underlying  Funds,  which
are valued at their  respective NAVs. The Underlying Funds generally value their
securities using market quotations. However, short-term debt securities maturing
in less than 60 days are valued using  amortized  cost, 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 an  Underlying  Fund that  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  Underlying  Fund's  Board of  Director's  believes  accurately
reflects fair value.

<PAGE>
--------------------------------------------------------------------------------
                             FEDERAL INCOME TAXATION
--------------------------------------------------------------------------------

Each Fund  intends to elect to be, and to qualify for  treatment  as a regulated
investment  company under  Subchapter M of the Internal Revenue Code of 1986. In
any  year in  which a Fund  qualifies  as a  regulated  investment  company  and
distributes  substantially  all of its investment  company taxable income (which
includes,  among  other  items,  net  investment  income  and the  excess of net
short-term  capital gain over net  long-term  capital  loss) and its net capital
gain (the  excess of net  long-term  capital  gain over net  short-term  capital
loss),  the Fund will not be  subject  to  federal  income  tax to the extent it
distributes that income and gain to its shareholders in a timely manner.

Dividends and other distributions that shareholders receive from a Fund, whether
received in cash or reinvested in additional  shares of the Fund, are subject to
federal  income tax and may also be  subject to state and local tax.  Generally,
dividends from a Fund's  investment  company taxable income  (consisting  almost
entirely of income  dividends from the Underlying Funds in which it invests) and
distributions  of its net  short-term  capital  gain,  if any,  are  taxable  as
ordinary income,  while distributions of its net capital gain (consisting of the
gain   described   above  under   "Dividends   and  Other   Distributions--Other
Distributions")  are taxable as long-term capital gain (generally,  at a maximum
rate of 20% for non-corporate shareholders). The rate of tax to a shareholder on
distributions from a Fund of capital gain depends on the length of time the Fund
held  the  securities  that  generated  the  gain,  not the  length  of time the
shareholder owned his or her shares.

Dividends and other distributions  declared by a Fund in October,  November,  or
December of any year generally are taxable to shareholders as though received on
December  31 of that year even if paid to them  during  the  following  January.
Accordingly,  those  distributions will be taxed to shareholders for the year in
which that December 31 falls.

A redemption  of a Fund's shares or an exchange of a Fund's shares for shares of
another Fund or any other  Accessor Fund will be treated as a sale of the Fund's
shares, and any gain on the transaction will be subject to federal income tax.

After  the  conclusion  of  each  calendar  year,   shareholders   will  receive
information  regarding the taxability of dividends and other  distributions paid
by the Funds  during that year.  The Funds are required to withhold and remit to
the  U.S.  Treasury  31% of  all  dividends,  capital  gain  distributions,  and
redemption  proceeds  payable to  individuals  and certain  other  non-corporate
shareholders   who  have  not  provided   the  Fund  with  a  correct   taxpayer
identification number.  Withholding at that rate also is required from dividends
and capital gain  distributions  payable to those shareholders who otherwise are
subject to backup withholding.

The foregoing is only a brief summary of certain federal income tax consequences
of investing in the Funds.  Please see the Statement of  Additional  Information
for a further discussion.  Shareholders should consult a tax adviser for further
information  regarding  the federal,  state,  and local tax  consequences  of an
investment in Advisor Class Shares.

--------------------------------------------------------------------------------
                           DEFENSIVE DISTRIBUTION PLAN
--------------------------------------------------------------------------------

The Funds have adopted a Defensive  Distribution  and Service  Plan  pursuant to
Rule  12b-1  under  the  Investment  Company  Act of 1940 that  recognizes  that
Accessor Capital may use its management or  administrative  fees, in addition to
its past  profits  or its  other  resources,  to pay for  expenses  incurred  in
connection with providing services intended to result in the sale of Fund shares
and/or  shareholder  support  services.  Accessor  Capital  may pay  significant
amounts   to   intermediaries,   such  as   banks,   broker-dealers   and  other
service-providers,  that provide  those  services.  The Board of  Directors  has
currently authorized such payments for the Funds.
--------------------------------------------------------------------------------
                              FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

The  Funds  are  recently  created  mutual  funds  and  consequently,  Financial
Highlights for the Funds are not currently available.
<PAGE>

[Back Cover]
Statement  of  Additional  Information  -  Accessor  Allocation  Funds  of Funds
("SAI").  The SAI contains more detailed information about the Funds. The SAI is
incorporated by reference into this  Prospectus,  making it legally part of this
Prospectus.

Contact  Accessor  Capital at  1-800-759-3504  for  shareholder  inquiries or to
receive a free copy of the Fund's SAI or visit  Accessor  Capital's  web site at
www.accessor.com.

Free copies of Accessor Funds'  Shareholder  Reports,  SAI and other information
are available from your financial intermediary or from

         ACCESSOR CAPITAL MANAGEMENT LP
         1420 Fifth Avenue, # 3600
         Seattle, Washington 98101
         (800) 759-3504
         (206) 224-7420
          web site: www.accessor.com

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.

         SECURITIES AND EXCHANGE COMMISSION
         Washington, DC 20549-6009

         Public Reference Section:  (202) 942-8090
         (for inquiries regarding hours of
         operation only)

          e-mail:  [email protected]
          web site:  www.sec.gov


Accessor(R) is a registered trademark of Accessor Capital Management LP.

SEC file number: 811-06337.
<PAGE>

--------------------------------------------------------------------------------
INVESTOR CLASS SHARES     ACCESSOR(R)FUNDS, INC. Prospectus    December 22, 2000
--------------------------------------------------------------------------------

                           Accessor ALLOCATION Funds


                           Accessor Income Allocation
                      Accessor Income and Growth Allocation
                          Accessor Balanced Allocation
                      Accessor Growth and Income Allocation
                           Accessor Growth Allocation
                      Accessor Aggressive Growth Allocation

                                   [GRAPHIC]
                          [Horseshoe]      [Key]
                          [Umbrella]       [Piggybank]
--------------------------------------------------------------------------------
                                                                          [LOGO]
--------------------------------------------------------------------------------
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>
                               THE ACCESSOR FUNDS

[graphic] A family of 15 mutual funds, each with two classes of shares, offering
a variety of fixed income,  equity and balanced  mutual funds.  For  information
about the other  Accessor  Funds,  please  request  the current  Accessor  Funds
Prospectuses.

[graphic]  Designed to help investors  realize the benefits of ASSET  ALLOCATION
and DIVERSIFICATION.

[graphic] Managed and administered by Accessor Capital  Management LP ("Accessor
Capital").


This  prospectus  describes  the  six  Accessor  Allocation  Funds.  Each of the
Accessor  Allocation  Funds is a fund of funds. A fund of funds is a mutual fund
that  invests  its  assets  in  other  mutual  funds.  This  gives  you  several
advantages, such as:

[graphic] Active asset allocation and periodic rebalancing.
[graphic] Immediate diversification across different types of investments.
[graphic] The benefit of a professional money manager.
[graphic] For  most  small   investors,  a  cost  advantage  over  investing  in
          individual stocks.

[graphic] For  some  investors, tax advantages over trying  to  rebalance  using
          individual mutual funds.
================================================================================

DIVERSIFICATION  is the  spreading of risk among a group of  investment  assets.
Within a portfolio of investments,  it means reducing the risk of any individual
security  by  holding  securities  from a  variety  of  companies.  In a broader
context,  diversification  means  investing among a variety of security types to
reduce the importance of any one type or class of security.


ASSET ALLOCATION is a logical extension of the principle of diversification.  It
is a method of mixing  different types of investments  (for example,  equity and
fixed-income securities) in an effort to enhance returns and reduce risks.


DIVERSIFICATION  AND ASSET  ALLOCATION  DO NOT,  HOWEVER,  GUARANTEE  INVESTMENT
RESULTS.

The theory of diversification holds that investors can reduce their overall risk
by spreading  assets  among a variety of  investments.  Each type of  investment
follows a cycle of its own and  responds  differently  to changes in the economy
and the  marketplace.  A decline in one investment can be balanced by returns in
other investments that are stable or rising.  Therefore,  a major benefit of the
Accessor Allocation Funds is the potential for attractive long-term returns with
reduced volatility.

If you are a periodic  investor,  you can face the  dilemma of trying to buy the
right mix of mutual funds for a relatively  small dollar  amount each month.  By
investing  in  one of the  Accessor  Allocation  Funds,  you  get a  diversified
portfolio,  assembled by a professional money manager, that allows you access to
more funds  than you might be able to afford on your own.  Each fund can be used
in both taxable and tax-deferred accounts.

Before choosing your investment  option,  consider your investment  goals,  your
time horizon for  achieving  them,  and your  tolerance  for risk.  The Accessor
Allocation  Fund  or  Funds  you  select  should  not  represent  your  complete
investment program or be used for short-term trading purposes.

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

<PAGE>


                                TABLE OF CONTENTS

THE FUNDS


FUND SUMMARIES.................................................................1
PERFORMANCE....................................................................3
EXPENSES.......................................................................4
OBJECTIVES AND STRATEGIES......................................................6
DESCRIPTION OF UNDERLYING FUNDS...............................................10
PRINCIPAL RISKS OF INVESTING IN THE FUNDS.....................................12
PRINCIPAL RISKS OF UNDERLYING FUNDS...........................................13
MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE................................16

SHAREHOLDER INFORMATION

PURCHASING FUND SHARES........................................................17
WHERE TO PURCHASE.............................................................17
EXCHANGING FUND SHARES........................................................19
REDEEMING FUNDS SHARES........................................................20
SIGNATURE GUARANTEES..........................................................21
DIVIDENDS AND OTHER DISTRIBUTIONS.............................................21
VALUATION OF SECURITIES.......................................................22
FEDERAL INCOME TAXATION.......................................................22
DEFENSIVE DISTRIBUTION PLAN...................................................23
FINANCIAL HIGHLIGHTS..........................................................23





<PAGE>
--------------------------------------------------------------------------------
                                 FUND SUMMARIES
--------------------------------------------------------------------------------

Each of the Accessor  Allocation Funds (referred to in this prospectus as "Fund"
or "Funds") is a "fund of funds" and shares the same investment  approach.  Each
Fund seeks to maintain a mix of asset classes within an established  range,  and
each invests in a  combination  of the Advisor  Class  Shares of other  Accessor
Funds  (referred  to in  this  prospectus  as  the  "Underlying  Funds"),  which
represent  specific  market  segments.  The Funds are designed to help investors
realize the benefits of asset allocation and diversification.  Each Fund pursues
a different  investment  goal by  investing  in  different  combinations  of the
Underlying  Funds.  You may  choose to invest in any of the Funds  based on your
investment  goals,  investment  time  horizons,  personal risk  tolerances,  and
financial circumstances. Each Fund's performance will reflect the performance of
different  asset  classes  or  different  segments  within  an asset  class.  By
investing  in a  combination  of mutual  funds,  the Funds can offer  additional
diversification within a single investment.

--------------------------------------------------------------------------------
WHAT IS EACH FUND'S OBJECTIVES?

The  investment  objective  of each Fund is not  fundamental  and may be changed
without shareholder approval by the Board of Directors of the Fund.

[graphic]  ACCESSOR  INCOME  ALLOCATION  FUND seeks high current income and some
stability of principal.

[graphic]  ACCESSOR INCOME AND GROWTH  ALLOCATION FUND seeks high current income
and some potential capital appreciation.

[graphic]  ACCESSOR  BALANCED  ALLOCATION FUND seeks moderate current income and
some potential capital appreciation.

[graphic]  ACCESSOR GROWTH AND INCOME  ALLOCATION FUND seeks moderate  potential
capital appreciation and some current income.

[graphic]   ACCESSOR  GROWTH   ALLOCATION  FUND  seeks  high  potential  capital
appreciation and some current income.

[graphic]  ACCESSOR  AGGRESSIVE  GROWTH  ALLOCATION  FUND seeks  high  potential
capital appreciation.

--------------------------------------------------------------------------------
WHAT IS EACH FUND'S PRINCIPAL INVESTMENT STRATEGY?

Each Fund  invests  substantially  all of its  assets  in a select  group of the
Underlying Funds.


Each Fund seeks to maintain broad  exposure to several  markets in an attempt to
reduce  the  impact of  markets  that are  declining  and to  benefit  from good
performance  in  particular  market  segments  that  are  rising.  The  level of
diversification  the Funds obtain from being  invested in a number of Underlying
Funds reduces the risk  associated  with an  investment  in a single  Underlying
Fund. This risk is further reduced  because each Underlying  Fund's  investments
are also  spread  over a range of  issuers,  industries  and, in the case of the
international Underlying Fund, countries.

The  ACCESSOR  INCOME  ALLOCATION  FUND  can  invest  in a  combination  of  the
Underlying Funds,  including the four fixed-income  Underlying Funds: High Yield
Bond Fund, Intermediate Fixed-Income Fund, Short-Intermediate  Fixed-Income Fund
and  Mortgage  Securities  Fund  and the  money  market  Underlying  Fund:  U.S.
Government Money Fund. This Fund uses a conservative asset allocation strategy -
the Fund maintains a current asset  allocation  target of  approximately  85% in
fixed-income Underlying  Funds and 15% in the money market Underlying  Fund.

The ACCESSOR  INCOME AND GROWTH  ALLOCATION  FUND can invest in a combination of
the four equity Underlying Funds: Growth Fund, Value Fund, Small to Mid Cap Fund
and  International  Equity Fund, the four  fixed-income  Underlying  Funds: High
Yield Bond Fund, Intermediate Fixed-Income Fund, Short-Intermediate Fixed-Income
Fund and Mortgage  Securities  Fund and the money market  Underlying  Fund: U.S.
Government Money Fund. This Fund uses a conservative asset allocation strategy -
the Fund maintains a current asset  allocation  target of  approximately  30% in
equity Underlying  Funds,  60% in  fixed-income Underlying  Funds and 10% in the
money market Underlying Fund.
<PAGE>
--------------------------------------------------------------------------------
                                 FUND SUMMARIES
--------------------------------------------------------------------------------
The ACCESSOR  BALANCED  ALLOCATION  FUND can invest in a combination of the four
equity  Underlying  Funds:  Growth Fund,  Value Fund,  Small to Mid Cap Fund and
International  Equity Fund, the four  fixed-income  Underlying Funds: High Yield
Bond Fund, Intermediate Fixed-Income Fund, Short-Intermediate  Fixed-Income Fund
and  Mortgage  Securities  Fund  and the  money  market  Underlying  Fund:  U.S.
Government Money Fund. This Fund uses a moderate asset allocation strategy - the
Fund  maintains  a  current  asset  allocation  target of  approximately  50% in
equity  Underlying  Funds,  36% in fixed-income  Underlying  Funds and 4% in the
money market Underlying Fund.

The ACCESSOR  GROWTH AND INCOME  ALLOCATION  FUND can invest in a combination of
the four equity Underlying Funds: Growth Fund, Value Fund, Small to Mid Cap Fund
and  International  Equity Fund, the four  fixed-income  Underlying  Funds: High
Yield Bond Fund, Intermediate Fixed-Income Fund, Short-Intermediate Fixed-Income
Fund and Mortgage  Securities  Fund and the money market  Underlying  Fund: U.S.
Government Money Fund. This Fund uses a moderate asset allocation strategy - the
Fund  maintains  a  current  asset  allocation  target of  approximately  60% in
equity  Underlying  Funds,  36% in fixed-income  Underlying  Funds and 4% in the
money market Underlying Fund.

The ACCESSOR  GROWTH  ALLOCATION  FUND can invest in a  combination  of the four
equity  Underlying  Funds:  Growth Fund,  Value Fund,  Small to Mid Cap Fund and
International  Equity Fund, the four  fixed-income  Underlying Funds: High Yield
Bond Fund, Intermediate Fixed-Income Fund, Short-Intermediate  Fixed-Income Fund
and  Mortgage  Securities  Fund  and the  money  market  Underlying  Fund:  U.S.
Government Money Fund. This Fund uses an aggressive asset allocation  strategy -
the Fund maintains a current asset  allocation  target of  approximately  80% in
equity Underlying Funds and 20% in fixed-income Underlying Funds.

The ACCESSOR  AGGRESSIVE  GROWTH  ALLOCATION FUND can invest in a combination of
the Underlying Funds,  including the four equity Underlying Funds:  Growth Fund,
Value Fund,  Small to Mid Cap Fund and  International  Equity Fund and the money
market  Underlying  Fund:  U.S.  Government  Money  Fund.  This Fund uses a very
aggressive  asset  allocation  strategy  - the Fund  maintains  a current  asset
allocation target of approximately 100% in equity Underlying Funds.


Each Fund seeks to obtain the  greatest  return for the level of risk assumed by
that Fund. Each Fund's investment strategy emphasizes asset allocation.

--------------------------------------------------------------------------------
WHAT ARE THE PRINCIPAL INVESTMENT RISKS OF INVESTING IN THE FUNDS?


LOSS OF MONEY IS A RISK OF INVESTING IN EACH FUND.  AN  INVESTMENT  IN A FUND IS
NOT A  DEPOSIT  OF ANY BANK AND IS NOT  INSURED  OR  GUARANTEED  BY THE  FEDERAL
DEPOSIT INSURANCE  CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. While the Funds
offer a greater level of diversification  than most other types of mutual funds,
a single Fund may not provide a complete investment program for an investor.

The following  summarizes important risks that apply to the Funds and may result
in a loss of your investment. There can be no assurance that a Fund will achieve
its investment objective.


[graphic]  ALLOCATION RISK Each Fund's investment  performance  depends upon how
its assets are allocated and reallocated  among particular  Underlying  Funds. A
principal  risk of investing  in a Fund is that the  allocation  techniques  and
decisions will not produce the desired  results,  and a Fund may not achieve its
investment objective.

[graphic] UNDERLYING FUNDS RISK The investments of each Fund are concentrated in
the Underlying Funds, and each Fund's investment performance is directly related
to the investment performance of the Underlying Funds held by it. A Fund's share
prices will  fluctuate as the prices of the  Underlying  Funds rise or fall with
changing market  conditions.  Because the Funds invest in the Underlying  Funds,
the  Funds'  shareholders  will  be  affected  by the  investment  policies  and
principal  risks of the Underlying  Funds in direct  proportion to the amount of
assets  the  Funds  allocate  to those  Underlying  Funds.  Because  the  Fund's
allocation  among the Underlying Funds will vary, your investment may be subject
to any and all of these risks at different times and to different degrees.
<PAGE>
--------------------------------------------------------------------------------
                                 FUND SUMMARIES
--------------------------------------------------------------------------------

The following table sets forth the principal risks of the Underlying  Funds that
could adversely effect the net asset value, yield and total return of a Fund:
<TABLE>
====================================================================================================================================
                            LEVEL OF PRINCIPAL RISK
------------------------------------------------------------------------------------------------------------------------------------
Risk                         Income           Income           Balanced         Growth            Growth            Aggressive
                                              and Growth                        and Income                          Growth
<S>                         <C>              <C>              <C>               <C>               <C>               <C>
Stock Market Volatility     [graphic] n/a    [graphic] low    [graphic] medium  [graphic] high    [graphic] high    [graphic] high
Bond Market Volatility      [graphic] medium [graphic] high   [graphic] high    [graphic] medium  [graphic] low     [graphic] n/a
Foreign Exposure            [graphic] n/a    [graphic] high   [graphic] high    [graphic] medium  [graphic] low     [graphic] n/a
Sector Risk                 [graphic] n/a    [graphic] low    [graphic] low     [graphic] medium  [graphic] medium  [graphic] medium
Company Risk                [graphic] low    [graphic] low    [graphic] low     [graphic] medium  [graphic] medium  [graphic] medium
Bond Issuer Risk            [graphic] medium [graphic] high   [graphic] high    [graphic] medium  [graphic] low     [graphic] n/a
Lower Rated Debt Securities [graphic] medium [graphic] medium [graphic] medium  [graphic] low     [graphic] low     [graphic] n/a
Inflation Risk              [graphic] high   [graphic] high   [graphic] medium  [graphic] medium  [graphic] low     [graphic] low
Prepayment Risk             [graphic] high   [graphic] high   [graphic] medium  [graphic] medium  [graphic] low     [graphic] n/a

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

Level of Principal Risk Key:      [graphic] /a           [graphic] Low         [graphic] Medium       [graphic] High

---------------------------------------------------------------------------------------------------------------
</TABLE>


DEFINITIONS

Stock   Market   Volatility.   Stock   markets  are  volatile  and  can  decline
significantly in response to adverse issuer,  political,  regulatory,  market or
economic developments.

Bond Market  Volatility.  Individual  securities  are  expected to  fluctuate in
response to issuer, general economic and interest rate changes.

Foreign Exposure.  Foreign markets,  particularly  emerging markets, can be more
volatile  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.  Sector Risk.  Issuers within an industry or
economic sector or geographic region can react differently to issuer,  political
or economic developments than the market as a whole.

Company Risk. The value of an individual security or particular type of security
can be  more  volatile  than  the  stock  market  as a  whole  and  can  perform
differently than the value of the market as a whole.

Bond Issuer Risk.  Changes in the financial  condition of an issuer,  changes in
specific economic or political  conditions that affect a particular  issuer, and
changes in general  economic or political  conditions  can adversely  affect the
credit quality or value of an issuer's securities.
Lower Rated Debt Securities.  Lower rated debt securities,  commonly referred to
as "junk  bonds",  and  comparable  unrated  debt  securities  have  speculative
characteristics and are subject to greater risks than higher rated securities.

Inflation  Risk.  Over time, the real value of the your investment in a Fund may
be eroded by inflation.


Prepayment  Risk. The ability of an issuer of a debt security to repay principal
prior to a security's  maturity can cause greater  price  volatility if interest
rates change.

--------------------------------------------------------------------------------
Please see "Principal Risks of Underlying  Funds" for a description of these and
other risks associated with the Underlying Funds and an investment in a Fund.
<PAGE>
--------------------------------------------------------------------------------
                                 FUND SUMMARIES
--------------------------------------------------------------------------------

Each Fund's investment goals may be consistent with investors with the following
risk profiles and investment goals:

The ACCESSOR  INCOME  ALLOCATION FUND - designed to provide income for investors
with a low risk tolerance and a 1-3 year investment time horizon.

The ACCESSOR INCOME AND GROWTH  ALLOCATION FUND - designed to provide income and
some capital appreciation for investors with a low risk tolerance and a 3-5 year
investment time horizon.

The ACCESSOR  BALANCED  ALLOCATION  FUND - designed to provide a balanced mix of
current  income and  capital  appreciation  to  investors  with a moderate  risk
tolerance and a 5-10 year investment time horizon.

The ACCESSOR GROWTH AND INCOME  ALLOCATION FUND - designed to provide a balanced
mix of current  capital  appreciation  and current  income to  investors  with a
moderate risk tolerance and an investment time horizon of 5-10 years.

The ACCESSOR GROWTH  ALLOCATION FUND - designed to provide capital  appreciation
and  some  current  income  to  investors  with a  high  risk  tolerance  and an
investment time horizon of 10 years or more.

The ACCESSOR  AGGRESSIVE  GROWTH  ALLOCATION  FUND - designed to provide capital
appreciation to investors with a very high risk tolerance and an investment time
horizon of 10 years or more.

--------------------------------------------------------------------------------
                                   PERFORMANCE
--------------------------------------------------------------------------------
The Funds are recently created mutual funds and consequently performance figures
for the Funds are not currently available.

--------------------------------------------------------------------------------
                                    EXPENSES
--------------------------------------------------------------------------------
The Funds are no load mutual funds.  There are no fees or charges to buy or sell
fund  shares,  reinvest  dividends,  or  exchange  into other  Funds or into the
Underlying  Funds.  You should keep in mind that  shareholders of each Fund bear
indirectly the expenses of the Underlying  Funds in which the Funds invest.  The
Funds  will  indirectly  bear  their  pro rata  share  of the fees and  expenses
(including  management  fees) incurred by the Underlying Funds that are borne by
all Underlying Fund  shareholders.  The investment  returns of each Fund,  then,
will be net of that  Fund's  share of the  expenses of the  Underlying  Funds in
which the Fund is invested.  THE FOLLOWING TABLE DESCRIBES THE FEES AND EXPENSES
THAT YOU MAY PAY IF YOU BUY AND HOLD INVESTOR CLASS SHARES OF A FUND.
<PAGE>
--------------------------------------------------------------------------------
                                    EXPENSES
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                      ACCESSOR ALLOCATION FUND
                                                 INCOME       INCOME       BALANCED
                                                                           AND GROWTH
<S>                                              <C>          <C>          <C>
Shareholder Fees(1)(2)
  (fees paid directly from your investment)
MAXIMUM SALES CHARGE IMPOSED
  ON PURCHASES (as a percent of offering price)  none         none         none
MAXIMUM SALES CHARGE IMPOSED
  ON REINVESTED DIVIDENDS                        none         none         none
MAXIMUM DEFERRED SALES CHARGE                    none         none         none
REDEMPTION FEE(3)                                none         none         none
Annual Fund Operating Expenses
  (expenses deducted from Fund assets)
MANAGEMENT FEES                                  0.10%        0.10%        0.10%
DISTRIBUTION AND SERVICE (12b-1) FEE             0.25         0.25         0.25
    OTHER EXPENSES(4)                            0.00         0.00         0.00
    ADMINISTRATIVE SERVICE FEES (5)              0.25         0.25         0.25
TOTAL OTHER EXPENSES                             0.25         0.25         0.25
TOTAL ANNUAL FUND OPERATING
  EXPENSES                                       0.60%        0.60%        0.60%
-----------------------------------------------------------------------------------
                                                      ACCESSOR ALLOCATION FUND
                                                 GROWTH       GROWTH     AGGRESSIVE
                                                 AND INCOME              GROWTH
Shareholder Fees(1)(2)
  (fees paid directly from your investment)
MAXIMUM SALES CHARGE IMPOSED                     none         none       none
  ON PURCHASES (as a percent of offering price)
MAXIMUM SALES CHARGE IMPOSED
  ON REINVESTED DIVIDENDS                        none         none       none
MAXIMUM DEFERRED SALES CHARGE                    none         none       none
REDEMPTION FEE(3)                                none         none       none
Annual Fund Operating Expenses
  (expenses deducted from Fund assets)
MANAGEMENT FEES                                  0.10%        0.10%      0.10%
DISTRIBUTION AND SERVICE (12b-1) FEE             0.25         0.25         0.25
    OTHER EXPENSES(4)                            0.00         0.00         0.00
    ADMINISTRATIVE SERVICE FEES (5)              0.25         0.25         0.25
TOTAL OTHER EXPENSES                             0.25         0.25         0.25
TOTAL ANNUAL FUND OPERATING
  EXPENSES                                       0.60%        0.60%        0.60%
------------

<FN>
(1) Shares of the Funds are  expected  to be sold  primarily  through  financial
intermediaries  that may charge  shareholders a fee. These fees are not included
in the tables.

(2) An annual  maintenance fee of $25.00 may be charged by Accessor Capital,  as
the Transfer Agent to each IRA with an aggregate balance of less than $10,000 on
December 31 of each year.

(3) The  Transfer  Agent may  charge a  processing  fee of $10.00 for each check
redemption request.

(4) The Funds have  applied to the  Securities  and Exchange  Commission  for an
exemptive  order  allowing  the  Funds  to  enter  into an  agreement  with  the
Underlying Funds under which the Underlying Funds will bear certain of the Funds
"Other  Expenses."  Consequently,  the Funds do not  expect  to bear any  "Other
Expenses".  Investors in the Funds indirectly bear such "Other Expenses" through
the Funds' investment in the Underlying Funds.

(5)  Pursuant  to an  Administrative  Services  Plan,  Accessor  Funds  may  pay
financial  intermediaries who have entered into arrangements with Accessor Funds
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 Funds.
</FN>

</TABLE>

<PAGE>
--------------------------------------------------------------------------------
                                    EXPENSES
--------------------------------------------------------------------------------

The  following  table  provides a range of estimated  average  weighted  expense
ratios for  Investor Class  Shares of each Fund,  which  includes  the  indirect
expenses of the  Underlying  Funds.  A range is given instead of a single number
because the pro-rata share of expenses  fluctuates along with the changes in the
average assets in each of the Underlying Funds.

--------------------------------------------------------------------------------
Accessor Allocation Fund
--------------------------------------------------------------------------------
Income Allocation                                    1.24% - 1.34%
Income and Growth Allocation                         1.35% - 1.45%
Balanced Allocation                                  1.43% - 1.53%
Growth and Income Allocation                         1.46% - 1.56%
Growth Allocation                                    1.52% - 1.62%
Aggressive Growth Allocation                         1.58% - 1.68%
--------------------------------------------------------------------------------
EXPENSE EXAMPLE
---------------
The Example  shows what an investor in Investor Class Shares of a Fund could pay
over time.  The Example is intended to help you compare the cost of investing in
the Funds with the cost of investing in other mutual funds.  The Example assumes
that you invest $10,000 in a Fund 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
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower,  the  following  table uses the  midpoints  of the ranges shown
above. Based on these assumptions your costs would be:
--------------------------------------------------------------------------------
ACCESSOR ALLOCATION FUND                ONE YEAR      THREE YEARS
--------------------------------------------------------------------------------

Income Allocation                         $132           $410
Income and Growth Allocation              $142           $442
Balanced Allocation                       $150           $467
Growth and Income Allocation              $154           $478
Growth Allocation                         $159           $495
Aggressive Growth Allocation              $166           $514

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


<PAGE>
--------------------------------------------------------------------------------
                            OBJECTIVES AND STRATEGIES
--------------------------------------------------------------------------------
ASSET ALLOCATION

The investment  strategy of the Funds focuses on asset  allocation  (varying the
concentration of asset classes in the Funds). Accessor Capital manages the asset
class risk to which the Funds are exposed by varying the concentration of assets
classes in the Funds.  The table below reflects the current target and potential
ranges of investments in various asset classes.
--------------------------------------------------------------------------------
Asset Class                     Income         Income and      Balanced
                                               Growth
--------------------------------------------------------------------------------

Equity Funds        Target      0%             30%             50%
                    Range       0%-5%          20%-40%         40%-60%


Fixed-Income        Target      85%            60%             46%
Funds               Range       70%-100%       40%-80%         30%-60%

Money Market        Target      15%            10%             4%
Fund                Range       0%-30%         0%-20%          0%-10%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Asset Class                     Growth and    Growth           Aggressive
                                Income                         Growth
--------------------------------------------------------------------------------

Equity Funds        Target      60%           80%              100%
                    Range       50%-70%       70%-90%          85%-100%


Fixed-Income        Target      36%           20%              0%
Funds               Range       20%-50%       5%-30%           0%-10%

Money Market        Target      4%            0%               0%
Fund                Range       0%-10%        0%-5%            0%-5%
--------------------------------------------------------------------------------

Accessor  Capital  decides  how  much of  each  Fund's  assets  to  allocate  to
Underlying  Fund  investments  within the ranges  set forth  below  based on its
outlook for, and on the relative  valuations  of, the  Underlying  Funds and the
various markets in which they invest. Each Fund may sell the Underlying Funds or
other  securities  for a variety  of  reasons,  such as to secure  gains,  limit
losses, or redeploy assets into more promising  opportunities.  The Funds expect
to be fully invested in the underlying  Accessor  mutual funds at all times.  To
provide  liquidity  as well as to  assist in  achieving  the  Fund's  investment
objective,  each Fund may invest in the underlying U.S.  Government  Money Fund.
Each  Fund may  invest  in  shares  of the same  Underlying  Fund;  however  the
percentage of each Fund's assets so invested will vary depending upon the fund's
investment objective.  Based on its asset allocation analysis,  Accessor Capital
determines the mix of Underlying Funds appropriate for each Fund.

================================================================================
TARGET  ALLOCATION:  Target allocation  represents the Funds' current target for
investments  in the  Underlying  Funds.  You should note that the Funds'  actual
allocations  may differ  from the target  due to market  fluctuations  and other
factors  and that  Accessor  Capital  has the  discretion  to change each Fund's
target allocation.
================================================================================

<PAGE>
--------------------------------------------------------------------------------
                           OBJECTIVES AND STRATEGIES
--------------------------------------------------------------------------------
Accessor Income Allocation Fund
-------------------------------

INVESTMENT  OBJECTIVE The Income  Allocation  Fund seeks high current income and
some stability of principal.

INVESTMENT  STRATEGY  The Fund can  invest in a  combination  of the  Underlying
Funds,  including the four  fixed-income  funds and one money market fund.  This
Fund uses a conservative  asset allocation  strategy  designed to provide income
for investors with a low risk tolerance and a 1-3 year investment time horizon.


                                      Asset Allocation           PIE CHART OF
Underlying Fund**                  Target*  Potential Range   TARGET* ALLOCATION
                                                                   Data Points
Growth                              0%          0-5%                   0%
Value                               0%          0-5%                   0%
Small to Mid Cap                    0%          0-5%                   0%
International Equity                0%          0-5%                   0%
High Yield Bond                    15%         5-20%                  15%
Intermediate Fixed-Income          15%        10-25%                  15%
Short-Intermediate Fixed-Income    30%        20-35%                  30%
Mortgage Securities                10%         5-30%                  10%
U.S. Government Money***           30%        15-35%                  30%

--------------------------------------------------------------------------------
Accessor Income and Growth Allocation Fund
------------------------------------------

INVESTMENT  OBJECTIVE The Income and Growth  Allocation  Fund seeks high current
income and some potential capital appreciation.

INVESTMENT  STRATEGY The Fund can invest in a combination  of four equity funds,
four fixed-income funds and one money market fund. This Fund uses a conservative
asset  allocation   strategy   designed  to  provide  income  and  some  capital
appreciation  for investors with a low risk tolerance and a 3-5 year  investment
time horizon.

                                      Asset Allocation           PIE CHART OF
Underlying Fund**                  Target*  Potential Range   TARGET* ALLOCATION
                                                                  Data Points
Growth                               9%        4-14%                   9%
Value                                9%        4-14%                   9%
Small to Mid Cap                     7%        2-12%                   7%
International Equity                 5%        0-10%                   5%
High Yield Bond                     15%       10-20%                  15%
Intermediate Fixed-Income           10%        5-20%                  10%
Short-Intermediate Fixed-Income     25%       15-30%                  25%
Mortgage Securities                  5%        0-15%                   5%
U.S. Government Money***            15%        5-20%                  15%

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

*Target allocation  represents the Funds' current target for
investments  in the  Underlying  Funds.  You should note that the Funds'  actual
allocations  may differ  from the target  due to market  fluctuations  and other
factors  and that  Accessor  Capital  has the  discretion  to change each Fund's
target allocation.
**Invested in Advisor Class shares of the Underlying Fund only.

***Investments  in the U.S.  Government Money Fund are not insured or guaranteed
by the Federal  Deposit  Insurance  Corporation  (FDIC) or any other  government
agency.  The U.S.  Government Money Fund's goal is to preserve the value of your
investment  at  $1.00  per  share.  However,  it is  possible  to lose  money by
investing in this Fund.
<TABLE>
====================================================================================================================================
<CAPTION>

KEY TO PIE CHART:
<S>               <C>                         <C>                        <C>                            <C>
[graphic] Growth  [graphic] Small to Mid Cap  [graphic] High Yield Bond  [graphic] Short-Intermediate  [graphic] U.S. Government
                                                                                   Fixed-Income                  Money
[graphic] Value   [graphic] International     [graphic] Intermediate     [graphic] Mortgage
                            Equity                      Fixed-Income               Securites

====================================================================================================================================
</TABLE>
<PAGE>
--------------------------------------------------------------------------------
                           OBJECTIVES AND STRATEGIES
--------------------------------------------------------------------------------
Accessor Balanced Allocation Fund
---------------------------------

INVESTMENT  OBJECTIVE The Balanced Allocation Fund seeks moderate current income
and some potential capital appreciation.

INVESTMENT  STRATEGY The Fund can invest in a combination  of four equity funds,
four  fixed-income  funds and one money market  fund.  This Fund uses a moderate
asset allocation  strategy  designed to provide a balanced mix of current income
and capital  appreciation to investors with a moderate risk tolerance and a 5-10
year investment time horizon.

                                      Asset Allocation           PIE CHART OF
Underlying Fund**                  Target*  Potential Range   TARGET* ALLOCATION
                                                                  Data Points
Growth                              15%        10-20%                15%
Value                               15%        10-20%                15%
Small to Mid Cap                    10%         5-15%                10%
International Equity                10%         5-15%                10%
High Yield Bond                     15%         5-20%                15%
Intermediate Fixed-Income            6%         3-20%                 6%
Short-Intermediate Fixed-Income     15%         5-20%                15%
Mortgage Securities                  5%         0-20%                 5%
U.S. Government Money***             9%         0-10%                 9%

--------------------------------------------------------------------------------
Accessor Growth and Income Allocation Fund
------------------------------------------

INVESTMENT  OBJECTIVE  The  Growth  and Income  Allocation  Fund seeks  moderate
potential capital appreciation and some current income.

INVESTMENT STRATEGY The Accessor Growth and Income Allocation Fund can invest in
a combination of four equity funds, four fixed-income funds and one money market
fund. This Fund uses a moderate asset allocation  strategy designed to provide a
balanced mix of current  capital  appreciation  and current  income to investors
with a moderate risk tolerance and an investment time horizon of 5-10 years.

                                      Asset Allocation           PIE CHART OF
Underlying Fund**                  Target*  Potential Range   TARGET* ALLOCATION
                                                                  Data Points
Growth                              17%      12-22%                  17%
Value                               17%      12-22%                  17%
Small to Mid Cap                    11%       6-16%                  11%
International Equity                15%      10-20%                  15%
High Yield Bond                     16%       5-20%                  16%
Intermediate Fixed-Income            5%       0-20%                   5%
Short-Intermediate Fixed-Income     15%       5-20%                  15%
Mortgage Securities                  0%       0-15%                   0%
U.S. Government Money***             4%       0-10%                   4%

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

*Target allocation  represents the Funds' current target for
investments  in the  Underlying  Funds.  You should note that the Funds'  actual
allocations  may differ  from the target  due to market  fluctuations  and other
factors  and that  Accessor  Capital  has the  discretion  to change each Fund's
target allocation.
**Invested in Advisor Class shares of the Underlying Fund only.

***Investments  in the U.S.  Government Money Fund are not insured or guaranteed
by the Federal  Deposit  Insurance  Corporation  (FDIC) or any other  government
agency.  The U.S.  Government Money Fund's goal is to preserve the value of your
investment  at  $1.00  per  share.  However,  it is  possible  to lose  money by
investing in this Fund.
<TABLE>
====================================================================================================================================
<CAPTION>

KEY TO PIE CHART:
<S>               <C>                         <C>                        <C>                            <C>
[graphic] Growth  [graphic] Small to Mid Cap  [graphic] High Yield Bond  [graphic] Short-Intermediate  [graphic] U.S. Government
                                                                                   Fixed-Income                  Money
[graphic] Value   [graphic] International     [graphic] Intermediate     [graphic] Mortgage
                            Equity                      Fixed-Income               Securites

====================================================================================================================================
</TABLE>
<PAGE>
--------------------------------------------------------------------------------
                           OBJECTIVES AND STRATEGIES
--------------------------------------------------------------------------------
Accessor Growth Allocation Fund
-------------------------------

INVESTMENT  OBJECTIVE The Growth  Allocation  Fund seeks high potential  capital
appreciation and some current income.

INVESTMENT  STRATEGY The Fund can invest in a combination  of four equity funds,
four fixed-income  funds and one money market fund. This Fund uses an aggressive
asset allocation strategy designed to provide capital  appreciation to investors
with a high risk tolerance and an investment time horizon of 10 years or more.

                                      Asset Allocation           PIE CHART OF
Underlying Fund**                  Target*  Potential Range   TARGET* ALLOCATION
                                                                  Data Points
Growth                               23%        19-30%                23%
Value                                23%        19-30%                23%
Small to Mid Cap                     14%         7-20%                14%
International Equity                 20%        15-25%                20%
High Yield Bond                      12%         5-15%                12%
Intermediate Fixed-Income             8%         0-15%                 8%
Short-Intermediate Fixed-Income       0%         0-15%                 0%
Mortgage Securities                   0%         0-15%                 0%
U.S. Government Money***              0%          0-5%                 0%

--------------------------------------------------------------------------------
Accessor Aggressive Growth Allocation Fund
------------------------------------------

INVESTMENT  OBJECTIVE The Aggressive Growth Allocation Fund seeks high potential
capital appreciation.

INVESTMENT  STRATEGY  The Fund can  invest in a  combination  of the  Underlying
Funds, including the four equity funds and one money market fund. This Fund uses
a  very  aggressive  asset  allocation  strategy  designed  to  provide  capital
appreciation to investors with a very high risk tolerance and an investment time
horizon of 10 years or more.

                                      Asset Allocation           PIE CHART OF
Underlying Fund**                  Target*  Potential Range   TARGET* ALLOCATION
                                                                  Data Points
Growth                               29%        25-35%               29%
Value                                29%        25-35%               29%
Small to Mid Cap                     18%        10-25%               18%
International Equity                 24%        19-30%               24%
High Yield Bond                       0%          0-5%                0%
Intermediate Fixed-Income             0%          0-5%                0%
Short-Intermediate Fixed-Income       0%          0-5%                0%
Mortgage Securities                   0%          0-5%                0%
U.S. Government Money***              0%          0-5%                0%

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

*Target allocation  represents the Funds' current target for
investments  in the  Underlying  Funds.  You should note that the Funds'  actual
allocations  may differ  from the target  due to market  fluctuations  and other
factors  and that  Accessor  Capital  has the  discretion  to change each Fund's
target allocation.
**Invested in Advisor Class shares of the Underlying Fund only.

***Investments  in the U.S.  Government Money Fund are not insured or guaranteed
by the Federal  Deposit  Insurance  Corporation  (FDIC) or any other  government
agency.  The U.S.  Government Money Fund's goal is to preserve the value of your
investment  at  $1.00  per  share.  However,  it is  possible  to lose  money by
investing in this Fund.
<TABLE>
====================================================================================================================================
<CAPTION>

KEY TO PIE CHART:
<S>               <C>                         <C>                        <C>                            <C>
[graphic] Growth  [graphic] Small to Mid Cap  [graphic] High Yield Bond  [graphic] Short-Intermediate  [graphic] U.S. Government
                                                                                   Fixed-Income                  Money
[graphic] Value   [graphic] International     [graphic] Intermediate     [graphic] Mortgage
                            Equity                      Fixed-Income               Securites

====================================================================================================================================
</TABLE>
<PAGE>
--------------------------------------------------------------------------------
                           OBJECTIVES AND STRATEGIES
--------------------------------------------------------------------------------

The particular Underlying Funds in which each Fund may invest and the allocation
targets  and ranges in each  Underlying  Fund may be  changed  from time to time
without shareholder approval. In addition, each Fund's investment objectives and
all policies not  specifically  designated as fundamental in this  Prospectus or
the Statement of Additional  Information are  non-fundamental and may be changed
by the Board of Directors without shareholder  approval. If there is a change in
a Fund's investment objective or policies, you should consider whether that Fund
remains  and  appropriate  investment  in light of your then  current  financial
position  and needs.  Each Fund's  investment  objective,  investment  strategy,
current  target  allocations  in the  Underlying  Funds and potential  ranges of
allocations in the Underlying Funds are set forth in the previous tables.

--------------------------------------------------------------------------------
DESCRIPTION OF UNDERLYING FUNDS
------------------------------
The table below gives a brief description of the principal  investment  programs
of the Underlying Funds.  Additional  information about the investment practices
and policies of the Underlying Funds can be found in the Statement of Additional
Information. No offer is made in this Prospectus of any of the Underlying Funds.
================================================================================
UNDERLYING FUND                             INVESTMENT
                                             PROGRAM
--------------------------------------------------------------------------------

Growth              Seeks capital growth through  investing  primarily in equity
Fund                securities with greater than average growth  characteristics
                    selected  from the  Standard  & Poor's 500  Composite  Stock
                    Price Index ("S&P 500").

                    The Money Manager,  Chicago Equity Partners,  selects stocks
                    that  it  believes  will  outperform  peer  companies  while
                    maintaining  an overall  risk  level  similar to that of the
                    benchmark.
                    ------------------------------------------------------------
                    EQUITY SECURITIES  represent an ownership  interest,  or the
                    right  to  acquire  an  ownership  interest,  in an  issuer.
                    Different  types  of  equity  securities  provide  different
                    voting and the bankruptcy dividend of rights the and issuer.
                    priority  Equity in  securities  the include event common of
                    stocks,   preferred  stocks,   convertible   securities  and
                    warrants.

                    The S&P 500 INDEX 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.    Large
                    capitalization  value  stocks are the stocks  within the S&P
                    500 that generally are priced below the market average based
                    on earnings and lower than average price-to-book ratios.

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

 Value              Seeks  generation  of current  income and capital  growth by
 Fund               investing  primarily in  income-producing  equity securities
                    selected from the S&P 500.

                    The Money Manager,  Martingale  Asset  Management,  analyzes
                    fundamental   information  about  companies  such  as  their
                    assets,  earnings and growth to identify undervalued stocks,
                    focusing  primarily on stocks  issued by companies  with low
                    price to earnings  and/or price to book ratios and companies
                    with   improving   growth  of  earnings   and/or  growth  of
                    dividends.

                    On November  16,  2000,  the Board of  Directors of Accessor
                    Funds  approved  the  replacement  of  Martingale  as  money
                    manager of the Value Fund. The Board of Directors, including
                    continued  on next  page  all of the  Directors  who are not
                    "interested  persons"  of Accessor Funds,  have approved the

                                                          continued on next page
--------------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
                           OBJECTIVES AND STRATEGIES
================================================================================
UNDERLYING FUND                             INVESTMENT
                                             PROGRAM
--------------------------------------------------------------------------------
Value               appointment   of   Wellington    Management   Company,   LLP
Fund               ("Wellington  Management") as the money manager of the Value
(con't)             Fund, effective January 10, 2001. Wellington Management uses
                    a   disciplined    structured    investment   approach   and
                    quantitative  analytical  techniques  designed  to  identify
                    stocks with the highest  probability of outperforming  their
                    peers coupled with a portfolio construction process designed
                    to keep the overall portfolio risk  characteristics  similar
                    to that of the benchmark.

                    ------------------------------------------------------------
                    EQUITY SECURITIES  represent an ownership  interest,  or the
                    right  to  acquire  an  ownership  interest,  in an  issuer.
                    Different  types  of  equity  securities  provide  different
                    voting and the bankruptcy dividend of rights the and issuer.
                    priority  Equity in  securities  the include event common of
                    stocks,   preferred  stocks,   convertible   securities  and
                    warrants.

                    The S&P 500 INDEX 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.    Large
                    capitalization  value  stocks are the stocks  within the S&P
                    500 that generally are priced below the market average based
                    on earnings and lower than average price-to-book ratios.

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

Small to            Seeks capital growth through  investing  primarily in equity
Mid Cap             securities of small to medium capitalization issuers.
Fund
                    The Fund  invests  at least 65% of its  total  assets in the
                    stocks of small and medium capitalization companies that are
                    expected  to  experience   higher  than  average  growth  of
                    earnings or stock price.  The Money Manager,  Symphony Asset
                    Management, uses a quantitative approach to analyze earnings
                    forecasts,  price  movements  and other  factors to identify
                    growth  stocks  with  attractive  fundamentals  relative  to
                    price.

                    ------------------------------------------------------------
                    Generally,  small  capitalization  issuers are issuers  that
                    have a  capitalization  of $1 billion or less at the time of
                    investment   and  medium   capitalization   issuers  have  a
                    capitalization ranging from $1 billion to $10 billion at the
                    time of investment.
--------------------------------------------------------------------------------

International       Seeks  capital  growth  by  investing  primarily  in  equity
Equity              securities  of companies  domiciled in countries  other than
Fund                the United States and traded on foreign stock exchanges.

                    The Fund will  have at least 65% of its total  assets in the
                    stocks of companies domiciled in Europe and the Pacific Rim.
                    The Fund  normally  intends to  maintain  investments  in at
                    least three different  countries  outside the United States.
                    The Money Manager,  Nicholas-Applegate  Capital  Management,
                    reflects   a  focus  on   individual   security   selection.
                    Nicholas-Applegate    uses   fundamental   qualitative   and
                    quantitative  analysis to seek  companies  that are industry
                    leaders in the  process of  positive  change to  construct a
                    portfolio that generally parallels the countries  comprising
                    the Morgan Stanley Capital International  ("MSCI") EAFE(R) +
                    EMF  Index.  The  firm's   bottom-up   approach  drives  the
                    portfolio toward issues  demonstrating  positive fundamental
                    change, evidence of sustainability and timeliness. The Money
                    Manager attempts to exceed the total return of the MSCI EAFE
                    + EMF Index.

 -------------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
                           OBJECTIVES AND STRATEGIES
================================================================================
UNDERLYING FUND                             INVESTMENT
                                             PROGRAM
--------------------------------------------------------------------------------

High Yield          Seeks current income by investing  primarily in lower-rated,
Bond Fund           high-yield corporate debt securities.

                    The  Fund  invests  primarily  in  lower-rated,   high-yield
                    corporate  debt  securities  commonly  referred  to as "junk
                    bonds." Under normal conditions,  at least 65% of the Fund's
                    total assets will be invested in debt securities rated lower
                    than Baa by Moody's or BBB by S&P, or  securities  judged to
                    be of equivalent quality by the Money Manager. The Fund will
                    normally  maintain  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  U.S.
                    Corporate  High Yield Index.  The Money  Manager,  Financial
                    Management Advisors,  Inc. ("FMA"),  selects debt securities
                    on  a  company-by  company  basis,  emphasizing  fundamental
                    research and a long-term investment horizon.  Their analysis
                    focuses on the nature of a company's business, its strategy,
                    and the quality of its  management.  Based on this analysis,
                    the  Money  Manager  looks  primarily  for  companies  whose
                    prospects are stable or improving,  and whose bonds offer an
                    attractive  yield.  Companies with  improving  prospects are
                    normally more attractive in the opinion of the Money Manager
                    because they offer better assurance of debt repayment.
                    ------------------------------------------------------------
                    DURATION,  one  of  the  fundamental  tools  used  by  money
                    managers in security  selection of fixed-income  securities,
                    is a measure of the price  sensitivity of a debt security or
                    a  portfolio  of debt  securities  to  relative  changes  in
                    interest  rates.  For instance,  a duration of "three" means
                    that a portfolio's or security's  price would be expected to
                    decrease by  approximately 3% with a 1% increase in interest
                    rates.

                    The  duration of the Lehman  Brothers  U.S.  Corporate  High
                    Yield Index as of September 30, 2000 is 7.60%.

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

Intermediate        Seeks generation of current income by investing primarily in
Fixed-Income        fixed-income  securities with durations of between three and
Fund                ten years and a dollar-weighted  average portfolio  duration
                    that  does not vary  more or less  than 20% from that of the
                    Lehman  Brothers  Duration,  one  of  the  Government/Credit
                    Index.

                    The  Fund  primarily   invests  in  investment   grade  debt
                    securities  or  debt  securities   unrated  but  of  similar
                    quality,  but  may  invest  up to 20% of the net  assets  in
                    securities  rated BBB by Standard and Poor's,  a division of
                    The McGraw-Hill  Companies,  Inc.  ("S&P") or Baa by Moody's
                    Investors Service, Inc. ("Moody's"), and up to 6% of the net
                    assets  of the Fund in  securities  rated BB by S&P or Ba by
                    Moody's or debt securities  unrated but of similar  quality.
                    The  Money   Manager,   Cypress   Asset   Management,   uses
                    quantitative  analyses  and risk  control  methods to ensure
                    that the Fund's  overall risk and  duration  characteristics
                    are consistent  with the Lehman  Brothers  Government/Credit
                    Index.  Cypress Asset Management seeks to enhance the Fund's
                    returns by  systematically  overweighting its investments in
                    the   corporate   sector   as   compared   to   the   index.
                    ------------------------------------------------------------
                    DURATION,  one  of  the  fundamental  tools  used  by  money
                    managers in security  selection of fixed-income  securities,
                    is a measure of the price  sensitivity of a debt security or
                    a  portfolio  of debt  securities  to  relative  changes  in
                    interest  rates.  For instance,  a duration of "three" means
                    that a portfolio's or security's  price would be expected to
                    decrease by  approximately 3% with a 1% increase in interest
                    rates.

                    The  duration  of  the  Lehman  Brothers   Government/Credit
                    Index as of September 30, 2000 is 5.42%

--------------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
                           OBJECTIVES AND STRATEGIES
================================================================================
UNDERLYING FUND                             INVESTMENT
                                             PROGRAM
--------------------------------------------------------------------------------

Short-              Seeks  preservation  of capital  and  generation  of current
Intermediate        current  income  by  investing   primarily  in  fixed-income
Fixed-Income        securities  with durations of between one and five years and
Fund                a dollar-weighted  average portfolio  duration that does not
                    vary more or less than 20% from that  of the Lehman Brothers
                    Government/Credit 1-5 Year Index.

                    The  Fund  primarily   invests  in  investment   grade  debt
                    securities  or  debt  securities   unrated  but  of  similar
                    quality,  but  may  invest  up to 20% of the net  assets  in
                    securities  rated BBB by S&P or Baa by Moody's  and up to 6%
                    of the net  assets  in  securities  rated BB by S&P or Ba by
                    Moody's or debt securities  unrated but of similar  quality.
                    The  Money   Manager,   Cypress   Asset   Management,   uses
                    quantitative  analyses  and risk  control  methods to ensure
                    that the Fund's  overall risk and  duration  characteristics
                    are consistent  with the Lehman  Brothers  Government/Credit
                    1-5 Year Index.  Cypress Asset  Management  seeks to enhance
                    the  Fund's  returns  by  systematically  overweighting  its
                    investments  in the  corporate  sector  as  compared  to the
                    index.
                    ------------------------------------------------------------
                    DURATION,  one  of  the  fundamental  tools  used  by  money
                    managers in security  selection of fixed-income  securities,
                    is a measure of the price  sensitivity of a debt security or
                    a  portfolio  of debt  securities  to  relative  changes  in
                    interest  rates.  For instance,  a duration of "three" means
                    that a portfolio's or security's  price would be expected to
                    decrease by  approximately 3% with a 1% increase in interest
                    rates.

                    The duration of the Lehman  Brothers  Government/Credit  1-5
                    Index as of September 30, 2000 is 2.38%.

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

Mortgage            Seeks generation of current income by investing primarily in
Securities          mortgage-related     securities     with    an     aggregate
Fund                dollar-weighted  average  portfolio  duration  that does not
                    vary outside of a band of plus or minus 20% from that of the
                    Lehman  Brothers  Duration,   one  of  the   Mortgage-Backed
                    Securities Index.

                    The  Fund  seeks  to  achieve  its  objective  by  investing
                    security  selection of at least 65% and generally  more than
                    80% of its total assets in mortgage related securities.  The
                    Fund  invests  principally  in mortgage  related  securities
                    issued or guaranteed by the U.S. Government, its agencies or
                    instrumentalities,   and  will  only   invest  in   non-U.S.
                    Government  mortgage related securities 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,  BlackRock  Financial  Management,  Inc.,
                    uses  quantitative  risk control  methods to ensure that the
                    Fund's  overall  risk  and  duration   characteristics   are
                    consistent with the Index.
                    ------------------------------------------------------------
                    DURATION,  one  of  the  fundamental  tools  used  by  money
                    managers in security  selection of fixed-income  securities,
                    is a measure of the price  sensitivity of a debt security or
                    a  portfolio  of debt  securities  to  relative  changes  in
                    interest  rates.  For instance,  a duration of "three" means
                    that a portfolio's or security's  price would be expected to
                    decrease by  approximately 3% with a 1% increase in interest
                    rates.

                    The   duration  of  the  Lehman   Brothers   Mortgage-Backed
                    Securities Index as of September 30, 2000 is 3.98%.

--------------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
                           OBJECTIVES AND STRATEGIES
================================================================================
UNDERLYING FUND                             INVESTMENT
                                             PROGRAM
--------------------------------------------------------------------------------

U.S.                Seeks   maximum   current   income   consistent   with   the
Government          preservation   of  principal   and  liquidity  by  investing
Money               primarily in short-term obligations  issued or guaranteed by
Fund                the U.S.  Government,  its  agencies  or  instrumentalities.
                    Accessor Capital  Management  directly invests the assets of
                    the Fund.

--------------------------------------------------------------------------------
                    PRINCIPAL RISKS OF INVESTING IN THE FUNDS
--------------------------------------------------------------------------------
[graphic]  UNDERLYING FUND RISKS.  The investments of each Fund are concentrated
in the  Underlying  Funds,  and each Fund's  investment  performance is directly
related to the investment  performance  of the Underlying  Funds held by it. The
ability of each Fund to meet its investment objective is directly related to the
ability  of the  Underlying  Funds  to  meet  their  objectives  as  well as the
allocation among those Underlying  Funds by Accessor  Capital.  The value of the
Underlying Funds' investments, and the net asset values ("NAV") of the shares of
both the Funds and the Underlying  Funds,  will fluctuate in response to various
market and economic factors related to the equity and fixed-income  markets,  as
well as the financial  condition and prospects of issues in which the Underlying
Funds invest.  There can be no assurance  that the  investment  objective of any
Fund or any Underlying Fund will be achieved.


Because the Funds invest in the Underlying  Funds, the Funds'  shareholders will
be  affected  by the  investment  policies  of the  Underlying  Funds in  direct
proportion to the amount of assets the Funds allocate to those Funds.  Each Fund
may  invest  in  certain   Underlying   Funds  that  in  turn  invest  in  small
capitalization  companies and foreign issuers and thus are subject to additional
risks,  including changes in foreign currency exchange rates and political risk.
Foreign  investments  may  include  securities  of issuers  located in  emerging
countries in Asia, Latin America,  Eastern Europe and Africa. Each Fund may also
invest in certain  Underlying Funds that in turn invest in non-investment  grade
fixed-income  securities  ("junk  bonds"),  which are considered  speculative by
traditional  standards.  In addition,  the certain Underlying Funds may purchase
derivative  securities;  enter into forward  currency  transactions;  lend their
portfolio  securities;  enter into futures  contracts and options  transactions;
purchase zero coupon bonds and payment-in-kind bonds; purchase securities issued
by real estate  investment trusts ("REITs") and other issuers in the real estate
industry; purchase restricted and illiquid securities;  purchase securities on a
when-issued or delayed delivery basis; enter into repurchase agreements;  borrow
money; and engage in various other investment practices.  The risks presented by
these investment practices are discussed in this Prospectus and in the Statement
of Additional Statement.


[graphic]  ALLOCATION RISK. Each Fund's investment  performance depends upon how
its assets are allocated  and  reallocated  among  particular  Underlying  Funds
according to the Fund's  equity/fixed-income  allocation  targets and ranges.  A
principal risk of investing in each Fund is that Accessor Capital will make less
than optimal or poor asset  allocation  decisions.  Accessor Capital attempts to
identify asset classes and sub-classes  represented by the Underlying Funds that
will provide  consistent,  quality  performance  for the Funds,  but there is no
guarantee that Accessor Capital's allocation techniques will produce the desired
results.  It is possible  that Accessor  Capital will focus on Underlying  Funds
that perform poorly or underperform  other available  mutual funds under various
market conditions. You could lose money on your investment in a Fund as a result
of these allocation decisions.
<PAGE>
--------------------------------------------------------------------------------
                      PRINCIPAL RISKS OF UNDERLYING FUNDS
--------------------------------------------------------------------------------
Risks of the Funds depend on the risks of the Underlying Funds. To determine how
much each Fund is subject to the risks below, please refer to the Objectives and
Strategies  section to see what  proportion of the Fund's assets may be invested
in each Underlying Fund.
--------------------------------------------------------------------------------
Principal Risks of Underlying Equity Funds
------------------------------------------
[graphic]STOCK MARKET VOLATILITY.  Stock values fluctuate in response to issuer,
political, market and economic developments. In the short term, stock prices can
fluctuate  dramatically  in  response  to these  developments.  Securities  that
undergo  an initial  public  offering  may trade at a premium  in the  secondary
markets.  However,  there is no  guarantee  that a Fund will have the ability to
participate in such offerings on an ongoing basis.

[graphic]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.

[graphic]SECTOR  RISK.  Different  parts of the market can react  differently to
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.

[graphic]FOREIGN  EXPOSURE.  Foreign  exposure  is  a  principal  risk  for  the
International  Equity  Fund,  which  concentrates  its  investments  in  foreign
securities,  and  may  also  be a risk  for  the  other  Equity  Funds.  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.

Each Underlying Fund's portfolio  securities  usually are valued on the basis of
the most recent closing market prices at 4 p.m. ET when each fund calculates its
NAV. Most of the  securities in which the underlying  International  Equity Fund
invests,  however,  are  traded in  markets  that close  before  that time.  For
securities  primarily  traded  in the Far East,  for  example,  the most  recent
closing prices may be as much as 15 hours old at 4 p.m.  Normally,  developments
that could  affect the values of  portfolio  securities  that occur  between the
close  of the  foreign  market  and 4 p.m.  ET  will  not  be  reflected  in the
Underlying   International  Equity  Funds'  NAVs.  However,  if  the  Underlying
International  Equity Fund determines that such  developments are so significant
that  they will  clearly  and  materially  affect  the  value of the  Underlying
International Equity Fund's securities, the Underlying International Equity Fund
may adjust the  previous  closing  prices for these  securities  to reflect fair
value.


--------------------------------------------------------------------------------
Principal Risks of the Underlying Fixed-Income Funds
----------------------------------------------------

[graphic]BOND MARKET VOLATILITY. Individual securities are expected to fluctuate
in  response to issuer,  general  economic  and market  changes.  An  individual
security or category of securities may, however, fluctuate more or less than the
market as a whole.
<PAGE>
--------------------------------------------------------------------------------
                      PRINCIPAL RISKS OF UNDERLYING FUNDS
--------------------------------------------------------------------------------

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. When
short-term  interest  rates fall,  the U.S.  Government  Money Fund's yield will
generally fall as well.

[graphic]BOND  ISSUER  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
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 Fund's  holdings could have its credit  downgraded or could default,  which
could affect the Fund's performance.


Credit risk is a principal risk for the High Yield Bond Fund, which concentrates
its investments in securities with lower credit quality,  and is a possible risk
for the Intermediate and  Short-Intermediate  Fixed-Income Funds. Credit risk is
the possibility  that an issuer will fail to make timely payments of interest or
principal. Some issuers may not make payments on debt securities held by a Fund,
causing a loss.  Or, an issuer  may  suffer  adverse  changes  in its  financial
condition that could lower the credit quality of a security,  leading to greater
volatility in the price of the security and in shares of a Fund. A change in the
quality  rating  of a bond or other  security  can also  affect  the  security's
liquidity  and make it more  difficult  for a Fund to sell.  Lower  quality debt
securities and comparable  unrated debt securities are more susceptible to these
problems than higher quality obligations.

Because of its  concentration  in investments in junk bonds, the High Yield Bond
Fund is subject to  substantial  credit risk.  Credit  quality in the high-yield
bond market can change  suddenly  and  unexpectedly,  and even  recently  issued
credit ratings may not fully reflect the actual risks of a particular high-yield
bond.  The Funds'  Money  Managers  will not rely  solely on  ratings  issued by
established   credit  rating  agencies,   but  will  utilize  these  ratings  in
conjunction with its own independent and ongoing credit analysis.

[graphic]LOWER  RATED  DEBT  SECURITIES.  Lower  rated  debt  securities  are  a
principal risk for the High Yield Bond Fund, which  concentrates its investments
in lower rated debt  securities,  and are also a risk for the  Intermediate  and
Short-Intermediate  Fixed-Income  Funds. Debt securities rated lower than BBB by
S&P or lower than Baa by Moody's are commonly referred to as "junk bonds." Lower
rated debt securities and comparable  unrated debt  securities have  speculative
characteristics  and are subject to greater risks than higher rated  securities.
These risks include the possibility of default on principal or interest payments
and  bankruptcy  of the  issuer.  During  periods of  deteriorating  economic or
financial  conditions,  the ability of issuers of lower rated debt securities to
service their debt, meet projected goals or obtain  additional  financing may be
impaired.  In addition,  the market for lower rated debt  securities  has in the
past been more  volatile  and less liquid than the market for higher  rated debt
securities.  These risks could  adversely  affect the Funds that invest in these
debt securities.

[graphic]PREPAYMENT  RISK.  Prepayment risk is a principal risk for the Mortgage
Securities Fund, which concentrates its investments in mortgage securities,  and
may  also  be a risk  for the  other  Fixed-Income  Funds.  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.  For example, if interest rates are dropping and an issuer
pays off an obligation or a bond before maturity,  the Fund may have to reinvest
at a lower interest rate.  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.  Prepayments  on assets
underlying  mortgage  or  other  asset  backed  securities  held  by a Fund  can
adversely affect those securities' yield and price.
<PAGE>
--------------------------------------------------------------------------------
                      PRINCIPAL RISKS OF UNDERLYING FUNDS
--------------------------------------------------------------------------------
[graphic]INFLATION  RISK.  The real value of the U.S.  Government  Money  Fund's
yield may be eroded by inflation over time. The U.S.  Government  Money Fund may
under perform the bond and equity markets over time.

--------------------------------------------------------------------------------
Other Risks of Investing in the Funds
-------------------------------------

[graphic]AFFILIATED  PERSONS. In managing the Funds,  Accessor Capital will have
the authority to select and substitute  Underlying  Funds.  Accessor  Capital is
subject to  conflicts  of interest in  allocating  Fund assets among the various
Underlying  Funds both because the fees payable to it and/or its  affiliates  by
some Underlying Funds are higher than the fees payable by other Underlying Funds
and because Accessor Capital is also responsible for managing and  administering
the Underlying  Funds. The Board of Directors and officers of Accessor Funds may
also have conflicting interests in fulfilling their fiduciary duties to both the
Funds and the Underlying Funds.

[graphic]EXPENSES. You may invest in the Underlying Funds directly. By investing
in the  Underlying  Funds  indirectly  through a Fund, you will incur not only a
proportionate  share of the  expenses of the  Underlying  Funds held by the Fund
(including  operating  costs  and  investment  management  fees),  but  also the
expenses of the Fund.


[graphic]SHORT-TERM  AND  TEMPORARY  DEFENSIVE  INVESTMENTS.  Although the Funds
normally seek to remain  substantially  invested in the Underlying  Funds,  each
Fund may  invest a  portion  of its  assets  in  high-quality,  short-term  debt
obligations  (including  commercial  paper,  certificates  of deposit,  bankers'
acceptances,  repurchase  agreements,  debt obligations backed by the full faith
and credit of the U.S.  government  and demand and time deposits of domestic and
foreign banks and savings and loan associations) to maintain liquidity,  to meet
shareholder  redemptions and for other short-term cash needs. Also, there may be
times  when,  in the opinion of Accessor  Capital,  abnormal  market or economic
conditions  warrant that, for temporary  defensive  purposes,  a Fund may invest
without limitation in short-term obligations.  When a Fund's assets are invested
in such investments, the Fund may not be achieving its investment objective.

<PAGE>
--------------------------------------------------------------------------------
                 MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE
--------------------------------------------------------------------------------
MANAGER AND  ADMINISTRATOR  Accessor  Capital  Management LP, 1420 Fifth Avenue,
                            Suite 3600, Seattle, WA 98101

Each Fund is a portfolio of Accessor Funds, Inc.  ("Accessor Funds"), a Maryland
corporation. The Board of Directors is responsible for managing the business and
affairs of the Funds.  Accessor Capital develops the investment programs for the
Funds and decides how to allocate  the assets of each Fund among the  Underlying
Funds. 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 Funds.

The Funds will pay Accessor  Capital an annual  management fee equal to 0.10% of
each Fund's average daily net assets for asset allocation and other services.

Accessor  Capital  develops the investment  programs for the  Underlying  Funds,
selects  the  Money  Managers  for  the  Underlying   Funds,  and  monitors  the
performance of the Money  Managers.  In addition,  Accessor  Capital invests the
assets of the U.S. Government Money Fund. The Securities and Exchange Commission
issued an exemptive  order that allows  Accessor  Funds to change an  Underlying
Fund's  Money  Manager  without  shareholder  approval,  as long as, among other
things,  the Board of Directors  has  approved  the change in Money  Manager and
Accessor Funds.

Accessor  Funds has applied to the  Securities  and Exchange  Commission  for an
exemptive order that will allow the Underlying  Funds to pay the expenses of the
Funds other than the Funds'  direct  management  fees and the  distribution  and
service fees and the administrative services fee.


Below is a description  of the current Money Managers of each  Underlying  Fund:
--------------------------------------------------------------------------------
GROWTH FUND
-----------
CHICAGO EQUITY PARTNERS LLC, 180 N.LaSalle Street, Suite 3800, Chicago, IL 60697

Chicago Equity Partners utilizes a team approach to managing  portfolios.  David
Johnsen  is  the  Senior  Portfolio  Manager   responsible  for  the  day-to-day
management  of the Fund.  David has been with  Chicago  Equity  Partners and its
predecessors for over 23 years. Prior to Chicago Equity Partners, Geewax, Terker
& Company was the money  manager of the Growth Fund.  The former  money  manager
managed the Fund from July 27, 1997 until March 15, 2000.
--------------------------------------------------------------------------------
VALUE FUND
----------
MARTINGALE ASSET MANAGEMENT, L.P., 222 Berkeley Street, Boston, MA 02116

William E. Jacques,  Chief Investment  Officer since  co-founding  Martingale in
1987, is primarily  responsible for the investment decisions for the Value Fund.
Samuel  Nathans,  Senior  Portfolio  Manager,  is primarily  responsible for the
day-to-day  management of the Value Fund. Mr. Nathans joined Martingale in 1999.
Before joining Martingale, Mr. Nathans was the Portfolio Manager and Director of
Research for the AIG Equity Market Neutral Fund, a quantitative long/short hedge
fund  administered  by the American  International  Group,  Inc. Before AIG, Mr.
Nathans served as Vice President for Quantitative Research at M.D. Sass Investor
Services, Inc. Mr. Nathans was Director of Trading and Developmental Research at
Saje Asset Management prior to his service at M.D. Sass.

WELLINGTON MANAGEMENT COMPANY, LLP, 75 State Street, Boston, MA 02109

Doris  Dwyer  Chu  is the  Portfolio  manager  responsible  for  the  day to day
management of the Fund. Ms. Chu has been with Wellington  Management since 1998,
prior to that she was a partner and international portfolio manager at Grantham,
Mayo, Van Otterloo & Company.  Doris relies on fundamental  research provided by
Wellington Management's Global Industry Analysts.
<PAGE>
--------------------------------------------------------------------------------
SMALL TO MID CAP FUND
---------------------

SYMPHONY ASSET MANAGEMENT LLC, 555 California  Street,  San Francisco,  CA 94104

Praveen K. Gottipalli is primarily responsible for the day-to-day management and
investment  decisions  for the Small to Mid Cap Fund;  he is  assisted  by David
Wang.  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.  Since May 1994, Mr.
Wang has been a portfolio  manager with Symphony Asset  Management,  Inc., which
owns 50% of Symphony  Asset  Management  LLC. From 1993 to 1994,  Mr. Wang was a
Programmer-Analyst with BARRA, Inc.
--------------------------------------------------------------------------------
INTERNATIONAL EQUITY
--------------------

NICHOLAS-APPLEGATE CAPITAL MANAGEMENT, 600 West Broadway, 29th Floor, San Diego,
CA 92101

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 Fund. Ms. Somhegyi,  Chief Investment Officer,  Global
Equity Management,  joined Nicholas-Applegate in 1987. Mr. Speidell, Partner and
Director of Research,  joined Nicholas-Applegate in 1994. From 1983 to 1994, Mr.
Speidell was a portfolio  manager for  Batterymarch  Financial  Management.  Ms.
Morris, Partner and Portfolio Manager, International,  joined Nicholas-Applegate
in 1990.  Nicholas-Applegate  is expecting to complete a transaction  during the
first quarter of 2001 which will cause a change of control.
--------------------------------------------------------------------------------
INTERMEDIATE FIXED-INCOME FUND
SHORT-INTERMEDIATE FIXED-INCOME FUND
------------------------------------
CYPRESS ASSET MANAGEMENT, 26607 Carmel Center Place, Carmel, CA 93923

Mr.  Xavier  Urpi,   President  and  Chief  Investment   Officer,  is  primarily
responsible  for the  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.  Previously,  Ms.  Brooks  was  owner of  Brooks  Finance,  and a
registered representative with H.D. Vest from June 1994 to July 1997.
--------------------------------------------------------------------------------
HIGH YIELD BOND FUND
--------------------

FINANCIAL  MANAGEMENT  ADVISORS,  INC., 1900 Avenue of the Stars, Suite 900, Los
Angeles, CA 90067

FMA uses a team  approach.  Kenneth  D.  Malamed  and  Steven  S.  Michaels  are
primarily  responsible  for the day-to-day  management of the Fund. Mr. Malamed,
President  and Chief  Investment  Officer,  founded  FMA in 1985.  In 1992,  the
assets,  operations  and client base of FMA were  acquired by Wertheim  Schroder
Investment Services,  Inc. (later renamed Schroder Wertheim Investment Services,
Inc.), where Ken Malamed served as Managing  Director,  Director of Fixed-Income
and Chairman of the Credit Committee.  In November 1995, Mr. Malamed  terminated
his association with Schroder  Wertheim.  In December of 1995, he re-established
FMA and continued on with a portion of the  investment  advisory  business.  Mr.
Michaels,  Senior  Vice  President  and  Managing  Director  of High Yield Fixed
Income,  joined FMA in 1991. He was Senior High Yield Credit Analyst at Schroder
Wertheim Investment  Services,  Inc. from 1992 to 1995. He continued on with Mr.
Malamed in January 1996 at the re-established FMA.
<PAGE>
--------------------------------------------------------------------------------
MORTGAGE SECURITIES FUND
------------------------
BLACKROCK FINANCIAL MANAGEMENT, INC., 345 Park Avenue, New York, NY 10154

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 Fund. Mr. Phillips' primary responsibility is the management
of the firm's investment activities in fixed-rate mortgage securities, including
pass-throughs  and CMOs. He directs the  development of investment  strategy and
coordinates  execution for all client portfolios.  Prior to joining BlackRock in
1991,  Mr.  Phillips  was a portfolio  manager at  Metropolitan  Life  Insurance
Company.
--------------------------------------------------------------------------------
U.S. GOVERNMENT MONEY FUND
--------------------------
ACCESSOR CAPITAL MANAGEMENT LP, 1420 Fifth Avenue, Suite 3600, Seattle, WA 98101

Accessor Capital directly invests the assets of the U.S.  Government Money Fund.
Accessor  Capital  receives  no  additional  fee beyond its  management  fee, as
previously described, for this service.

<PAGE>
--------------------------------------------------------------------------------
                             PURCHASING FUND SHARES
--------------------------------------------------------------------------------
WHERE TO PURCHASE
-----------------

[Graphic] Financial Intermediaries.  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 and services and/or  administrative
services. In certain cases, a Fund will be deemed to have received a purchase or
redemption when it is received by the financial intermediary.  The order will be
priced at the next  calculated  NAV.  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.


[graphic]  Direct.  Investors may purchase Investor  Class Shares  directly from
Accessor Funds for no sales charge or commission.
--------------------------------------------------------------------------------
HOW TO PURCHASE
---------------
Purchase  orders  are  accepted  on each  business  day that the New York  Stock
Exchange  is open and must be  received in proper form prior to the close of the
New York Stock Exchange,  normally 4:00 p.m. Eastern time. All purchases must be
made in U.S. dollars. Purchases may be made in 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 and name of Fund noted on the check to:

                             Accessor Funds, Inc.
                             Attn:  Shareholder Services
                             P. O. Box 1748
                             Seattle, WA 98111-1748

If you pay with a check  that does not clear or if your  payment  is not  timely
received, your purchase will be canceled. You will be responsible for any losses
or expenses incurred by each Fund or the transfer agent, and the Fund can redeem
shares you own in this or another  identically  registered Accessor Fund account
as  reimbursement.  Each Fund and its agents  have the right to reject or cancel
any purchase, exchange, or redemption due to nonpayment.

[graphic]  By  Federal  Funds  Wire.  Wire  instructions  are  described  in the
operations manual and must be accompanied or preceded by a trade sheet.

[graphic] By Telephone. Shareholders with aggregate account balances of at least
$1 million may purchase Investor Class Shares by telephone at (800) 759-3504. To
prevent unauthorized transactions,  Accessor Funds may use reasonable procedures
to verify telephone requests.
================================================================================
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.
================================================================================
<PAGE>
--------------------------------------------------------------------------------
                             PURCHASING FUND SHARES
--------------------------------------------------------------------------------
IRA/ROTH IRAS
-------------
Investors  may purchase Investor  Class  Shares  through an  Individual  or Roth
Retirement  Custodial Account Plan. An IRA or Roth IRA with an aggregate balance
of less than  $10,000 on  December  31 of any year may be assessed a $25.00 fee.
Copies  of an IRA or Roth IRA Plan may be  obtained  from  Accessor  Capital  by
calling (800) 759-3504.
--------------------------------------------------------------------------------
INVESTMENT MINIMUMS
-------------------

[graphic] Regular Accounts.  Initial  investments must be at least $5,000 in one
Fund. Subsequent investments must be at least $1,000.

[graphic]  Retirement  Accounts.  Initial and subsequent  investments must be at
least $2,000 in one Fund.

Accessor Funds may accept small purchase amounts or reject any purchase order it
believes may disrupt the management of the Funds.
--------------------------------------------------------------------------------
SHARE PRICING
-------------
Investors  purchase  Investor Class  Shares of a Fund at its net asset value per
share  ("NAV").  The NAV is  calculated  by  adding  the  value  of Fund  assets
attributable to Investor Class Shares, subtracting Fund 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 Funds  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
Funds.
--------------------------------------------------------------------------------
MARKET TIMING
-------------
Short-term or excessive  trading into and out of a Fund may harm  performance by
disrupting  portfolio  management  strategies and by increasing expenses. A Fund
may temporarily or permanently  terminate the exchange privilege of any investor
who makes more than four exchanges out of a Fund per calendar year.  Moreover, a
Fund 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 Fund. For these  purposes,  Accessor  Capital may consider an investor's
trading history in that Fund or other Funds, and accounts under common ownership
or control.
--------------------------------------------------------------------------------
FOR MORE INFORMATION
--------------------
For additional information about purchasing shares of the Accessor Funds, please
contact us at (800) 759-3504.
<PAGE>
--------------------------------------------------------------------------------
                             EXCHANGING FUND SHARES
--------------------------------------------------------------------------------
As a shareholder,  you have the privilege of exchanging  shares of the Funds for
shares of other  Accessor  Funds.  Investor  Class Shares may be  exchanged  for
shares of any other Fund on days when the NYSE is open for business,  as long as
shareholders  meet the normal  investment  requirements  of the other Fund.  The
request  must be  received  in  proper  form by the  Fund or  certain  financial
intermediaries  prior to the close of the NYSE, normally 4:00 p.m. Eastern time.
Shares will be  exchanged  at the next NAV  calculated  after  Accessor  Capital
receives  the  exchange  request in proper  form.  The Fund may  temporarily  or
permanently terminate the exchange privilege of any investor who makes more than
four exchanges out of the Fund per calendar year.  Shareholders  should read the
prospectus of any other Fund into which they are considering exchanging.
--------------------------------------------------------------------------------
EXCHANGES THROUGH ACCESSOR FUNDS
--------------------------------
Accessor Funds does not currently charge fees on exchanges  directly through it.
This  exchange  privilege  may be modified or terminated at any time by Accessor
Funds  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 Funds, Inc.
                             Attn:  Shareholder Services
                             P. O. Box 1748
                             Seattle, WA 98111-1748

[graphic] By Fax. Instructions may be faxed to Accessor Funds at (206) 224-4274.

AN EXCHANGE OF SHARES FROM A FUND INVOLVES A REDEMPTION OF THOSE SHARES AND WILL
BE TREATED AS A SALE FOR TAX PURPOSES.
--------------------------------------------------------------------------------
EXCHANGES THROUGH FINANCIAL INTERMEDIARIES
------------------------------------------

You should contact your financial intermediary directly to make exchanges.  Your
financial intermediary may charge additional fees for these transactions.
<PAGE>
--------------------------------------------------------------------------------
                             REDEEMING FUNDS SHARES
--------------------------------------------------------------------------------

Investors may request to redeem  Investor  Class Shares on any day that the NYSE
is open for business. The request must be received in proper form by the Fund or
certain financial  intermediaries  prior to the close of the NYSE, normally 4:00
p.m.  Eastern  time.  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
Accessor Funds any of the following ways:


[graphic] By Mail. Redemption requests may be mailed to:

                             Accessor Funds, Inc.
                             Attn:  Shareholder Services
                             P. O. Box 1748
                             Seattle, WA 98111-1748

[graphic] By Fax.  Redemption  requests may be faxed to Accessor  Funds 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 (800) 759-3504.  To
prevent unauthorized transactions,  Accessor Funds 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 and signed by
all  shareholders of record.  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.  Shares may also 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 Funds. Each
Fund reserves the right to delay delivery of your redemption  proceeds for up to
seven days if the Fund  determines  that the redemption  amount will disrupt its
operation or  performance.  If you redeem more than  $250,000  worth of a Fund's
shares within any 90-day period,  the Fund reserves the right to pay part or all
of the  redemption  proceeds above  $250,000 in kind,  i.e., in Underlying  Fund
shares or other eligible securities, rather than cash. The Underlying Funds may,
in turn,  distribute  securities rather than cash under their respective in kind
redemption  policies.  If  payment  is made in  kind,  you may  incur  brokerage
commissions if you elect to sell the securities,  or market risk if you elect to
hold them.


[graphic]  Systematic  Withdrawal  Plan.  Shareholders may request an automatic,
monthly,   quarterly  or  annual  redemption  of  shares  under  the  Systematic
Withdrawal Plan (minimum monthly amount is $500). Applications for this plan may
be obtained from Accessor  Funds and must be received by Accessor Funds at least
ten  calendar  days  before  the first  scheduled  withdrawal  date.  Systematic
Withdrawals may be discontinued at any time by a shareholder or Accessor Funds.

[graphic]  Low Account  Balances.  Accessor  Funds may redeem any account with a
balance of less than $500 per Fund or less than $2,000 in  aggregate  across the
Funds. Shareholders will be notified in writing when they have a low balance and
will have 60 days to purchase  additional  shares to increase the balance to the
required  minimum.  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 SEC,  Accessor  Funds 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 Fund,  the Fund may pay a redemption in whole or in part by a
distribution in kind of securities from the Fund.
================================================================================
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.
================================================================================
<PAGE>
--------------------------------------------------------------------------------
                             REDEEMING FUNDS SHARES
--------------------------------------------------------------------------------
SIGNATURE  GUARANTEES
---------------------
A signature  guarantee  is designed  to protect the  shareholders  and the Funds
against  fraudulent  transactions  by  unauthorized  persons.  When a  signature
guarantee is required,  each  signature must be guaranteed by a domestic bank or
trust company,  credit union,  broker,  dealer,  national  securities  exchange,
registered securities  association,  clearing agency, or savings associations as
defined by federal law. The transfer  agent may reject a signature  guarantee if
the  guarantor  is not a  member  of or  participant  in a  signature  guarantee
program.  A notary public stamp or seal is not a signature  guarantee,  and will
not be accepted by the Fund.  Accessor  Capital at its  discretion  reserves the
right to require a signature guarantee on any transaction request.

The Fund requires a guaranteed signature for the following:

[graphic] Transfer of ownership to another individual or organization.
[graphic] Requests  that  redemption  proceeds  be  sent to a  different name or
          address than is registered on the account.
[graphic] Requests that fed-wire instructions be changed.
[graphic] Requests for name changes.
[graphic] Adding or removing a shareholder on an account.
[graphic] Establishing or changing certain services after the account is open.
--------------------------------------------------------------------------------
                        DIVIDENDS AND OTHER DISTRIBUTIONS
--------------------------------------------------------------------------------

[graphic] Dividends.  Each Fund intends to annually distribute substantially all
of its net investment income,  which will include dividends it receives from the
Underlying  Funds in which it invests,  as  dividends to its  shareholders.  The
Board of Directors presently intends to declare dividends  quarterly,  in March,
June, September and December.

[graphic] Other  Distributions.  The Board of Directors intends to distribute to
each  Fund's  shareholders  substantially  all of its  net  realized  long-  and
short-term capital gains annually,  generally in late December, these gains will
consist almost entirely of (1) any distributions to it from the net capital gain
realized  by the  Underlying  Funds  in which it  invests  and (2) net  gains it
realizes on its disposition of Underlying Fund shares  (generally  occasioned by
its  reallocating  its assets under the Underlying  Funds or by the need to make
distributions  and/or  payments of  redemption  proceeds in excess of  available
cash).  A Fund may need to make  additional  distributions  at year-end to avoid
federal income or excise taxes.

[graphic]  Automatic  Reinvestment  of Dividends  and other  Distributions.  All
dividends  and other  distributions  on Investor Class  Shares of a Fund will be
automatically  reinvested  in  additional  Investor Class Shares of that Fund at
their NAV unless a shareholder elects to receive them in cash. Shareholders that
elect to receive  their  dividends  in cash and  request  checks will be charged
$10.00.  Shareholders may alternatively  choose to invest dividends and/or other
distributions in Investor Class Shares of any other Fund.

--------------------------------------------------------------------------------
                             VALUATION OF SECURITIES
--------------------------------------------------------------------------------

Each Fund's assets consist  primarily of shares of the Underlying  Funds,  which
are valued at their  respective NAVs. The Underlying Funds generally value their
securities using market quotations. However, short-term debt securities maturing
in less than 60 days are valued using  amortized  cost, 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 an  Underlying  Fund that  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  Underlying  Fund's  Board of  Director's  believes  accurately
reflects fair value.

<PAGE>
--------------------------------------------------------------------------------
                             FEDERAL INCOME TAXATION
--------------------------------------------------------------------------------

Each Fund  intends to elect to be, and to qualify for  treatment  as a regulated
investment  company under  Subchapter M of the Internal Revenue Code of 1986. In
any  year in  which a Fund  qualifies  as a  regulated  investment  company  and
distributes  substantially  all of its investment  company taxable income (which
includes,  among  other  items,  net  investment  income  and the  excess of net
short-term  capital gain over net  long-term  capital  loss) and its net capital
gain (the  excess of net  long-term  capital  gain over net  short-term  capital
loss),  the Fund will not be  subject  to  federal  income  tax to the extent it
distributes that income and gain to its shareholders in a timely manner.

Dividends and other distributions that shareholders receive from a Fund, whether
received in cash or reinvested in additional  shares of the Fund, are subject to
federal  income tax and may also be  subject to state and local tax.  Generally,
dividends from a Fund's  investment  company taxable income  (consisting  almost
entirely of income  dividends from the Underlying Funds in which it invests) and
distributions  of its net  short-term  capital  gain,  if any,  are  taxable  as
ordinary income,  while distributions of its net capital gain (consisting of the
gain   described   above  under   "Dividends   and  Other   Distributions--Other
Distributions")  are taxable as long-term capital gain (generally,  at a maximum
rate of 20% for non-corporate shareholders). The rate of tax to a shareholder on
distributions from a Fund of capital gain depends on the length of time the Fund
held  the  securities  that  generated  the  gain,  not the  length  of time the
shareholder owned his or her shares.

Dividends and other distributions  declared by a Fund in October,  November,  or
December of any year generally are taxable to shareholders as though received on
December  31 of that year even if paid to them  during  the  following  January.
Accordingly,  those  distributions will be taxed to shareholders for the year in
which that December 31 falls.

A redemption  of a Fund's shares or an exchange of a Fund's shares for shares of
another Fund or any other  Accessor Fund will be treated as a sale of the Fund's
shares, and any gain on the transaction will be subject to federal income tax.

After  the  conclusion  of  each  calendar  year,   shareholders   will  receive
information  regarding the taxability of dividends and other  distributions paid
by the Funds  during that year.  The Funds are required to withhold and remit to
the  U.S.  Treasury  31% of  all  dividends,  capital  gain  distributions,  and
redemption  proceeds  payable to  individuals  and certain  other  non-corporate
shareholders   who  have  not  provided   the  Fund  with  a  correct   taxpayer
identification number.  Withholding at that rate also is required from dividends
and capital gain  distributions  payable to those shareholders who otherwise are
subject to backup withholding.

The foregoing is only a brief summary of certain federal income tax consequences
of investing in the Funds.  Please see the Statement of  Additional  Information
for a further discussion.  Shareholders should consult a tax adviser for further
information  regarding  the federal,  state,  and local tax  consequences  of an
investment in Investor Class Shares.


--------------------------------------------------------------------------------
 DISTRIBUTION AND SERVICE ARRANGEMENTS AND ADMINISTRATIVE SERVICES ARRANGEMENTS
--------------------------------------------------------------------------------
Accessor  Funds has  adopted a  Distribution  and  Service  Plan that allows the
Investor  Class  Shares of the Funds to pay a  distribution  and services fee to
financial  intermediaries for sales and  distribution-related  activities and/or
providing  non-distribution  related  shareholder  services.  The fee  under the
Distribution and Service Plan will not exceed 0.25% in the aggregate annually.

Accessor Funds has also adopted an Administrative Services Plan which allows the
Investor  Class  Shares  of  the  Fund  to  pay  financial   intermediaries  for
non-distribution  related administrative services provided to shareholders.  The
administrative services fees will not exceed 0.25% annually.

Because 12b-1 fees and  administrative  services fees are paid out of the Fund's
assets on an on-going basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.

--------------------------------------------------------------------------------
                              FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

The  Funds  are  recently  created  mutual  funds  and  consequently,  Financial
Highlights for the Funds are not currently available.
<PAGE>

[Back Cover]
Statement  of  Additional  Information  -  Accessor  Allocation  Funds  of Funds
("SAI").  The SAI contains more detailed information about the Funds. The SAI is
incorporated by reference into this  Prospectus,  making it legally part of this
Prospectus.

Contact  Accessor  Capital at  1-800-759-3504  for  shareholder  inquiries or to
receive a free copy of the Fund's SAI or visit  Accessor  Capital's  web site at
www.accessor.com.

Free copies of Accessor Funds'  Shareholder  Reports,  SAI and other information
are available from your financial intermediary or from

         ACCESSOR CAPITAL MANAGEMENT LP
         1420 Fifth Avenue, # 3600
         Seattle, Washington 98101
         (800) 759-3504
         (206) 224-7420
          web site: www.accessor.com

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.

         SECURITIES AND EXCHANGE COMMISSION
         Washington, DC 20549-6009

         Public Reference Section:  (202) 942-8090
         (for inquiries regarding hours of
         operation only)

          e-mail:  [email protected]
          web site:  www.sec.gov


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
                                www.accessor.com

                       Statement of Additional Information
                             Dated December 22, 2000


ACCESSOR(R) FUNDS, INC. ("Accessor Funds") is a multi-managed, no-load, open-end
management investment company,  known as a mutual fund. Accessor Funds currently
consists  of  nine  diversified   investment   portfolios   (collectively,   the
"Underlying  Funds"),  and six diversified funds of funds investment  portfolios
(called the "Accessor  Allocation  Funds",  each a "Fund" and collectively,  the
"Funds"),  each with its own investment objective and policies. The six Accessor
Allocation  Funds are the subject of this  Statement of Additional  Information.
Each Fund  offers two  classes  of  shares,  the  Advisor  Class  Shares and the
Investor Class Shares,  which are offered through two prospectuses:  the Advisor
Class Shares  Prospectus  and the Investor Class Shares  Prospectus,  each dated
November 27, 2000 (collectively, the  "Prospectuses").  A copy of the applicable
Prospectus  may be obtained  free of charge by writing to or calling 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.

DESCRIPTION OF THE FUNDS

ACCESSOR INCOME  ALLOCATION FUND seeks high current income and some stability of
principal.

ACCESSOR  INCOME AND GROWTH  ALLOCATION  FUND seeks high current income and some
potential capital appreciation.

ACCESSOR  BALANCED  ALLOCATION  FUND  seeks  moderate  current  income  and some
potential capital appreciation.

ACCESSOR  GROWTH AND INCOME  ALLOCATION  FUND seeks moderate  potential  capital
appreciation and some current income.

ACCESSOR GROWTH  ALLOCATION FUND seeks high potential  capital  appreciation and
some current income.

ACCESSOR   AGGRESSIVE  GROWTH  ALLOCATION  FUND  seeks  high  potential  capital
appreciation.



<PAGE>

                                Table of Contents


GENERAL INFORMATION AND HISTORY................................................3


INVESTMENT RESTRICTIONS, POLICIES AND RISK.....................................3


MANAGEMENT OF THE FUNDS.......................................................22


CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES...........................24


INVESTMENT ADVISORY AND OTHER SERVICES........................................25


VALUATION.....................................................................31


FUND TRANSACTION POLICIES.....................................................32


PERFORMANCE INFORMATION.......................................................35


CODE OF ETHICS................................................................37


TAX INFORMATION...............................................................38


ADDITIONAL PURCHASE AND REDEMPTION INFORMATION................................39


FINANCIAL STATEMENTS..........................................................42







<PAGE>

                         GENERAL INFORMATION AND HISTORY

Accessor Funds was incorporated in Maryland on June 10, 1991.  Accessor Funds is
authorized to issue fifteen billion shares of common stock,  $.001 par value per
share,  and is currently  divided into nine Underlying  Funds and six Funds. The
Underlying Funds currently consist of the Growth,  Value, Small to Mid Cap Funds
(the  "Underlying   Domestic  Equity  Funds")  and  International   Equity  Fund
(collectively with the Underlying  Domestic Equity Funds, the "Underlying Equity
Funds") and the Intermediate Fixed-Income, Short-Intermediate Fixed-Income, High
Yield Bond and Mortgage  Securities Funds (the "Underlying Bond Funds") and U.S.
Government  Money  Fund  (collectively  with  the  Underlying  Bond  Funds,  the
"Underlying Fixed-Income Funds").

Each Fund  offers 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
Accessor Funds, 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 Accessor Funds under certain  circumstances.  All shares of a Fund 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 Fund is entitled to its portion of all of the Fund's assets
after all debts and  expenses of the Fund have been paid.  The Funds'  shares do
not have  cumulative  voting rights for the election of  Directors.  Pursuant to
Accessor Funds' 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  LP  ("Accessor  Capital"),  a Washington  limited
partnership,  is the manager and administrator of Accessor Funds,  pursuant to a
Management  Agreement  with Accessor  Funds.  Accessor  Capital is also Accessor
Funds' transfer agent, registrar,  dividend disbursing agent and provides record
keeping,  administrative and compliance services pursuant to its Transfer Agency
and Administrative  Agreement ("Transfer Agency Agreement") with Accessor Funds.
Accessor Capital provides asset allocation  services to the Funds pursuant to an
Asset Allocation Agreement.

                   INVESTMENT RESTRICTIONS, POLICIES AND RISK

         Each Fund has certain  investment  restrictions  that are "fundamental"
and may be changed  only with the  approval  of the holders of a majority of the
outstanding voting securities of that Fund. As defined in the Investment Company
Act of 1940,  as amended  (the  "Investment  Company  Act"),  a majority  of the
outstanding  voting  securities  of a Fund  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.  All of each Fund's  investment  restrictions  and policies
other  than that  Fund's  fundamental  investment  restrictions  may be  changed
without  the  approval  of  shareholders.  This  section  of  the  Statement  of
Additional Information describes the Funds' investment  restrictions,  and other
policies and restrictions.

INVESTMENT RESTRICTIONS

Fundamental Investment Restrictions
-----------------------------------

     Each  Fund  is   subject   to  the   following   "fundamental"   investment
restrictions.  Unless otherwise noted,  these  restrictions apply at the time an
investment is made.  The investment  limitations  set forth below relate only to
the Funds,  and may not necessarily  apply to the Underlying  Funds in which the
Funds invest.  The investment  limitations set forth below are considered at the
time that investment  securities are purchased.  If a percentage  restriction is
adhered to at the time the  investment  is made, a later  increase in percentage
resulting  from a change in the market  value of assets  will not  constitute  a
violation of such restrictions. Accordingly, each of the Funds may not:

     1. Borrow  money or issue  senior  securities,  except as  permitted by the
Investment Company Act of 1940;

     2. Underwrite  securities  issued by others,  except to the extent the Fund
may be considered an  underwriter  within the meaning of the  Securities  Act of
1933 in the  disposition  of restricted  securities  or in  connection  with the
investment in other investment companies;

     3. Purchase the securities of any issuer (other than  securities  issued or
guaranteed by the U.S.  Government or any of its agencies or  instrumentalities,
or securities of other investment  companies) if, as a result,  more than 25% of
the Fund's total assets would be invested in the  securities of companies  whose
principal business activities are in the same industry;

     4. Purchase or sell real estate unless acquired as a result of ownership of
securities  or other  instruments  (but  this  shall not  prevent  the Fund from
investing in securities on other instruments backed by real estate or securities
of companies engaged in the real estate business);

     5. Purchase or sell  physical  commodities  unless  acquired as a result of
ownership of  securities  or other  instruments  (but this shall not prevent the
Fund from purchasing or selling options and futures  contracts or from investing
in securities or other instruments backed by physical commodities);

     6.  Lend any  security  or make any other  loan if, as a result,  more than
33-1/3% of its total assets would be lent to other parties,  but this limitation
does not apply to purchases of debt securities or to repurchase agreements.

Non-Fundamental Investment Restrictions
---------------------------------------

     The  following  are each Fund's  non-fundamental  investment  restrictions.
These restrictions may be modified or eliminated without shareholder approval.

     1. The Fund does not  currently  intend to purchase  securities  on margin,
except that the Fund may obtain such short-term credits as are necessary for the
clearance of transactions,  and provided that margin payments in connection with
futures  contracts  and  options  on  futures  contracts  shall  not  constitute
purchasing securities on margin.

     2. The Fund does not currently intend to sell securities  short,  unless it
owns or has the right to obtain securities  equivalent in kind and amount to the
securities sold short, and provided that  transactions in futures  contracts and
options are not deemed to constitute selling securities short.

     3. The Fund does not  currently  intend to purchase  any  security if, as a
result, more than 15% of its net assets would be invested in securities that are
deemed  to be  illiquid  because  they  are  subject  to  legal  or  contractual
restrictions  on resale or because  they  cannot be sold or  disposed  of in the
ordinary  course of  business  at  approximately  the  prices at which  they are
valued.

     4.  Each  Fund  may  invest  in  short-term  instruments,  U.S.  Government
securities and money market  instruments for temporary  defensive  purposes when
Accessor Capital believes that a more conservative approach is desirable.

        INVESTMENT POLICIES AND RISK CONSIDERATIONS OF UNDERLYING FUNDS

The  following  pages  contain  more  detailed  information  about  the types of
investments  in which an Underlying  Fund may invest,  strategies the Underlying
Funds may employ and a summary of related risks.  The Funds invest  primarily in
the Underlying Funds and consequently are subject to the risk considerations set
forth below.

     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,  which means that they provide investors with payments consisting of
both principal and interest as the loans in the  underlying  asset pool are paid
off by the borrowers,  similar to the mortgage pass-through structures described
above or in a  pay-through  structure  similar  to the  collateralized  mortgage
structure.

     Collateralized  Mortgage  Obligations  ("CMOs")  and Real  Estate  Mortgage
Investment  Conduits  ("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.  The  Underlying  Bond Funds
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.

     A REMIC must elect to be, and must qualify for 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.  The Bond Funds do not intend
to invest in residual  interests.  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 and qualify for REMIC  status,  it will be taxed at the entity  level as a
corporation.

     Corporate  Obligations.  Corporate debt  obligations  include (i) corporate
debt securities,  including bonds, debentures,  and notes; (ii) commercial paper
(including  variable-amount  master demand notes);  (iii) repurchase  agreements
involving    investment-grade    debt   obligations;    and   (iv)   convertible
securities-debt obligations of corporations convertible into or exchangeable for
equity securities.

     Duration,  which is one of the fundamental  tools used by money managers in
security  selection,  is a measure of the price  sensitivity  of a security or a
portfolio to relative  changes in interest  rates.  For instance,  a duration of
"one" means that a portfolio's  or security's  price would be expected to change
by  approximately  one  percent  with a one percent  change in  interest  rates.
Assumptions  generally  accepted by the industry  concerning the  probability of
early payment and other factors may be used in the  calculation  of duration for
debt securities that contain put or call  provisions,  sometimes  resulting in a
duration  different  from the stated  maturity of the security.  With respect to
certain mortgage-backed securities,  duration is likely to be substantially less
than the stated maturity of the mortgages in the underlying  pools. The maturity
of a security measures only the time until final payment is due and, in the case
of a mortgage-backed  security,  does not take into account the factors included
in duration.

     A Fund's  duration  directly  impacts  the  degree  to which  asset  values
fluctuate  with  changes in  interest  rates.  For every one  percent  change in
interest  rate,  a Fund's net asset  value  (the  "NAV") is  expected  to change
inversely by approximately one percent for each year of duration. For example, a
one percent  increase in interest rate would be expected to cause a fixed-income
portfolio with an average dollar weighted duration of five years, to decrease in
value  by  approximately  five  percent  (one  percent  interest  rate  increase
multiplied by the five year duration).

     Foreign Currency Transactions.  The Underlying International Fund may enter
into foreign  currency  transactions.  The value of the assets of the Underlying
International  Fund as measured in U.S.  dollars  may be affected  favorably  or
unfavorably by changes in foreign  currency  exchange rates and exchange control
regulations,  and it may incur  costs in  connection  with  conversions  between
various  currencies.  The  Underlying  International  Fund 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  ("forward  contracts").  The
Underlying  International  Fund may enter into forward foreign currency exchange
contracts for hedging  purposes.  A forward  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.  A forward  contract  generally  has no deposit  requirements  and no
commissions are charged for such trades.

     The Underlying International Fund may enter into forward contracts when the
Money Manager determines that the best interests of the Underlying International
Fund will be  served,  such as  circumstances  to  protect  its value  against a
decline in exchange  rates,  or to protect  against a rise in exchange rates for
securities  it  intends  to  purchase,  but it will not use such  contracts  for
speculation.  The Underlying International Fund may not use forward contracts to
generate income,  although the use of such contracts may  incidentally  generate
income.  When the Underlying  International  Fund 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  Underlying
International Fund 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 that might  result from a possible  change in the  relationship
between the U.S. dollar and such foreign currency. There is no limitation on the
value of forward  contracts  into which the  Underlying  International  Fund may
enter. When effecting forward foreign currency contracts,  cash or liquid assets
of the  Underlying  International  Fund of a dollar  amount  having an aggregate
value,  measured on a daily basis,  at least  sufficient to make payment for the
portfolio  securities  to be  purchased  will be  segregated  on the  Underlying
International  Fund's  records  at the  trade  date  and  maintained  until  the
transaction is settled.

     When the 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 Underlying International Fund'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.  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 Underlying  International Fund's Custodian will segregate cash,
equity or debt securities in an amount not less than the value of the Underlying
International  Fund's total assets committed to forward  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 Underlying  International Fund 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
Underlying International Fund 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  Underlying  International  Fund is obligated to
deliver.

     This method of protecting the value of the Underlying  International Fund'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  that 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.

     Foreign  Securities.  Certain  of the Funds may  invest in  certain  of the
Underlying Funds that 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  that 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 Underlying
Fund's  securities  denominated in that currency.  Such changes also will affect
the Underlying  Fund's income and  distributions to  shareholders.  In addition,
although  the  Underlying  Fund  will  receive  income in such  currencies,  the
Underlying  Fund 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 Underlying  Fund's income has been accrued and translated into U.S. dollars,
the Underlying Fund could be required to liquidate portfolio  securities to make
such  distributions,  particularly when the amount of income the Underlying Fund
is  required to  distribute  is not  immediately  reduced by the decline in such
security.  Similarly,  if  an  exchange  rate  declines  between  the  time  the
Underlying Fund 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.

     Forward  Commitments.  An  Underlying  Fund may make  contracts to purchase
securities for a fixed price at a future date beyond  customary  settlement time
("forward commitments")  consistent with the Underlying Fund's ability to manage
its investment portfolio and meet redemption  requests.  The Underlying Fund 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  Underlying  Fund 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 Underlying  Fund'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.

     Futures  Contracts.  Each Underlying  Fund (other than the U.S.  Government
Money Fund) is permitted to enter into financial futures contracts,  stock index
futures  contracts  and  related  options  thereon   ("futures   contracts")  in
accordance with its investment objective. The Underlying International Fund also
may  purchase  and  write  futures  contracts  on  foreign  currencies.  Futures
contracts will be limited to hedging transactions to minimize the impact of cash
balances and for return  enhancement and risk management  purposes in accordance
with regulations of the Commodity Futures Trading Commission.

     A  financial  futures  contract  is a contract  to buy or sell a  specified
quantity of financial  instruments  such as United States Treasury bonds,  notes
and bills,  commercial paper, 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 called for cash
settlement.  A futures  contract is closed out by buying or selling an identical
offsetting  contract,  which  cancels  the  original  contract  to  make or take
delivery.  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,  an Underlying  Fund is required to
deposit in a segregated  account with Accessor  Funds'  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.  Subsequent daily payments are made between the Underlying
Fund 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 an
Underlying Fund 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
Fund 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,  an Underlying Fund 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 Underlying
Fund may purchase a long position in a stock index futures contract.

     The  Underlying  Funds 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  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 Underlying Fund to repurchase the futures  contract at
a lower price to close out the position.

     Financial   futures  contracts  may  be  used  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 an Underlying  Fund's  portfolio would decline,
but the futures contract value decreases, partly offsetting the loss in value of
the  fixed-income  security by enabling the  Underlying  Fund to repurchase  the
futures contract at a lower price to close out the position.

     The  Underlying  Funds 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  an  Underlying  Fund to be unable  to close out the  futures
contract and thereby affecting an Underlying Fund's hedging strategy.

     Illiquid Securities. Illiquid securities are securities that are 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.

     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
Underlying  Bond Funds or the  Underlying  International  Fund 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 Underlying  Funds 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 NAV per share.

     Investing in 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  Underlying  Funds.  The  value of the
investments made by the Underlying  Funds 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 Underlying Funds 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
Underlying  Funds in a manner  that will  minimize  the  exposure to such risks,
there can be no  assurance  that  adverse  political  changes will not cause the
Underlying  Funds  to  suffer  a loss of  interest  or  principal  on any of its
holdings.  The  Underlying  Funds will  treat  investments  that are  subject to
repatriation restrictions of more than seven (7) days as illiquid securities.

     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
Underlying  Funds are uninvested and no return is earned  thereon.  Inability to
dispose of securities  due to settlement  problems could result in losses to the
Underlying  Funds due to subsequent  declines in value of securities  or, if the
Underlying Funds 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 Underlying
Funds  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 Underlying Funds 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 an Underlying Fund 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.

     Limitations on Futures and Options  Transactions.  Accessor Funds on behalf
of each Underlying 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) Each  Underlying  Fund will use  commodity  futures  contracts and
     options  solely for bona fide hedging  purposes  within the meaning of CFTC
     regulations;  provided that the Underlying  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 an Underlying  Fund  management  strategy and are incidental to the
     Underlying  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) An  Underlying  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 Underlying Fund has purchased,
     after taking into account  unrealized profits and losses on such contracts,
     would exceed 5% of the Underlying Fund's total assets.

     Lower-Rated Debt Securities. Debt securities rated lower than BBB by S&P or
Baa by Moody's  are  commonly  referred  to as "junk  bonds".  Lower  rated debt
securities   and   comparable   unrated   debt   securities   have   speculative
characteristics  and are subject to greater risks than higher rated  securities.
These risks include the possibility of default on principal or interest payments
and  bankruptcy  of the  issuer.  During  periods of  deteriorating  economic or
financial  conditions,  the ability of issuers of lower rated debt securities to
service their debt, meet projected goals or obtain  additional  financing may be
impaired.  In addition,  the market for lower rated debt  securities  has in the
past been more  volatile  and less liquid than the market for higher  rated debt
securities.  These risks could adversely affect the Underlying Funds that invest
in these debts securities.

     The widespread expansion of government,  consumer and corporate debt within
the economy  has made the  corporate  sector,  especially  cyclically  sensitive
industries,  more vulnerable to economic  downturns or increased interest rates.
Because   lower-rated  debt  securities   involve  issuers  with  weaker  credit
fundamentals (such as debt-to-equity ratios, interest charge coverage,  earnings
history and the like),  an economic  downturn,  or increases in interest  rates,
could severely  disrupt the market for lower-rated debt securities and adversely
affect the value of outstanding  debt  securities and the ability of the issuers
to repay principal and interest.

     Lower-rated debt securities  possess  speculative  characteristics  and are
subject to greater  market  fluctuations  and risk of lost income and  principal
than higher-rated debt securities for a variety of reasons.  The markets for and
prices of lower-rated  debt  securities  have been found to be less sensitive to
interest  rate  changes than  higher-rated  investments,  but more  sensitive to
adverse economic changes or individual corporate  developments.  Also, during an
economic  downturn  or  substantial  period of  rising  interest  rates,  highly
leveraged  issuers may experience  financial stress which would adversely affect
their ability to service their principal and interest  payment  obligations,  to
meet projected business goals and to obtain additional financing.  If the issuer
of a debt security owned by an Underlying  Fund  defaulted,  the Underlying Fund
could  incur  additional  expenses  in  seeking  recovery  with no  guaranty  of
recovery.  In  addition,  periods of  economic  uncertainty  and  changes can be
expected to result in increased  volatility of market prices of lower-rated debt
securities  and an  Underlying  Fund's NAV.  Lower-rated  debt  securities  also
present  risks based on payment  expectations.  For  example,  lower-rated  debt
securities may contain  redemption or call  provisions.  If an issuer  exercises
these provisions in a declining  interest rate market,  an Underlying Fund would
have to replace the  security  with a lower  yielding  security,  resulting in a
decreased return for investors.  Conversely, a lower-rated debt security's value
will  decrease  in a  rising  interest  rate  market,  as will  the  value of an
Underlying Fund's assets.

     In addition,  to the extent that there is no established  retail  secondary
market,  there may be thin trading of lower-rated debt securities,  and this may
have  an  impact  on the  ability  to both  value  accurately  lower-rated  debt
securities  and an  Underlying  Fund's  assets,  and  to  dispose  of  the  debt
securities. Adverse publicity and investor perceptions,  whether or not based on
fundamental  analysis,  may decrease the value and liquidity of lower-rated debt
securities, especially in a thinly traded market.

     Mortgage-Related Securities. Mortgage loans made by banks, savings and loan
institutions  and other lenders are often assembled into pools, the interests in
which  are  issued  or  guaranteed  by the  U.S.  Government,  its  agencies  or
instrumentalities.   Interests  in  such  pools  are  called   "mortgage-related
securities" or "mortgage-backed  securities." Most  mortgage-related  securities
are  pass-through  securities,  which  means that they  provide  investors  with
payments  consisting  of  both  principal  and  interest  as  mortgages  in  the
underlying mortgage pool are paid off by the borrower. The Underlying Bond Funds
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).  GNMA creates  mortgage-related  securities
from pools of  Government-guaranteed  or insured (Federal  Housing  Authority or
Veterans  Administration)  mortgages originated by mortgage bankers,  commercial
banks and savings and loan associations.  FNMA and FHLMC issue  mortgage-related
securities  from pools of  conventional  and  federally  insured  or  guaranteed
residential mortgages obtained from various entities, including savings and loan
associations,  savings  banks,  commercial  banks,  credit  unions and  mortgage
bankers.  The  mortgage-related  securities either issued or guaranteed by GNMA,
FHLMC or FNMA  ("Certificates")  are called pass-through  Certificates because a
pro rata share of both regular  interest and  principal  payments  (less GNMA's,
FHLMC's or FNMA's  fees and any  applicable  loan  servicing  fees),  as well as
unscheduled  early  prepayments  on the  underlying  mortgage  pool,  are passed
through monthly to the holder of the Certificate (i.e., the Underlying Fund).

     The principal and interest on GNMA  securities  are  guaranteed by GNMA and
backed by the full faith and credit of the U.S. Government. FNMA guarantees full
and timely payment of all interest and principal,  while FHLMC guarantees timely
payment of interest  and  ultimate  collection  of  principal.  Mortgage-related
securities  from FNMA and FHLMC are not  backed by the full  faith and credit of
the United  States;  however,  in the  Underlying  Fund's  opinion,  their close
relationship  with the U.S.  Government makes them high quality  securities with
minimal credit risks. The yields provided by these  mortgage-related  securities
have  historically  exceeded  the  yields  on  other  types  of U.S.  Government
securities with comparable maturities;  however, these securities generally have
the  potential  for  greater  fluctuations  in yields as their  prices  will not
generally fluctuate as much as more traditional fixed-rate debt securities.

     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 an  Underlying  Fund 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  Underlying  Funds'  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.

     The  Underlying  Bond  Funds may  invest in  pass-through  mortgage-related
securities,   such  as  fixed-rate   mortgage-related  securities  ("FRMs")  and
adjustable rate mortgage-related  securities ("ARMs"),  which are collateralized
by fixed rate mortgages and adjustable rate mortgages, respectively. ARMs have a
specified  maturity  date  and  amortize  principal  much  in the  fashion  of a
fixed-rate  mortgage.  As a result, in periods of declining interest rates there
is a  reasonable  likelihood  that ARMs will  behave  like FRMs in that  current
levels of prepayments of principal on the underlying mortgages could accelerate.
One  difference  between ARMs and FRMs is that,  for certain types of ARMs,  the
rate of amortization of principal,  as well as interest  payments,  can and does
change in accordance  with movements in a particular,  pre-specified,  published
interest  rate index.  The amount of interest due to an ARM  security  holder is
calculated by adding a specified  additional amount, the "margin," to the index,
subject to  limitations  or "caps" on the maximum and minimum  interest  that is
charged to the  mortgagor  during  the life of the  mortgage  or to maximum  and
minimum changes to that interest rate during a given period.

     In addition to GNMA, FNMA or FHLMC  Certificates,  through which the holder
receives a share of all  interest  and  principal  payments  from the  mortgages
underlying  the  Certificate,  the  Underlying  Bond  Funds  also may  invest in
pass-through  mortgage-related  securities where all interest payments go to one
class of  holders  ("Interest  Only  Securities"  or  "IOs")  and all  principal
payments go to a second class of holders ("Principal Only Securities" or "POs").
These securities are commonly referred to as mortgage-backed  security strips or
MBS strips. Stripped mortgage-related  securities have greater market volatility
than other types of  mortgage-related  securities in which the  Underlying  Bond
Funds may invest.  The yields to maturity  on IOs and POs are  sensitive  to the
rate of principal  payments  (including  prepayments) on the related  underlying
mortgage  assets and principal  payments may have a material  effect on yield to
maturity.  If the underlying mortgage assets experience greater than anticipated
prepayments  of principal,  an Underlying  Fund may not fully recoup its initial
investment in IOs. Conversely, if the underlying mortgage assets experience less
than anticipated prepayments of principal,  the yield on POs could be materially
adversely affected. The Underlying Bond Funds will treat IOs and POs as illiquid
securities  except for (i) IOs and POs 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 these Underlying Funds 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 NAV per share.

     Municipal Securities. The Underlying Funds may invest up to 5% of their net
assets in  fixed-income  securities  issued by states,  counties and other local
governmental   jurisdictions,    including   agencies   of   such   governmental
jurisdictions, within the United States.

     Options.  The Underlying Funds' (other than the U.S. Government Money Fund)
may purchase put and call options and write (sell)  "covered"  put and "covered"
call  options.  The  Underlying  Domestic  Equity  Funds may  purchase and write
options on stocks and stock  indices.  These  options  may be traded on national
securities exchanges or in the OTC market.  Options on a stock index are similar
to  options  on stocks  except  that  there is no  transfer  of a  security  and
settlement is in cash.  The Underlying  Domestic  Equity Funds may write covered
put and call  options to  generate  additional  income  through  the  receipt of
premiums,  purchase  put options in an effort to protect the value of a security
that it owns against a decline in market  value and purchase  call options in an
effort to protect  against an increase in the price of  securities it intends to
purchase.  The Underlying  International  Fund may purchase and write options on
currencies.  Currency options may be either listed on an exchange or traded OTC.
Options on  currencies  are similar to options on stocks except that there is no
transfer of a security and settlement is in cash.  The Underlying  International
Fund may write covered put and call options on currencies to generate additional
income  through the receipt of  premiums,  purchase  put options in an effort to
protect  the value of a  currency  that it owns  against a decline  in value and
purchase  call options in an effort to protect  against an increase in the price
of  currencies  it intends  to  purchase.  The  currency  options  are traded on
national currency exchanges,  the OTC market and by large  international  banks.
The Underlying  International Fund may trade options on international  stocks or
international  stock indices in a manner  similar to that described  above.  The
Underlying  Bond  Funds  may  purchase  and  write  options  on U.S.  Government
securities.  The Underlying Bond Funds may write covered put and call options to
generate  additional  income  through the receipt of premiums,  may purchase put
options  in an effort to protect  the value of  securities  in their  portfolios
against a decline  in market  value and  purchase  call  options in an effort to
protect  against an increase in the price of securities they intend to purchase.
All options on U.S.  Government  securities  purchased or sold by the Underlying
Bond Funds  will be traded on U.S.  securities  exchanges  or will  result  from
separate, privately negotiated transactions with a primary government securities
dealer recognized by the Board of Governors of the Federal Reserve System.

     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
Underlying Fund owns the optioned securities or the Underlying Fund maintains in
a segregated  account with Accessor  Funds'  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
Underlying Fund owns an offsetting call option. When an Underlying Fund 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 Underlying  Fund 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 an
Underlying Fund deposits with Accessor Funds' 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  Underlying  Funds 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 the Nasdaq Stock Market.  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  Underlying
Funds. 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 Underlying Funds would
lose the premium paid for the option as well as any  anticipated  benefit of the
transaction.  Consequently, the Underlying Funds 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 staff of 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 Underlying  Funds 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 Underlying Fund exceed 25% of its net
assets  other than OTC options and assets used as cover for written OTC options.
Furthermore, the Underlying Funds 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 Underlying  Fund'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 Underlying
Fund  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 Underlying Fund 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  that  provides  a
secondary market for an option of the same series. Although the Underlying Funds
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  Underlying  Fund 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  Underlying  Fund 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 Underlying Funds intend to purchase and sell only those options that
are cleared by clearinghouses  whose facilities are considered to be adequate to
handle the volume of options transactions.

     Privately-Issued  STRIP  Securities.  The  Underlying  Funds 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.

     Real Estate-Related  Securities.  Publicly traded REITs generally engage in
acquisition,  development,  marketing, operating and long-term ownership of real
property.  A publicly traded REIT meeting certain  asset-income and distribution
requirements  will  generally  not be  subject  to  federal  taxation  on income
distributed to its shareholders.

     Repurchase  Agreements.  A repurchase agreement is an agreement under which
an  Underlying  Fund  purchases a  fixed-income  security,  generally a security
issued by the U.S.  Government or an agency thereof, a banker's  acceptance or a
certificate  of  deposit,  from a  commercial  bank,  or broker or  dealer,  and
simultaneously  agrees to sell the security  back to the  original  seller at an
agreed upon price and date  (normally,  the next business  day).  The securities
purchased by the Underlying  Fund will have a total value in excess of the value
of the repurchase agreement and will be held by Fifth Third Bank, the Underlying
Funds' custodian (the "Custodian"), either physically or in a book-entry system,
until   repurchased.   Repurchase   agreements   will  at  all  times  be  fully
collateralized by U.S. Government securities or other collateral,  such as cash,
in an amount at least equal to the repurchase price,  including accrued interest
earned on the underlying securities,  and the securities held as collateral will
be valued daily,  and as the value of the  securities  declines,  the Underlying
Fund will require  additional  collateral.  If the party  agreeing to repurchase
should  default  and if the  value of the  collateral  securing  the  repurchase
agreements  declines below the repurchase price, the Underlying Fund may incur a
loss.   Repurchase   agreements  carry  certain  risks  associated  with  direct
investments in securities,  including  possible  declines in the market value of
the underlying  securities  and delays and costs to the  Underlying  Fund if the
counterparty to the repurchase  agreement becomes bankrupt or otherwise fails to
deliver  securities.  Repurchase  agreements  assist an Underlying Fund in being
invested fully while retaining "overnight" flexibility in pursuit of investments
of a longer-term  nature.  Each Underlying Fund will limit repurchase  agreement
transactions to counterparties who meet  creditworthiness  standards approved by
the  Board of  Directors,  which  include  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.  See "Investment  Restrictions,
Policies and Risk Considerations - Illiquid Securities."

     Reverse  Repurchase  Agreements and Dollar Rolls.  Each Underlying Fund may
enter into reverse repurchase agreements. A reverse repurchase agreement has the
characteristics  of borrowing  and is a transaction  whereby an Underlying  Fund
sells and simultaneously  agrees to repurchase a portfolio security to a bank or
a broker-dealer  in return for a percentage of the portfolio  security's  market
value.  The Underlying Fund retains the right to receive  interest and principal
payments.  At the agreed upon future date, the Underlying  Fund  repurchases the
security by paying an agreed upon purchase price plus  interest.  The Underlying
Bond Funds may also enter into dollar rolls in which the  Underlying  Funds 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
Underlying  Funds forego  principal  and interest  paid on the  securities.  The
Underlying  Funds 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 an Underlying Fund enters into reverse repurchase agreements or
dollar  rolls,  the  Underlying  Fund will  establish  or maintain a  segregated
account with a custodian approved by the Board of Directors,  containing cash or
liquid assets  having an aggregate  value,  measured on a daily basis,  at least
equal in value to the repurchase price including any accrued  interest.  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 Underlying  Fund has sold but is obligated to repurchase.  In the
event the counterparty to a reverse repurchase agreement files for bankruptcy or
becomes  insolvent,  the  Underlying  Fund'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 Underlying  Funds for purposes of the percentage  limitations  applicable to
borrowings.

         Rights and Warrants.  Warrants are instruments that 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.  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."

     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 Underlying Bond Funds 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
Underlying  Bond Funds  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 Underlying Bond Funds 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.

     Rule 144A Securities. Each Underlying Fund may purchase securities that are
not  registered  under the  Securities  Act, but that can be sold to  "qualified
institutional  buyers" in  accordance  with Rule 144A under the  Securities  Act
("Rule 144A  Securities").  In addition to an adequate trading market, the Board
will also consider  factors such as trading  activity,  availability of reliable
price information and other relevant  information in determining  whether a Rule
144A  Security  is liquid.  This  investment  practice  could have the effect of
increasing the level of  illiquidity in the Underlying  Funds to the extent that
qualified institutional buyers become uninterested for a time in purchasing Rule
144A  Securities.  The Board  will  carefully  monitor  any  investments  by the
Underlying Fund in Rule 144A Securities.

     Rule 144A  securities  may involve a high degree of business and  financial
risk and may result in substantial  losses.  These securities may be less liquid
than  publicly  traded  securities,  and an  Underlying  Fund may take longer to
liquidate these positions than would be the case for publicly traded securities.
Although these  securities may be resold in privately  negotiated  transactions,
the price realized from these sales could be less than those  originally paid by
an Underlying Fund. Further,  companies whose securities are not publicly traded
may not be subject to the disclosure and other investor protection  requirements
that would be applicable if their securities were publicly traded.

     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 Underlying Funds, however,  could affect adversely the marketability of such
Underlying  Funds' securities and,  consequently,  the Underlying Funds 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.

     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).

     Securities  Lending.  Consistent with applicable  regulatory  requirements,
each Underlying Fund,  pursuant to a securities lending agency agreement between
the lending agent and the Underlying Fund, 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  Underlying  Fund's  net
assets,  currently  33-1/3%.  Such  loans  must be  callable  at any time by the
Underlying Fund and at all times be secured by cash, U.S. Government securities,
irrevocable  letters of credit or such other  equivalent  collateral  that is at
least equal to the market value, determined daily, of the loaned securities. The
Underlying  Fund will receive the collateral in an amount equal to at least 102%
(in the case of domestic securities) or 105% (in the case of foreign securities)
of the current market value of the loaned securities plus accrued interest. Cash
collateral received by the Underlying Fund will be invested in any securities in
which the Underlying  Fund is authorized to invest.  The advantage of such loans
is that the Underlying  Fund 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  that  will  be  invested  in  short-term
obligations.

     A loan may be terminated by the borrower on one business day's notice or by
the Underlying Fund at any time. If the borrower fails to maintain the requisite
amount of collateral, the loan automatically terminates, and the Underlying Fund
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 and under
the general  supervision  of the Board of  Directors,  as  monitored by Accessor
Capital and the lending  agent.  On  termination  of the loan,  the  borrower is
required to return the securities to the  Underlying  Fund, and any gain or loss
in the market price during the loan would be borne by the Underlying Fund.

     Since voting or consent rights which  accompany  loaned  securities pass to
the borrower, the Underlying Fund 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  Underlying  Fund's
investment in the  securities  which are the subject of the loan. The Underlying
Fund  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.

     Short Sales Against-the-Box. Short sales against-the-box are short sales of
securities that an Underlying  Fund owns or has the right to obtain  (equivalent
in kind and amount to the securities  sold short).  Each  Underlying Fund (other
than the U.S.  Government  Money  Fund) may make such sales or  maintain a short
position,  provided  that  at all  times  when a short  position  is  open,  the
Underlying  Fund sets aside in a segregated  custodial  account  while the short
sales  remains  outstanding  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.

     Special Risks of Hedging and Income Enhancement  Strategies.  Participation
in the options or futures markets and in currency exchange transactions involves
investment risks and transaction  costs to which an Underlying Fund would not be
subject absent the use of these strategies.  If the Money Manager's  predictions
of movements in the direction of the securities,  foreign  currency and interest
rate markets are inaccurate, the adverse consequences to the Underlying Fund may
leave the Underlying  Fund in a worse position than if such  strategies were not
used.  Risks  inherent  in the use of  options,  foreign  currency  and  futures
contracts and options on futures contracts include:  (1) dependence on the Money
Manager's  ability to predict  correctly  movements in the direction of interest
rates, securities prices and currency markets; (2) imperfect correlation between
the price of options and futures  contracts and options thereon and movements in
the prices of the  securities  being hedged;  (3) the fact that skills needed to
use these  strategies  are  different  from  those  needed  to select  portfolio
securities;  (4) the  possible  absence  of a liquid  secondary  market  for any
particular  instrument at any time;  (5) the possible  need to raise  additional
initial  margin;  (6) in the case of futures,  the need to meet daily  margin in
cash; and (7) the possible need to defer closing out certain hedged positions to
avoid adverse tax consequences.

     Temporary Defensive Policies. If, in the opinion of Accessor Capital and/or
the Money Manager, as applicable,  market or economic  conditions  warrant,  the
Underlying Funds may adopt a temporary defensive strategy.

     During these times, the average dollar weighted  duration of the Underlying
Intermediate Fixed-Income Fund may fall below three years, or rise to as high as
fifteen years and the Underlying  Short-Intermediate  Fixed-Income Fund may fall
below  one  year,  or rise  to as high as  fifteen  years.  In such  event,  the
Underlying  Funds will be subject to greater or less risk  depending  on whether
average  dollar  weighted  duration is increased or decreased.  At any time that
these  Underlying  Funds' average  dollar  weighted  duration is increased,  the
Underlying  Funds are  subject to greater  risk,  since at higher  durations  an
Underlying  Fund's  asset  value is more  significantly  impacted  by changes in
prevailing interest rates than at lower durations. Likewise, when the Underlying
Fund's average dollar  weighted  duration is decreased,  the Underlying  Fund is
subject to less risk, since at lower durations an Underlying  Fund's asset value
is less significantly  impacted by changes in prevailing  interest rates than at
higher durations. When Accessor Capital and/or the Money Manager determines that
a  temporary  defensive  strategy  is no  longer  needed,  investments  will  be
reallocated to return the Underlying  Funds to their  designated  average dollar
weighted duration.

     U.S. Government  Securities.  The types of U.S.  Government  obligations in
which the Underlying Funds 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).  In the case of securities not backed by the full faith and credit of the
United States,  the Underlying Fund must look  principally to the agency issuing
or  guaranteeing  the obligation  for ultimate  repayment and may not be able to
assert a claim against the United States if the agency or  instrumentality  does
not meet its  commitments.  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
Underlying  Funds  may  purchase  U.S.  Government   obligations  on  a  forward
commitment basis.

     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 Fund 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 Underlying  Funds 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 an Underlying Fund to invest fluctuating
amounts, which may change daily without penalty, pursuant to direct arrangements
between the Underlying Fund, 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,  an Underlying Fund'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  that 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 Underlying  Fund may invest.  The
Money  Manager of an  Underlying  Fund will  consider  on an  ongoing  basis the
creditworthiness  of the  issuers  of the  floating  and  variable  rate  demand
obligations held by the Underlying Fund.

     Zero-Coupon Securities. A zero-coupon security has no cash-coupon payments.
Instead,  the issuer  sells the  security  at a  substantial  discount  from its
maturity value.  The interest  equivalent  received by the investor from holding
this security to maturity is the  difference  between the maturity value and the
purchase  price.   Zero-coupon  securities  are  more  volatile  than  cash  pay
securities.  The Underlying Fund accrues income on these securities prior to the
receipt  of  cash   payments.   The   Underlying   Fund  intends  to  distribute
substantially  all of its income to its shareholders to qualify for pass-through
treatment under the tax laws and may,  therefore,  need to use its cash reserves
to satisfy distribution requirements.

                             MANAGEMENT OF THE FUNDS

     The  Board  of  Directors  is  responsible  for  overseeing  generally  the
operation of Accessor  Funds.  The officers are  responsible  for the day-to-day
management and administration of Accessor Funds' 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**         57    Director, President and       Director   and   President,    Accessor
    1420 Fifth Avenue                       Principal Executive Officer   Capital   Corporation,   since   August
    Seattle, WA                                                           2000;   Executive  Director,   Accessor
                                                                          Capital  Management  L.P.  since  April
                                                                          1991;   President,   Accessor   Capital
                                                                          Management   Associates,   Inc.   since
                                                                          April  1991;  Director  and  President,
                                                                          Northwest Advisors, Inc. since 1990.

    George G. Cobean, III             62    Director                      Partner,     Martinson,     Cobean    &
    1607 South 341st Place                                                Associates,   P.S.   (certified  public
    Federal Way, WA                                                       accountants) since 1973.

    Geoffrey C. Cross                 60    Director                      President,   Geoffrey  C.  Cross  P.S.,
    252 Broadway                                                          Inc.,  (general  practice of law) since
    Tacoma, WA                                                            1970.

    Ravindra A. Deo                   37    Vice President,               Director   and   Secretary,    Accessor
    1420 Fifth Avenue                       Treasurer and                 Capital   Corporation,   since   August
    Seattle, WA                             Principal Financial           2000;   Director  and  Vice  President,
                                            and Accounting Officer        Northwest  Advisors,  Inc.  since  July
                                                                          1993;    Vice   President   and   Chief
                                                                          Investment  Officer,  Accessor  Capital
                                                                          Management L.P. since January 1992.

    Linda V. Whatley**                42    Vice President and            Treasurer of Northwest  Advisors,  Inc.
    1420 Fifth Avenue                       Assistant Secretary           since   July  1993;   Vice   President,
                                                                          Accessor  Capital  Management  LP since
                                                                          April 1991; Secretary  since April 1991
                                                                          and Director  and Treasurer  since June
                                                                          1992  of  Bennington Capital Management
                                                                          Associates, Inc.

    Robert J. Harper                  56    Vice President                Director   and   Treasurer,    Accessor
    1420 Fifth Avenue                                                     Capital   Corporation,   since   August
    Seattle, WA                                                           2000;   Director  and  Vice  President,
                                                                          Northwest    Advisers,    Inc.    since
                                                                          November  1995;  Director  of Sales and
                                                                          Client   Service,    Accessor   Capital
                                                                          Management L.P. since October 1993.

    Christine J. Stansbery            48    Secretary                     Secretary,   Northwest  Advisers,  Inc.
    1420 Fifth Avenue                                                     since   May,   1999;   Assistant   Vice
    Seattle, WA                                                           President-Compliance since January 1997
                                                                          Regulatory Manager from  March  1996 to
                                                                          December  1996,   Legal  Assistant from
                                                                          March  1993 to  March  1996 at Accessor
                                                                          Capital Management LP
  </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 Accessor Funds to the
Directors during the fiscal year ended December 31, 1999:

                               COMPENSATION TABLE
<TABLE>
<CAPTION>                                          Pension or                               Total
                                Aggregate          Retirement          Estimated       Compensation from         Total
                               Compensation      Benefits Accrued        Annual        Underlying Funds     Compensation from
                              from Accessor     as part of Company    Benefits upon     Paid to Board         Funds paid to
                              Funds Complex*        Expenses           Retirement          Members            Board Members**
                              --------------        --------          ------------        ---------          ----------------

         Director
<S>                                <C>                 <C>                <C>               <C>                   <C>
J. Anthony Whatley III             None                None               None              None                  None
George G. Cobean III             $17,000               None               None            $17,000                 None
Geoffrey C. Cross                $17,000               None               None            $17,000                 None
</TABLE>
----------
*The Accessor  Underlying Funds Complex consist of the nine Underlying Funds and
six Funds.

 **The Funds were not in operation at December 31, 1999.

     Directors who are not "interested  persons" of Accessor Funds are paid fees
of $3,000 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 Accessor  Funds so request,  they will be deemed to
have resigned from the Board of Directors at the same time their employment with
Accessor Capital terminates.  Accessor Fund's officers and employees are paid by
Accessor Capital and receive no compensation from Accessor Funds.

               CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

     As of November 27, 2000,  there were no owners,  of record or beneficially,
of 5% or more of the shares of the Funds.

     As of November 27,  2000,  none of the  Directors  and officers of Accessor
Funds, as a group, beneficially owned more than 1% of the shares of each Fund.


     If a meeting of the shareholders  were called,  the owners of 5% or more of
the shares,  if voting  together,  may, as a practical  matter,  have sufficient
voting  power to exercise  control  over the  business,  policies and affairs of
Accessor  Funds and, in general,  determine  certain  corporate or other matters
submitted  to the  shareholders  for  approval,  such as a change in the  Funds'
investment  policies,  all of which may  adversely  affect the NAV of a Fund. As
with any mutual fund,  certain  shareholders of a Fund could control the results
of  voting  in  certain  instances.  For  example,  a vote by  certain  majority
shareholders changing the Fund'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 Funds'  day-to-day  operations  are performed by separate  business
organizations  under contract to Accessor Funds. The principal service providers
are:

     Manager, Administrator, Transfer Agent,      Accessor Capital Management LP
     Registrar and Dividend Disbursing Agent

     Custodian and Fund Accounting Agent          The Fifth Third Bank, N.A.

     Manager,  Administrator,  Transfer Agent, Registrar and Dividend Disbursing
Agent. Accessor Capital is the manager and administrator of the Underlying Funds
as well as the Funds,  pursuant to separate Management  Agreements with Accessor
Funds.  Accessor  Capital  provides or  oversees  the  provision  of all general
management,   administration,   investment  advisory  and  portfolio  management
services for Accessor  Funds.  Accessor  Capital  provides  Accessor  Funds with
office  space  and  equipment,  and  the  personnel  necessary  to  operate  and
administer  each Fund's  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 Funds,  selects  Money  Managers of the  Underlying
Funds  (subject to approval by the Board of Directors),  allocates  assets among
Money  Managers of the  Underlying  Funds,  monitors the Money  Managers' of the
Underlying Funds investment  programs and results,  and may exercise  investment
discretion  over the  Underlying  Funds and assets  invested  in the  Underlying
Funds' liquidity reserves, or other assets not assigned to a Money Manager of an
Underlying  Fund.  Accessor  Capital  currently  invests  all the  assets of the
Underlying U.S.  Government Money Fund.  Accessor Capital  exercises  investment
discretion over the Funds and the assets invested in the Funds. Accessor Capital
also acts as the Transfer  Agent,  Registrar and Dividend  Disbursing  Agent for
Accessor Funds and provides certain  administrative  and compliance  services to
Accessor Funds.

     Under  the  Management  Agreements,  Accessor  Capital  has  agreed  not to
withdraw  from  Accessor  Funds the use of Accessor  Funds'  name.  In addition,
Accessor  Capital  may not grant the use of a name  similar to that of  Accessor
Funds to another investment company or business enterprise without,  among other
things, first obtaining the approval of Accessor Funds' shareholders.

     The  Management  Agreement  with the  Funds  was  approved  by the Board of
Directors  including all of the Directors  who are not  "interested  persons" of
Accessor  Funds and who have no direct or  indirect  financial  interest  in the
Management  Agreement on November 16, 2000,  and by the sole  shareholder of the
Funds on ____________, 2000.

     The current Management  Agreement with the Underlying Funds was approved by
the Board of Directors  including all of the  Directors who are not  "interested
persons" of Accessor Funds and who have no direct or indirect financial interest
in the  Management  Agreement  on June  17,  1992,  by the  shareholders  of the
Underlying Growth Fund, Underlying Value Fund (formerly referred to as Value and
Income Portfolio), Underlying Small to Mid Cap Fund (formerly referred to as the
Small Cap Portfolio) and Underlying  International Equity Fund on June 17, 1992,
and by the shareholders of the Underlying Short-Intermediate  Fixed-Income Fund,
Underlying  Intermediate  Fixed-Income Fund, Underlying Mortgage Securities Fund
and  Underlying  U.S.  Government  Money  Fund on  August  3,  1992 and the sole
shareholder  of the  Underlying  High  Yield  Bond  Fund  on May  1,  2000.  The
Management  Agreement with the Underlying Funds has been renewed by the Board of
Directors  including all of the Directors  who are not  "interested  persons" of
Accessor  Funds and who have no direct or  indirect  financial  interest  in the
Management Agreement of the Underlying Funds each year, most recently on May 28,
1997, May 20, 1998 and May 7, 1999.

     The general  partners of Accessor  Capital are  Northwest  Advisors,  Inc.,
Bennington Management Associates, Inc. and Accessor Capital Corporation,  all of
which are Washington corporations.  The sole limited partner of Accessor Capital
Management LP is Zions Investment Management, Inc., a wholly-owned subsidiary of
Zions First National Bank, N.A. The managing general partner of Accessor Capital
Management,  LP is  Accessor  Capital  Corporation,  which is  controlled  by J.
Anthony  Whatley,  III.  The mailing  address of Accessor  Capital is 1420 Fifth
Avenue, Suite 3600, Seattle, Washington 98101.


     Accessor  Capital's Fees. Each Fund pays Accessor Capital a fee equal on an
annual basis to 0.10% of the Fund's average daily net assets. In addition to the
Management Fee paid to Accessor  Capital,  the Funds bear their pro rata portion
of the fees and expenses of the Underlying Funds, including management fees. The
management fees paid by the Underlying  Funds are described in the  prospectuses
and Statement of  Additional  Information  of the  Underlying  Funds.  The Funds
commenced operation on or about December 20, 2000.

     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
Underlying  Funds' assets since October,  1996,  and the Funds assets  beginning
with their  commencement  of operation on or about December 1, 2000.  Through an
agreement  between  Fifth  Third and  Accessor  Funds 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 each Fund and is
authorized  to  deposit  securities  in  securities  depositories  or to use the
services of  sub-custodians.  Fifth Third is paid by the Funds an annual fee and
also  is  reimbursed  by  Accessor  Funds  for  certain  out-of-pocket  expenses
including postage, taxes, wires,  stationery and telephone.  Fifth Third acts as
Custodian for investors of the Funds with respect to the  individual  retirement
accounts  ("IRA  Accounts").  Fifth  Third  also  provides  basic  recordkeeping
required by each of the Funds for regulatory and financial  reporting  purposes.
Fifth Third is paid by the Funds an annual fee plus specified transactions costs
per Fund for these  services,  and is reimbursed  by Accessor  Funds for certain
out-of-pocket   expenses  including  postage,   taxes,  wires,   stationery  and
telephone.

     Independent  Auditors.  Deloitte & Touche LLP, Two World Financial  Center,
New York, New York, 10281, serves as each Fund's independent auditor and in that
capacity audits the Funds' annual financial statements.

     Fund  Counsel.  Kirkpatrick  &  Lockhart  LLP,  75  State  Street,  Boston,
Massachusetts 02109.


                                 FUND EXPENSES

     The Funds have applied to the  Securities  and Exchange  Commission  for an
exemptive order that will permit the Funds to enter into an agreement  ("Expense
Agreement") with the Underlying Funds under which the Underlying Funds will bear
the Funds' miscellaneous expenses,  including transfer agency, professional fees
and other fees and expenses of the Funds.  As a result,  the Funds do not expect
to bear directly any such expenses, although the Funds will indirectly bear such
expenses through their investments in the Underlying Funds.

     Accessor Capital provides transfer agent, registrar and dividend disbursing
agent  services to each Fund  pursuant to a Transfer  Agency  Agreement  between
Accessor Capital and Accessor Funds.  Sub-transfer agent and compliance services
previously provided by Accessor Capital under the  Sub-Administration  Agreement
are provided to the Funds under the Transfer Agency Agreement.  Accessor Capital
also  provides  certain  administrative  and  recordkeeping  services  under the
Transfer Agency  Agreement.  For providing these services,  the Underlying Funds
will pay to Accessor Capital  pursuant to the Expense  Agreement (i) a fee equal
to 0.13% of the  average  daily net assets of each Fund of Accessor  Funds,  and
(ii) a  transaction  fee of $0.50  per  transaction.  Accessor  Capital  is also
reimbursed  by  Accessor  Funds for  certain  out-of-pocket  expenses  including
postage, taxes, wire transfer fees, stationery and telephone expenses.

The  Underlying  Funds pay all of their  operating  expenses  other  than  those
expressly  assumed by Accessor Capital.  In addition,  the Underlying Funds have
agreed to pay pursuant to the Expense Agreement  certain  operating  expenses of
the Funds.  Accessor  Funds'  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 Fund Accounting  agent; (d) expenses of obtaining  quotations
for calculating  the value of Accessor Funds' assets;  (e) expenses of obtaining
Accessor Fund activity reports and analyses for each Accessor Fund; (f) expenses
of  maintaining  each  Accessor  Fund's  tax  records;  (g)  salaries  and other
compensation of any of Accessor Funds' 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  Accessor  Funds;  (i)
brokerage  fees and  commissions  in  connection  with the  purchase and sale of
portfolio  securities for the Accessor Funds; (j) costs,  including the interest
expense,  of borrowing  money; (k) costs and/or fees incident to meetings of the
Accessor Funds,  the preparation and mailings of prospectuses and reports of the
Accessor  Funds to their  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 the
Accessor  Funds'  shares  for sale;  (m) costs of  printing  stock  certificates
representing  shares of the Accessor Funds;  (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 Accessor Funds 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 and 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 Accessor Funds'  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 a Accessor  Fund's  assets.  The
Underlying  Funds and the Funds are each responsible for paying their respective
management fee to Accessor  Capital.  Additionally,  the Underlying  Funds pay a
Basic Fee and Fund  Management  Fee in the first  five  quarters  of  investment
operations to the applicable Money Managers of the Underlying Funds, and a Basic
Fee and/or Performance Fee in the sixth quarter of investment  operations to the
applicable Money Managers of the Underlying  Funds,  more fully described in the
Underlying Funds prospectuses and Statement of Additional  Information.  Certain
expenses  attributable  to  particular  Underlying  Funds are  charged  to those
Underlying  Funds,  and other expenses are allocated among the Underlying  Funds
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

     On February 19, 1998, the Board of Directors of Accessor Funds on behalf of
the Underlying  Funds,  adopted a Rule 18f-3 Plan and established two classes of
shares for the Funds,  the Advisor  Class and the Investor  Class.  The Board of
Directors  of  Accessor  Funds,  including  a  majority  of  the  non-interested
Directors (as defined in the  Investment  Company  Act),  voted in person at the
Board  meeting on February  15,  2000,  to adopt an Amended Rule 18f-3 Plan (the
"Amended  Multi-Class Plan") pursuant to Rule 18f-3 under the Investment Company
Act. The Directors  determined that the Amended  Multi-Class Plan is in the best
interests of each class individually and Accessor Funds as a whole. The Board of
Directors  of  Accessor  Funds,  including  a  majority  of  the  non-interested
Directors (as defined in the  Investment  Company  Act),  voted in person at the
Board  meeting on November  16,  2000,  to adopt an Amended Rule 18f-3 Plan (the
"Amended  Multi-Class Plan") pursuant to Rule 18f-3 under the Investment Company
Act to include the Funds. The Directors  determined that the Amended Multi-Class
Plan is in the best  interests  of each  class  of the  Funds  individually  and
Accessor Funds as a whole.

     Under the  Amended  Multi-Class  Plan,  shares  of each  class of each Fund
represent an equal pro rata interest in such Fund 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 Amended  Multi-Class Plan, Accessor Funds, on behalf of
each Fund's Investor Class Shares,  has adopted a Distribution  and Service Plan
and an  Administrative  Services Plan, each as described below.  Pursuant to the
appropriate  plan,  Accessor  Funds 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 and
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 Accessor  Funds
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  Amended  Multi-Class  Plan,  Accessor  Funds has not
adopted a Distribution and Service Plan or Administrative  Services Plan for the
Advisor Class Shares of the Funds or the Underlying Funds.  Advisor Class Shares
shall be offered by Accessor Funds at NAV with no  distribution,  shareholder or
administrative service fees paid by the Advisor Class Shares of the Funds or the
Underlying Funds.  Advisor Class Shares are offered directly from Accessor Funds
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.  Accessor  Funds,  on behalf of the Advisor Class
Shares of the Funds and the Underlying  Funds,  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 and Service Plan.  Accessor Funds has amended its Distribution
and Service Plan (the  "Distribution  and Service Plan") under Rule 12b-1 ("Rule
12b-1") of the  Investment  Company Act to include the Investor  Class Shares of
each Fund. Under the terms of the Distribution and Service Plan,  Accessor Funds
is permitted,  out of the assets  attributable  to the Investor  Class Shares of
each  Fund (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 distribution services,  including
but 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 Accessor Funds
to  prospective  holders  of  Investor  Class  Shares;  (d)  costs  involved  in
preparing,  printing and distributing  sales  literature  pertaining to Accessor
Funds and (e) costs  involved in obtaining  whatever  information,  analyses and
reports with respect to marketing and promotional activities that Accessor Funds
may, from time to time, deem advisable (the "Distribution  Services").  Pursuant
to the  Distribution  and  Service  Plan,  each Fund may also make  payments  to
Service Organizations who provide non-distribution  related services,  including
but not limited to: personal and/or account maintenance services.  Such services
may include some or all of the following: (i) shareholder liaison services; (ii)
providing  information  periodically  to  Clients  showing  their  positions  in
Investor  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  Accessor  Funds  may
reasonably  request to the extent the Service  Organizations are permitted to do
so under applicable statutes, rules and regulations.

     Subject to the  limitations  of applicable law and  regulations,  including
rules of NASD, the payments made directly to third parties for such distribution
and service  related  costs or expenses,  shall be up to but not exceed 0.25% of
the average  daily net assets of the Funds  attributable  to the Investor  Class
Shares.  In the event the  Distribution  and  Service  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 Accessor  Funds
under the  Distribution  and Service Plan may also enter into an  Administrative
Services  Agreement with regard to its Investor Class Shares,  which will not be
subject to the terms of the Distribution and Service Plan.

     The  Distribution  and  Service  Plan may be  terminated  with  respect  to
Accessor  Funds 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  and Service Plan (the  "Qualified  Directors") or by the vote of a
majority of the outstanding  voting securities of the relevant class of Accessor
Funds.  Any change in the  Distribution  and Service Plan that would  materially
increase  the cost to the  class  of  shares  of  Accessor  Funds  to which  the
Distribution  Service Plan relates  requires  approval of the affected  class of
shareholders of Accessor Funds.  The  Distribution and Service Plan requires the
Board to review and approve the  Distribution  and Service Plan annually and, at
least  quarterly,  to receive and review written reports of the amounts expended
under  the  Distribution  and  Service  Plan and the  purposes  for  which  such
expenditures  were made. The  Distribution and Service Plan may be terminated at
any time upon a vote of the Qualified Directors.


     Defensive  Distribution  Plan. The Board of Directors of Accessor Funds, on
behalf  of  the  Funds  adopted  a  Defensive   Distribution   Plan  ("Defensive
Distribution  Plan")  pursuant to Rule 12b-1 on  November  16,  2000.  Under the
Defensive Distribution Plan, if the payment of management fees or administration
fees by the Funds to  Accessor  Capital  Management  is  deemed  to be  indirect
financing  by a Fund  of  the  distribution  of  its  shares,  such  payment  is
authorized by the Plan. The Defensive Distribution Plan specifically  recognizes
that  Accessor  Capital  Management  may  use  its  past  profits  or its  other
resources,  including management fees paid to Accessor Capital Management by the
Funds  to pay for  expenses  incurred  in  connection  with  providing  services
intended  to  result  in the  sale of Fund  shares  and/or  shareholder  support
services.  In addition,  the Defensive  Distribution Plan provides that Accessor
Capital Management may pay significant amounts to intermediaries, such as banks,
broker-dealers  and  other  service-providers,   that  provide  those  services.
Currently, the Board of Directors has authorized such payments for the Funds.

     Administrative Services Plan. Accessor Funds has amended its Administrative
Services Plan to include the Investor Class Shares of the Funds whereby Accessor
Funds is  authorized  to  enter  into  Administrative  Service  Agreements  (the
"Agreements"),  the form of which has been approved by the Board of Directors of
Accessor Funds (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 Fund 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 Fund (the  "Administrative  Services  Fee")
beneficially  owned  by the  clients  of the  Service  Organizations.  Provided,
however,  that no Fund shall directly or indirectly pay any distribution related
amounts that will be allocated  under Accessor Funds'  Distribution  and Service
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
Accessor Funds,  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 Fund 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 Fund
necessary for such  services;  (vi) if required by law,  forwarding  shareholder
communications from the Fund (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 Fund 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  and  Service  Plan and the
Administrative  Services Plan will provide  benefits to Accessor  Funds and will
provide  benefits  to the Funds.  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  and Service 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
Accessor  Funds and (ii) those  Directors  who are not  "interested  persons" of
Accessor Funds (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 and Distribution and Service 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 and Service Plan provides that expenses payable under the
plan shall be accrued and paid monthly,  subject to the 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 or service related expenses.

                           VALUATION OF ACCESSOR FUNDS

Valuation of Funds
------------------

     The NAV per share of each class is calculated 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 2000 will be New Year's Day, Martin Luther King
Day,  Presidents' Day, Good Friday,  Memorial Day,  Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.

     Each Fund's liabilities are allocated among its classes.  The total of such
liabilities allocated to a class plus that classes distribution and/or servicing
fees and any other expenses specially  allocated to that class are then deducted
from the classes proportionate  interest in the Fund's assets, and the resulting
amount  for each  class  is  divided  by the  number  of  shares  of that  class
outstanding  to produce the classes "NAV" per share.  Generally,  for Funds that
pay income  dividends,  those  dividends  are  expected  to differ  over time by
approximately  the  amount  of  the  expense  accrual   differential  between  a
particular Fund's classes.

     Under certain circumstances, the per share NAV of the Investor Class Shares
of the Funds may be lower than the per share NAV 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 Funds that pay income
dividends, those dividends are expected to differ over time by approximately the
amount of the expense accrual differential between the classes.

     The assets of each Fund  consists  primarily of Advisor Class Shares of the
Underlying Funds which are valued at their respective NAVs.

Valuation of Underlying Funds
-----------------------------

     The NAV per share of each class is calculated 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 2000 will be New Year's Day, Martin Luther King
Day,  Presidents' Day, Good Friday,  Memorial Day,  Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.

     Portfolio securities are valued by various methods depending on the primary
market or  exchange on which they trade.  Most equity  securities  for which the
primary market is the United States are valued at last sale price or, if no sale
has occurred,  at the closing bid price.  Most equity  securities  for which the
primary  market is outside  the United  States  are  valued  using the  official
closing price or the last sale price in the  principal  market in which they are
traded. If the last sale price (on the local exchange) is unavailable,  the last
evaluated quote or closing bid price normally is used.

     Fixed-income  securities  and other assets for which market  quotations are
readily  available may be valued at market values determined by such securities'
most recent bid prices (sales prices if the principal  market is an exchange) in
the  principal  market in which  they  normally  are  traded,  as  furnished  by
recognized dealers in such securities or assets. Or, fixed-income securities and
convertible  securities may be valued on the basis of information furnished by a
pricing   service  that  uses  a  valuation   matrix  that   incorporates   both
dealer-supplied valuations and electronic data processing techniques.

     The Underlying International Fund's portfolio securities trade primarily on
foreign  exchanges  which may trade on Saturdays  and on days that the Fund does
not offer or redeem  shares.  The  trading of  portfolio  securities  on foreign
exchanges  on such days may  significantly  increase or decrease  the NAV of the
Fund's  shares  when the  shareholder  is not able to  purchase  or redeem  Fund
shares.

     Each Underlying  Fund's  liabilities  are allocated among its classes.  The
total of such  liabilities  allocated to a class plus that classes  distribution
and/or servicing fees and any other expenses  specially  allocated to that class
are then deducted from the classes proportionate  interest in the Fund's assets,
and the  resulting  amount  for each class is divided by the number of shares of
that class  outstanding to produce the classes "NAV" per share.  Generally,  for
Funds that pay income  dividends,  those  dividends  are expected to differ over
time by approximately the amount of the expense accrual  differential  between a
particular Fund's classes.

     Under certain circumstances, the per share NAV of the Investor Class Shares
of the  Underlying  Funds may be lower than the per share NAV of the  Underlying
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
Funds that pay income  dividends,  those  dividends  are expected to differ over
time by approximately the amount of the expense accrual differential between the
classes.

                            FUND TRANSACTION POLICIES

     Fund Turnover Rate. The portfolio turnover rate for each Fund 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 Fund  during  the  year.  For  purposes  of  determining  the  rate,  all
short-term securities are excluded.  The Funds have no restrictions on portfolio
turnover.  The Funds  will  purchase  or sell  securities  to:  (i)  accommodate
purchases  and sales of each  fund's  shares;  and (ii)  maintain  or modify the
allocation  of  each  fund's  assets  among  the  underlying  funds  within  the
percentage  limits  described   earlier.  A  high  turnover  rate  may  increase
transaction  costs and result in higher capital gain  distributions by the fund.
Trading may result in realization of net short-term capital gains that would not
otherwise be  realized.  Shareholders  are taxed on such gains when  distributed
from a Fund at ordinary income tax rates.  "See  "Dividends,  Distributions  and
Taxes."

     The Funds do not incur costs of  investing in  underlying  Funds but may if
investing in other securities. See discussion below for Underlying Funds.

Underlying Funds
----------------

     Generally,  securities are purchased for the  Underlying  Funds (other than
the  U.S.   Government   Money  Fund)  for  investment   income  and/or  capital
appreciation  and not for short-term  trading profits.  However,  the Underlying
Funds 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  an  Underlying  Fund  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.

     Underlying  Fund  Turnover  Rate.  The  portfolio  turnover  rate  for each
Underlying  Fund 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  Underlying  Fund during the year.  For
purposes of determining  the rate, all short-term  securities are excluded.  The
Underlying  Funds have no  restrictions  on portfolio  turnover.  The Underlying
Funds will purchase or sell securities to: (i)  accommodate  purchases and sales
of each fund's shares; and (ii) maintain or modify the allocation of each fund's
assets  among the  underlying  funds  within  the  percentage  limits  described
earlier.  A high  turnover  rate may  increase  transaction  costs and result in
higher capital gain distributions by the fund. Trading may result in realization
of  net  short-term   capital  gains  that  would  not  otherwise  be  realized.
Shareholders are taxed on such gains when distributed from an Underlying Fund at
ordinary income tax rates. "See "Dividends, Distributions and Taxes."

     The  Funds  invest  primarily  in the  Underlying  Funds  and do not  incur
commissions  or sales charges in  connection  with  investing in the  Underlying
Funds,  but they may incur such costs if they invest  directly in other types of
securities. The following is a description of the policy of the Underlying Funds
with respect to brokerage allocation and brokerage commissions:

     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 Funds.  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 Funds.  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
Accessor Funds. 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  Funds,  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 Accessor Funds.

     As a  general  matter,  each 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 Accessor  Funds,  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 Accessor Funds 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
Accessor Funds  determines that the commission cost is reasonable in relation to
the total quality and  reliability  of the brokerage and research  services made
available to Accessor Funds, or to Accessor  Capital for the benefit of Accessor
Funds 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 a Fund,  direct all or a portion of a Fund's  transactions
to brokers who pay a portion of that Fund's expenses.

     Accessor  Capital  does  not  expect  the  Funds  ordinarily  to  effect  a
significant  portion  of  the  Funds'  total  brokerage  business  with  brokers
affiliated  with  Accessor  Capital or their Money  Managers.  However,  a Money
Manager may effect  portfolio  transactions  for the Fund  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
Funds 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 Funds.  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  Fund  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  Underlying   Fixed-Income   Funds   generally  do  not  pay  brokerage
commissions.

                         CALCULATION OF FUND PERFORMANCE

     Information  about a Fund's  performance  is based on that  Fund's  (or its
predecessor's)  record to a recent date and is not  intended to indicate  future
performance.  From time to time,  the yield and total  return  for each class of
shares of the Funds may be included in advertisements or reports to shareholders
or prospective investors.  Quotations of yield for a Fund or class will be based
on the  investment  income per share (as defined by the SEC) during a particular
30-day (or one-month) period (including  dividends and interest),  less expenses
accrued  during the period ("net  investment  income"),  and will be computed by
dividing net investment income by the maximum public offering price per share on
the last day of the period.

     The total  return of the Funds may be included in  advertisements  or other
written  material.  When a  Fund's  total  return  is  advertised,  it  will  be
calculated for the past year, the past five years, and the past ten years (or if
the Fund has been offered for a period shorter than one, five or ten years, that
period  will be  substituted)  since the  establishment  of the  Fund.  Any fees
charged by Service Organizations  directly to their customers in connection with
investments  in the Funds are not  reflected in the Fund's total return and such
fees, if charged,  will reduce the actual return  received by customers on their
investment.

     The Funds may advertise their  performance in terms of total return,  which
is computed by finding the  compounded  rates of return over a period that would
equate  the  initial  amount  invested  to  the  ending  redeemable  value.  The
calculation  assumes that all dividends and  distributions are reinvested on the
reinvestment  dates  during  the  relevant  time  period  and  accounts  for all
recurring  fees.  The Funds may also include in  advertisements  data  comparing
performance with the performance of published editorial comments and performance
rankings  compiled  by  independent  organizations  (such as  Lipper  Analytical
Services,  Inc. or Morningstar,  Inc.) or entities or organizations  which track
the performance of investment  companies or investment advisers and publications
that monitor the  performance of mutual funds (such as Barron's,  Business Week,
Financial Times,  Forbes,  Fortune,  Inc.,  Institutional  Investor,  Investor's
Business Daily, Money, Morningstar,  Inc., Mutual Fund Magazine, Smart Money and
The Wall Street Journal).  Performance  information may be quoted numerically or
may be  presented in a table,  graph or other  illustration.  In addition,  Fund
performance  may  be  compared  to  well-known   unmanaged   indices  of  market
performance or other appropriate  indices of investment  securities or with data
developed  by Accessor  Funds or Accessor  Capital  derived  from such  indices.
Unmanaged indices (i.e.,  other than Lipper) generally do not reflect deductions
for administrative and management costs and expenses.  Fund performance may also
be  compared,  on a relative  basis,  to other  Funds of  Accessor  Funds.  This
relative comparison, which may be based upon historical Fund performance, may be
presented  numerically,  graphically or in text.  Fund  performance  may also be
combined or blended  with other  Accessor  Funds,  and that  combined or blended
performance  may be compared to the same Benchmark  Indices to which  individual
Funds are compared.  In addition,  Accessor  Funds may from time to time compare
the expense  ratio of the Funds to that of  investment  companies  with  similar
objectives and policies, based on data generated by Lipper or similar investment
services that monitor mutual funds.

     In reports or other  communications  to  investors or in  advertising,  the
Funds may discuss relevant  economic and market  conditions  affecting  Accessor
Funds. In addition,  Accessor Funds, Accessor Capital and the Money Managers may
render  updates of Fund  investment  activity,  which may  include,  among other
things,  discussion  or  quantitative  statistical  or  comparative  analysis of
portfolio  composition and significant  portfolio holdings including analysis of
holdings by sector,  industry,  country or geographic region, credit quality and
other  characteristics.  Accessor Funds may also describe the general biography,
work experience and/or  investment  philosophy or style of the Money Managers of
the Accessor Funds and may include quotations attributable to the Money Managers
describing  approaches  taken in  managing  each  Accessor  Funds'  investments,
research  methodology   underlying  stock  selection  or  each  Accessor  Funds'
investment  objective.  The Accessor  Funds may also  discuss  measures of risk,
including those based on statistical or econometric  analyses,  the continuum of
risk and return relating to different  investments  and the potential  impact of
foreign stocks on a portfolio otherwise composed of domestic securities.

                   CALCULATION OF FUND PERFORMANCE INFORMATION

     Yield  and  Total  Return  Quotations.  The  Funds  (other  than  the  U.S.
Government  Money Fund)  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 Funds,  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 Fund
are reinvested at the price stated in the Prospectuses on the reinvestment dates
during the period, and includes all recurring fees.

     Yields are computed by using standardized  methods of calculation  required
by the SEC. Yields for the Fixed-Income Funds 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 U.S. Government Money Fund computes its current annualized and compound
effective yields using standardized  methods required by the SEC. The annualized
yield for this Fund 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 Fund'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.

     Current  distribution  information  for the Investor Class Shares of a Fund
will be based on  distributions  for a specified  period (i.e.,  total dividends
from net investment income),  divided by the NAV 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
Fund 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

     Accessor Funds, on behalf of the Funds, has adopted a Code of Ethics, which
establishes  standards by which certain  covered  persons of Accessor Funds must
abide relating to personal securities trading conduct. Under the Code of Ethics,
covered persons (who include,  among others,  directors and officers of Accessor
Funds and  employees of Accessor  Funds and  Accessor  Capital),  are  generally
prohibited  from  engaging  in personal  securities  transactions  with  certain
exceptions as set forth in the Code of Ethics.  The Code of Ethics also contains
provisions  relating to the reporting of any personal  securities  transactions,
and requires that covered  persons shall place the interests of  shareholders of
Accessor Funds before their own.

                                 TAX INFORMATION

Taxation of the Funds
---------------------

     Each Fund,  which is treated as a separate  entity for  federal  income tax
purposes, has elected to be, and intends to qualify for treatment as a regulated
investment  company under the Code ("RIC").  That treatment relieves a Fund, but
not its shareholders,  from paying federal income tax on any investment  company
taxable income (generally  consisting of net investment income and the excess of
net  short-term  capital gain over net  long-term  capital loss) and net capital
gain (i.e., the excess of net long-term capital gain over net short-term capital
loss), if any, that are distributed to its shareholders.

     To  qualify  for  treatment  as a  RIC,  a  Fund  must  distribute  to  its
shareholders  for each  taxable  year at  least  90% of its  investment  company
taxable  income  (determined  without  regard to the  dividends-paid  deduction)
("Distribution Requirement") and must meet several additional requirements.  For
each Fund,  these  requirements  include the following:  (1) at least 90% of the
Fund'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 securities  or foreign  currencies,  or other income  (including
gains from options,  futures or forward  contracts)  derived with respect to its
business of investing in securities or those currencies ("Income  Requirement");
(2) at the close of each quarter of the Fund'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 RICs and other securities, with these
other securities  limited,  in respect of any one issuer, to an amount that does
not  exceed  5% of the  value of the  Fund's  total  assets  and  that  does not
represent more than 10% of the issuer's  outstanding voting securities;  and (3)
at the close of each quarter of the Fund's  taxable  year,  not more than 25% of
the value of its total  assets may be  invested in  securities  (other than U.S.
Government  securities  or securities of other RICs) of any one issuer or in two
or more issuers that the Fund controls and that are engaged in similar trades or
businesses.

     If any Fund failed to qualify for  treatment as a RIC for any taxable year,
(1) it would  be taxed as an  ordinary  corporation  on the full  amount  of its
taxable income for that year without being able to deduct the  distributions  it
makes  to its  shareholders  and (2) the  shareholders  would  treat  all  those
distributions,  including  distributions of net capital gain, as dividends (that
is,  ordinary  income) to the  extent of the Fund's  earnings  and  profits.  In
addition,  the  Fund  could be  required  to  recognize  unrealized  gains,  pay
substantial  taxes  and  interest  and  make  substantial  distributions  before
requalifying for RIC treatment.

     Each Fund will invest its assets  primarily in shares of Underlying  Funds,
and may also invest in cash and money market instruments.  Accordingly, a Fund's
income  will  consist of  distributions  from the  Underlying  Funds,  net gains
realized  from the  disposition  of Underlying  Fund shares and interest.  If an
Underlying  Fund  qualifies  for  treatment as a RIC -- each has done so for its
past  taxable  years and intends to continue to do so for its current and future
taxable  years  -- (1)  dividends  paid to a Fund  from  the  Underlying  Fund's
investment  company  taxable  income  (which may include net gains from  certain
foreign currency transactions) will be taxable to the Fund as ordinary income to
the extent of the Underlying  Fund's earnings and profits and (2)  distributions
paid to a Fund from the  Underlying  Fund's net capital  gain will be taxable to
the Fund as long-term  capital  gains,  regardless of how long the Fund has held
the Underlying  Fund's shares.  If a Fund purchases shares of an Underlying Fund
within 30 days before or after redeeming other shares of that Underlying Fund at
a loss (whether pursuant to a rebalancing of the Fund's portfolio or otherwise),
all or a part of the loss will not be  deductible  by the Fund and instead  will
increase its basis for the newly purchased shares.

     Although an Underlying Fund will be eligible to elect to  "pass-through" to
its  shareholders  (including a Fund) the benefit of the foreign tax credit with
respect to any foreign and U.S.  possessions  income  taxes it pays if more than
50% of the value of its total assets at the close of any taxable  year  consists
of  securities  of foreign  corporations,  a Fund will not  qualify to pass that
benefit  through to its  shareholders  because of its  inability to satisfy that
asset test.

     Each Fund will be subject to a  nondeductible  4% excise tax ("Excise Tax")
to the extent it fails to  distribute  by the end of any calendar  year at least
98% of the sum of its  ordinary  income for that year and 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 a Fund in
October,  November or December of any calendar year and payable to  shareholders
of record on a date in one of those  months  will be deemed to have been paid by
the Fund and  received  by the  shareholders  on December 31 of that year if the
dividends  are paid  during the  following  January.  Each Fund  intends to make
sufficient distributions to avoid the Excise Tax.

Taxation of the Shareholders - General
--------------------------------------

     All dividends out of a Fund's  investment  company  taxable  income will be
taxable as  ordinary  income to its  shareholders,  whether  received in cash or
reinvested in  additional  Fund shares.  Distributions  of net capital gain by a
Fund will be taxable to its  shareholders  as long-term  capital gains (i.e., as
gain  from  assets  held  for more  than  one year at the time of  disposition),
regardless of the length of time the  shareholders  have held their Fund shares.
The maximum tax rate on that gain for non-corporate  taxpayers generally is 20%.
A lower rate of 18% will apply after December 31, 2000, for assets that are held
for more than five years and are  acquired  after that date (unless the taxpayer
elects  to treat an asset  held on that  date as  having  been sold for its fair
market value on January 1, 2001). In the case of a non-corporate  taxpayer whose
ordinary income is taxed at a 15% rate, the 20% and 18% rates are reduced to 10%
and 8%, respectively. A corporation's net capital gain is taxed at the same rate
as its ordinary income.

     If Fund  shares are sold at a loss after being held for six months or less,
the loss will be treated as long-term,  instead of  short-term,  capital loss to
the extent of any capital gain distributions received thereon. Any loss realized
by a shareholder on a sale  (redemption) or exchange of shares of a Fund will be
disallowed to the extent the  shareholder  purchases  other shares of that Fund,
regardless of class, within 30 days before or after the disposition.

     A portion of the  dividends  from each Fund's  investment  company  taxable
income,  whether paid in cash or reinvested in  additional  Fund shares,  may be
eligible  for the  dividends-received  deduction  allowed to  corporations.  The
eligible portion of any Fund may not exceed its share of the aggregate dividends
received from domestic  corporations by each Underlying Fund that qualifies as a
RIC in which the Fund invests;  capital gain distributions thus are not eligible
for the deduction. Dividends received by a corporate shareholder and deducted by
it pursuant to the  dividends-received  deduction are subject  indirectly to the
federal alternative minimum tax. Corporate shareholders should consult their tax
advisers  regarding  other  requirements  applicable  to the  dividends-received
deduction.

     Any distribution paid shortly after an investor  purchases Fund shares will
reduce  the  NAV of  those  shares  by the  distribution  amount.  While  such a
distribution  is in effect a return of capital,  it is  nevertheless  subject to
federal  income tax.  This result may be  magnified  with respect to a Fund that
pays  dividends only once a year,  such as the  International  Fund.  Therefore,
prior to purchasing  shares of any Fund, an investor should  carefully  consider
the impact of distributions that are expected to be or have been announced.


Foreign Shareholders
--------------------

     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 a
Fund.

State and Local Taxes
---------------------

     Depending on the extent of a Fund's  activities in states and localities in
which it office is maintained, in which its agents are located or in which it is
otherwise deemed to be conducting business, it may be subject to the tax laws of
those  states  or  localities.  Furthermore,  the state  and  local  income  tax
treatment of a Fund and its  shareholders  with respect to  distributions by the
Fund may differ from the federal income tax treatment thereof.  Distributions to
shareholders may be subject to other state and local taxes as well.  Prospective
investors are advised to consult with their own tax advisors regarding the state
and local income and other tax treatment of an investment in a Fund.

     The  foregoing  is only a summary of certain tax  considerations  generally
affecting the Funds and their  shareholders  and is not intended as a substitute
for careful tax planning. Investors are urged to consult their tax advisers with
specific  reference  to  their  own  tax  situations.

                 ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

     Advisor Class Shares of the Funds may be purchased  directly from the Funds
with no sales charge or  commission.  Investors may also purchase  Advisor Class
Shares or  Investor  Class  Shares of the Funds from  intermediaries,  such as a
broker-dealer,  bank or other financial institutions. Such intermediaries may be
required to register as a dealer pursuant to certain states' securities laws and
may charge the investor a reasonable  service fee, no part of which will be paid
to the Funds.  Shares of the Funds will be sold at the NAV next determined after
an order is received and  accepted,  provided  that payment has been received by
12:00 p.m. Eastern Time on the following  business day. NAV is determined as set
forth above under "Valuation." All purchases must be made in U.S. dollars.

     Orders are accepted on each  business day. If Accessor  Capital  receives a
purchase  order for  shares of the U.S.  Government  Money  Fund and  investment
monies  are wired  prior to 9:00 a.m.  Pacific  time,  the  shareholder  will be
entitled to receive  that day's  dividend.  Neither  the Funds nor the  Transfer
Agent will be responsible for delays of wired proceeds due to heavy wire traffic
over the Federal Reserve System. Orders to purchase Fund shares must be received
by Accessor Capital prior to close of the New York Stock Exchange, normally 4:00
p.m.  Eastern  time,  on the day shares of those  Funds are  offered  and orders
accepted, or the orders will not be accepted and invested in the particular Fund
until the next day on which  shares of that Fund are  offered.  Payment  must be
received by 12:00 p.m.  Eastern  time on the next  business  day.  Shares may be
bought or sold through  financial  intermediaries  who are authorized to receive
purchase  and  redemption  orders  on  behalf  of  the  Funds.  These  financial
intermediaries  are  authorized  to  designate  their agents and  affiliates  to
receive these  orders,  and a Fund will be deemed to have received a purchase or
redemption order when the order is received by the financial  intermediary.  The
order will be priced at the NAV next computed after the order is received.

     Each Fund reserves the right to suspend the offering of shares for a period
of time. The Funds also reserve the right to reject any specific purchase order,
including certain  purchases by exchange.  Purchase orders may be refused if, in
Accessor Capital's opinion, they would disrupt management of a Fund. A Fund also
reserves  the right to refuse  exchange  purchases by any person or group if, in
Accessor  Capital's  judgment,  a Fund  would be  unable  to  invest  the  money
effectively in accordance with its investment  objective and policies,  or would
otherwise potentially be adversely affected.

     Investor  Class  Shares  are  expected  to be  available  through  industry
recognized  service providers of fund supermarkets or similar programs ("Service
Organizations")  that require customers to pay either no or low transaction fees
in connection  with purchases or redemptions.  Certain  features of the Investor
Class Shares, such as the initial and subsequent investment minimums, redemption
fees and  certain  trading  restrictions,  may be  modified or waived by Service
Organizations.  Service  Organizations may impose  transaction or administrative
charges or other direct  charges,  which charges or fees would not be imposed if
Investor Class Shares are purchased  directly.  Therefore,  a client or customer
should contract the Service  Organization  acting on their behalf concerning the
fees (if any) charged in  connection  with a purchase or  redemption of Investor
Class Shares.  Service  Organizations  are responsible for transmitting to their
customers a schedule of any such fees and conditions. Service Organizations will
be  responsible  for  promptly  transmitting  client or  customer  purchase  and
redemption  orders to a Fund in accordance with their agreements with clients or
customers.

     For non-distribution related administration, subaccounting, transfer agency
and/or other services,  a Fund may pay Service  Organizations and certain record
keeping  organizations  with whom they have entered into agreements  pursuant to
the Distribution and Service Plan and/or the  Administrative  Services Plan. The
fees payable to any one Service Organization or recordkeeper is determined based
upon a number of factors, including the nature and quality of services provided,
the operations processing  requirements of the relationship and the fee schedule
of the Service Organization or recordkeeper.

     Shares may be redeemed on any business day at the NAV next determined after
the receipt of a redemption  request in proper form.  Payment will ordinarily be
made within seven days and will be  wire-transferred by automatic clearing house
funds or other bank wire to the  account  designated  for the  shareholder  at a
domestic  commercial  bank that is a member of the Federal  Reserve  System.  If
Accessor Capital receives a redemption  request in good order from a shareholder
of the U.S.  Government  Money Fund by 9:00 a.m.  Pacific time, the  shareholder
will be  entitled  to  receive  redemption  proceeds  by wire on the  same  day.
Shareholders of the U.S.  Government  Money Fund who elect this option should be
aware that their  account will not be credited  with the daily  dividend on that
day.  If  requested  in  writing,  payment  will be made by check to the account
owners of  record  at the  address  of  record.  The  Transfer  Agent  charges a
processing fee of $10.00 for each  redemption  check requested by a shareholder,
which processing fee may be waived by the Transfer Agent at its discretion.

     The Funds may accept  certain types of securities in lieu of wired funds as
consideration  for Fund shares.  Under no  circumstances  will a Fund accept any
securities in  consideration  of the Fund's shares the holding or acquisition of
which  would  conflict  with  the  Fund's  investment  objective,  policies  and
restrictions or which Accessor  Capital or the applicable Money Manager believes
should not be included  in the  applicable  Fund's  portfolio  on an  indefinite
basis.  Securities  will not be  accepted  in  exchange  for Fund  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 the  Nasdaq  Stock
Market.  Securities accepted in consideration for a Fund's shares will be valued
in the same manner as the Fund's  portfolio  securities in  connection  with its
determination  of NAV. A transfer of securities to a Fund in  consideration  for
Fund 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 Fund's shares should consult their tax advisers as to the
federal, state and local tax consequences of such transfers.

     Telephone  Transactions.  A shareholder of Accessor Funds with an aggregate
account  balance of $1 million or more may  request  purchases,  redemptions  or
exchanges of shares of a Fund by telephone at the  appropriate  toll free number
provided in this  Prospectus.  It may be difficult to implement  redemptions  or
exchanges  by telephone in times of drastic  economic or market  changes.  In an
effort to prevent unauthorized or fraudulent  redemption or exchange requests by
telephone,  Accessor Funds employs reasonable  procedures specified by the Board
of  Directors  to  confirm  that  such   instructions  are  genuine.   Telephone
transaction procedures include the following measures: requiring the appropriate
telephone   transaction   election   be  made  on  the   telephone   transaction
authorization  form sent to shareholders  upon request;  requiring the caller to
provide the names of the account  owners,  the account  owner's social  security
number or tax  identification  number and name of Fund,  all of which must match
Accessor Funds'  records;  requiring that a service  representative  of Accessor
Capital, acting as Transfer Agent, complete a telephone transaction form listing
all of the above caller  identification  information;  requiring that redemption
proceeds  be sent by wire only to the  owners of record at the bank  account  of
record or by check to the address of record;  sending a written confirmation for
each  telephone  transaction  to the  owners of record at the  address of record
within five (5) business days of the call;  and  maintaining  tapes of telephone
transactions  for six months,  if Accessor  Funds  elects to record  shareholder
telephone transactions.

     For accounts held of record by a  broker-dealer,  trustee,  custodian or an
attorney-in-fact  (under  a power  of  attorney),  additional  documentation  or
information  regarding the scope of a caller's  authority is required.  Finally,
for telephone  transactions  in accounts held  jointly,  additional  information
regarding other account holders is required.  Accessor Funds may implement other
procedures  from time to time. If  reasonable  procedures  are not  implemented,
Accessor  Funds may be liable  for any loss due to  unauthorized  or  fraudulent
transactions.  In all other cases, neither Accessor Funds, the Fund nor Accessor
Capital  will  be  responsible  for   authenticity  of  redemption  or  exchange
instructions received by telephone.

     Market  Timing  Policy.  The Funds are intended to be long-term  investment
vehicles and are not designed to provide  investors  with a means of speculation
on short-term  market movements.  A pattern of frequent  purchases and exchanges
can be disruptive to efficient portfolio  management and,  consequently,  can be
detrimental to a Fund's performance and to its shareholders.  Accordingly,  if a
Fund's management  determines that an investor is engaged in excessive  trading,
the Fund, with or without prior notice, may temporarily or permanently terminate
the  availability of Fund exchanges,  or reject in whole or part any purchase or
exchange request,  with respect to such investor's account.  Such investors also
may be barred  from  purchasing  other  Funds in the  Accessor  Family of Funds.
Generally,  an investor who makes more than four  exchanges out of a Fund during
any calendar month or who makes exchanges that appear to coincide with an active
market-timing  strategy  may be  deemed  to be  engaged  in  excessive  trading.
Accounts under common ownership or control will be considered as one account for
purposes of determining a pattern of excessive trading. In addition,  a Fund may
refuse or restrict  purchase or exchange  requests by any person or group if, in
the  judgment of the Fund's  management,  the Fund would be unable to invest the
money  effectively in accordance  with its investment  objective and policies or
could  otherwise be adversely  affected or if the Fund  receives or  anticipates
receiving  simultaneous  orders  that may  significantly  affect the Fund (e.g.,
amounts equal to  $250,000).  If an exchange  request is refused,  the Fund will
take no other  action  with  respect to the  shares  until it  receives  further
instructions from the investor. A Fund may delay forwarding  redemption proceeds
for up to seven days if the  investor  redeeming  shares is engaged in excessive
trading or if the amount of the redemption request otherwise would be disruptive
to efficient portfolio management or would adversely affect the Fund. The Funds'
policy on excessive  trading  applies to investors who invest in a Fund directly
or  through  financial  intermediaries,  but  does  not  apply  to a  Systematic
Withdrawal Plan described in the Funds' Prospectus.

     During times of drastic economic or market conditions, the Fund may suspend
exchange privileges temporarily without notice and treat exchange requests based
on their separate components - redemption orders with a simultaneous  request to
purchase the other Fund's shares.  In such a case, the redemption  request would
be processed at the Fund's next  determined  NAV but the purchase order would be
effective  only at the NAV  next  determined  after  the  Fund  being  purchased
receives the proceeds of the redemption,  which may result in the purchase being
delayed.

                              FINANCIAL STATEMENTS

     The Funds are recently  created  mutual funds and  consequently,  Financial
Highlights for the Funds are not currently available.


<PAGE>

                                     PART C
                                OTHER INFORMATION


Item 23                                     Exhibits

          (a)(1)    Restated Articles of Incorporation of Accessor Funds,  Inc.,
                    ("Registrant")  dated  August 19, 1999 are  incorporated  by
                    reference to Exhibit No. (a)(1) to Post-Effective  Amendment
                    No. 16 to the  Registration  Statement  on Form  N-1A  filed
                    February 14, 2000 (File No. 33-41245).

          (a)(2)    Amendment  to Articles of  Incorporation  dated  February 4,
                    2000 is  incorporated  by reference to Exhibit No. (a)(2) to
                    Post-Effective   Amendment   No.  16  to  the   Registration
                    Statement  on Form N-1A filed  February  14,  2000 (File No.
                    33-41245).


          (a)(3)    Amendment to Articles of Incorporation dated August 29, 2000
                    is   incorporated   by   reference   to  Exhibit   (a)(1) to
                    Post-Effective Amendment No.18 to the Registration Statement
                    on Form N-1A  filed  September 13, 2000 (File No. 33-41245).


          (b)       By-Laws of the Registrant,  as Amended,  are incorporated by
                    reference to Exhibit No. (b) to Post-Effective Amendment No.
                    15 to the  Registration  Statement on Form N-1A filed May 1,
                    1999 (File No. 33-41245).

          (c)       Not applicable.

          (d)(1)    Management Agreement with Bennington Capital Management L.P.
                    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)(2)    First   Amendment  to  Management   Agreement   between  the
                    Registrant  and 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)(3)    Second  Amendment to the  Management  Agreement  between the
                    Registrant and Bennington Capital Management L.P., dated May
                    29, 1996, incorporated by reference to Exhibit No. (d)(3) to
                    the  Post-Effective  Amendment  No.  15 to the  Registration
                    Statement  on Form  N-1A  filed  on May 1,  1999  (File  No.
                    33-41245).

          (d)(4)    Third Amendment to Management Agreement among Registrant and
                    Accessor  Capital  Management  LP effective  April 29, 2000,
                    incorporated   by  reference   to  Exhibit   (d)(1)  to  the
                    Post-Effective   Amendment   No.  17  to  the   Registration
                    Statement  on Form N-1A  filed on April 29,  2000  (File No.
                    33-41245).

          (d)(5)    Money Manager  Agreement  among the  Registrant on behalf of
                    Value  Fund,   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  Held  August 15,  1995,  and filed on July 17,
                    1995 (File No. 33-41245).

          (d)(6)    Money Manager  Agreement  among the  Registrant on behalf of
                    Mortgage Securities Fund, Bennington Capital Management L.P.
                    and BlackRock  Financial  Management,  Inc.  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)(7)    Money Manager  Agreement  among the  Registrant on behalf of
                    Growth  Fund,  Accessor  Capital  Management  LP and Chicago
                    Equity   Partners   Corp.   effective   March  16,  2000, is
                    incorporated   by  reference  to  Exhibit  (d)(2)  to  Post-
                    Effective Amendment No. 18 to the Registration Statement on
                    Form N-1A  filed on  September 13, 2000 (File No. 33-41245).


          (d)(8)    Money Manager  Agreement  among the  Registrant on behalf of
                    the Growth Fund,  Accessor Capital Management LP and Chicago
                    Equity Partners LLC e ffective May 1, 2000, is  incorporated
                    by   reference   to    Exhibit  (d)(3)   to   Post-Effective
                    Amendment No. 18 to the Registration Statement on  Form N-1A
                    filed on  September 13, 2000 (File No. 33-41245).

          (d)(9)    Revised  Money  Manager  Agreement  among the  Registrant on
                    behalf of  International  Equity  Fund,  Bennington  Capital
                    Management L. P. and  Nicholas-Applegate  Capital Management
                    is   incorporated   by  reference   to  Exhibit   (d)(2)  to
                    Post-Effective   Amendment   No.  16  to  the   Registration
                    Statement  on Form N-1A filed  February  14,  2000 (File No.
                    33-41245).

          (d)(10)   Money Manager  Agreement  among the  Registrant on behalf of
                    the Small Cap Fund,  Bennington  Capital Management L.P. and
                    Symphony Asset Management, Inc. Incorporated by reference to
                    Exhibit  B  to  Proxy   Statement  For  Special  Meeting  of
                    Shareholder Held April 30, 1998, and filed on March 30, 1998
                    (File No. 33-41245).

          (d)(11)   Money Manager  Agreement  among the  Registrant on behalf of
                    Intermediate    Fixed-Income   Fund,    Bennington   Capital
                    Management L.P. and Cypress Asset Management is incorporated
                    by reference to Exhibit (d)(9) to  Post-Effective  Amendment
                    No. 15 to the Registration  Statement on Form N-1A filed May
                    1, 1999 (File No. 33-41245).

          (d)(12)   Money Manager  Agreement  among the  Registrant on behalf of
                    Short-Intermediate  Fixed-Income  Fund,  Bennington  Capital
                    Management L.P. and Cypress Asset Management is incorporated
                    by reference to Exhibit (d)(10) to Post-Effective  Amendment
                    No. 15 to the Registration  Statement on Form N-1A filed May
                    1, 1999 (File No. 33-41245).

          (d)(13)   Money Manager  Agreement  among the  Registrant on behalf of
                    the High Yield Bond Fund, Accessor Capital Management LP and
                    Financial Management  Advisers,  Inc. effective May 1, 2000,
                    is   incorporated   by  reference   to  Exhibit   (d)(3)  to
                    Post-Effective   Amendment   No.  17  to  the   Registration
                    Statement  on Form  N-1A  filed  April  29,  2000  (File No.
                    33-41245).

          (d)(14)   Form of Management  Agreement among  Registrant and Accessor
                    Capital Management LP on behalf of Accessor Allocation Funds
                    incorporated   by  reference   to Exhibit (d)(1)  to   Post-
                    Effective Amendment No. 18 to  the Registration Statement on
                    Form N-1A  filed on  September 13, 2000 (File No. 33-41245).


          (e)       Not applicable.

          (f)       Not applicable.

          (g)(1)    IRA Custodian 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.  (File No.
                    33-41245).

          (g)(2)    Custodian  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)(2)(a) Amended Exhibits A, B and C to Custody  Agreement with Fifth
                    Third  Bank  and  Accessor Capital Management LP   effective
                    November 16,  2000, filed herewith as  Exhibit (g)(1).

          (g)(3)    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)(4)    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  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)(2)    Amended  Appendix C dated  February  19,  1998,  to Transfer
                    Agency and Administrative Agreement among the Registrant and
                    Bennington dated December 1, 1995. Incorporated by reference
                    by Exhibit (h)(1)(D) to  Post-Effective  Amendment No. 13 to
                    the Registration  Statement on Form N-1A, filed on April 29,
                    1998 (File No. 33-41245).

          (h)(3)    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).

          (h)(4)    Amended  Exhibits  A  and B to  Fund  Accounting  and  Other
                    Services  Agreement  with  Fifth  Third  Bank  and  Accessor
                    Capital   Management   LP  effective   April  29,  2000,  is
                    incorporated    by   reference   to   Exhibit    (h)(1)   to
                    Post-Effective   Amendment   No.  17  to  the   Registration
                    Statement  on Form N-1A,  filed on April 29,  2000 (File No.
                    33-41245).


          (h)(4)(a) Amended Exhibits  A  and B to  Fund  Accounting   and  Other
                    Services  Agreement  with  Fifth  Third  Bank  and  Accessor
                    Capital   Management   LP   effective    November 16,  2000,
                    filed herewith as  Exhibit (h)(1).

          (h)(5)    Form of Expense  Agreement between  Registrant's  Underlying
                    Funds and Funds of Funds to be filed by amendment.

          (i)       Opinion  and  consent  of  Kirkpatrick  &  Lockhart  LLP  is
                    incorporated  by reference to Exhibit (i) to  Post-Effective
                    Amendment No. 17 to the Registration Statement on Form N-1A,
                    filed on April 29, 2000 (File No. 33-41245).

          (j)       Consent  of  Deloitte  &  Touche  LLC  is   incorporated  by
                    reference to Exhibit (j) to Post-Effective  Amendment No. 17
                    to the  Registration  Statement on Form N-1A, filed on April
                    29, 2000 (File No. 33-41245).

          (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)(a) Amended  and  Restated  Distribution  and  Service  Plan for
                    Investor   Class   Shares  dated   February  14,  2000,   is
                    incorporated    by   reference   to   Exhibit    (m)(1)   to
                    Post-Effective   Amendment   No.  17  to  the   Registration
                    Statement  on Form N-1A,  filed on April 29,  2000 (File No.
                    33-41245).

          (m)(1)(b) Form  of   Amended   Appendix   to  Amended   and   Restated
                    Distribution  and Service  Plan for  Investor  Class  Shares
                    incorporated  by   reference  to  Exhibit  (m)(1)  to  Post-
                    Effective Amendment No. 18 to  the Registration Statement on
                    Form N-1A  filed on  September 13, 2000 (File No. 33-41245).

          (m)(2)(a) Form of Dealer and Service  Agreement,  is  incorporated  by
                    reference to Exhibit (m)(2) to Post-Effective  Amendment No.
                    17 to the  Registration  Statement  on Form  N-1A,  filed on
                    April 29, 2000 (File No. 33-41245).

          (m)(2)(b) Form of  Amended  Appendix  to Form of  Dealer  and  Service
                    Agreement is incorporated  by reference to Exhibit (m)(2) to
                    Post-Effective Amendment No.18 to the Registration Statement
                    on Form N-1A filed on September 13, 2000 (File No.33-41245).

          (m)(3)    Defensive  Distribution and Service Plan dated  November 16,
                    2000, is filed herein as Exhibit (m)(1).

          (n)(1)(a) Amended  and  Restated  Rule 18f-3 Plan dated  February  14,
                    2000,  is  incorporated  by  reference  to  Exhibit  (n)  to
                    Post-Effective   Amendment   No.  17  to  the   Registration
                    Statement  on Form N-1A,  filed on April 29,  2000 (File No.
                    33-41245).

          (n)(1)(b) Amended and  Restated  Rule  18f-3 Plan  filed  herewith  as
                    Exhibit (n)(1).

          (n)(2)(a) 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).

          (n)(2)(b) Form of Amended Appendix to Administrative Services Plan for
                    Investor  Class  Shares  is incorporated   by  reference  to
                    Exhibit (n)(2)  to  Post-Effective  Amendment  No. 18 to the
                    the Registration  Statement on  Form N-1A filed on September
                    13, 2000 (File No.33-41245).

          (n)(3)(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)(3)(b) Form of Amended Appendix to Form of Administrative  Services
                    Agreement   for  Investor  Class   Shares   incorporated  by
                    reference  to  Exhibit (n)(3) to  Post-Effective   Amendment
                    No. 18 to  the Registration Statement on Form N-1A  filed on
                    September 13, 2000 (File No. 33-41245).

          (o)       Not Applicable.

          (p)(1)    Code of Ethics of Accessor  Funds,  Inc. is  incorporated by
                    reference to Exhibit (p)(1) to Post-Effective  Amendment No.
                    17 to the  Registration  Statement  on Form  N-1A,  filed on
                    April 29, 2000 (File No. 33-41245).

          (P)(1)(a) Amended Exhibit  to Code of  Ethics of  Accessor Tunds, Inc.
                    filed herein as Exhibit (p)(1).

          (p)(2)    Code of Ethics  of  Chicago  Equity  Partners  Corp.,  Money
                    Manager of the Growth Fund, is  incorporated by reference to
                    Exhibit  (p)(2) to  Post-Effective  Amendment  No. 17 to the
                    Registration Statement on Form N-1A, filed on April 29, 2000
                    (File No. 33-41245).

          (p)(3)    Code of  Ethics  of  Chicago  Equity  Partners  LLC.,  Money
                    Manager of the Growth Fund, is  incorporated by reference to
                    Exhibit  (p)(3) to  Post-Effective  Amendment  No. 17 to the
                    Registration Statement on Form N-1A, filed on April 29, 2000
                    (File No. 33-41245).

          (p)(4)    Code of Ethics of  Martingale  Asset  Management  LP,  Money
                    Manager of the Value Fund, is  incorporated  by reference to
                    Exhibit  (p)(4) to  Post-Effective  Amendment  No. 17 to the
                    Registration Statement on Form N-1A, filed on April 29, 2000
                    (File No. 33-41245).

          (p)(5)    Code of Ethics  of  Symphony  Asset  Management  LLC,  Money
                    Manager  of the Small to Mid Cap Fund,  is  incorporated  by
                    reference to Exhibit (p)(5) to Post-Effective  Amendment No.
                    17 to the  Registration  Statement  on Form  N-1A,  filed on
                    April 29, 2000 (File No. 33-41245).

          (p)(6)    Code of Ethics  of  Nicholas-Applegate  Capital  Management,
                    Money   Manager  of  the   International   Equity  Fund,  is
                    incorporated    by   reference   to   Exhibit    (p)(6)   to
                    Post-Effective   Amendment   No.  17  to  the   Registration
                    Statement  on Form N-1A,  filed on April 29,  2000 (File No.
                    33-41245).

          (p)(7)    Code of Ethics of Cypress Asset Management, Money Manager of
                    the Intermediate  Fixed-Income  Fund and  Short-Intermediate
                    Fixed-Income  Fund, is  incorporated by reference to Exhibit
                    (p)(7)   to   Post-Effective   Amendment   No.   17  to  the
                    Registration Statement on Form N-1A, filed on April 29, 2000
                    (File No. 33-41245).

          (p)(8)    Code of Ethics of Financial Management Advisers, Inc., Money
                    Manager  of the High Yield Bond  Fund,  is  incorporated  by
                    reference to Exhibit (p)(8) to Post-Effective  Amendment No.
                    17 to the  Registration  Statement  on Form  N-1A,  filed on
                    April 29, 2000 (File No. 33-41245).

          (p)(9)    Code of Ethics of  BlackRock,  Inc.,  Money  Manager  of the
                    Mortgage  Securities  Fund, is  incorporated by reference to
                    Exhibit  (p)(9) to  Post-Effective  Amendment  No. 17 to the
                    Registration Statement on Form N-1A, filed on April 29, 2000
                    (File No. 33-41245).



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.  Section  2-418  of the
Maryland  General  Corporation  Law and Sections 7 of the Management  Agreements
(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),
Post-Effective  Amendment  No. 2 thereto,  filed on September  1, 1992,  and the
"form of" Management  Agreement filed herewith as Exhibit (d)(1),  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,  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  Agreements and Section 12 of the Money Manager
Agreements filed and incorporated herein 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  Agreements,
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                                Custodian and
and Transfer Agent                                    Fund Accounting Agent


Accessor Capital Management LP                       Fifth Third Bank
1420 Fifth Avenue, Suite 3600                        38 Fountain Square Plaza
Seattle, WA 98101                                    Cincinnati, OH 45263

Money Managers                                       Custodian of IRA Accounts

See Section of the prospectuses                      The Fifth Third Bank
entitled "Management Organization                    38 Fountain Square Plaza
and Capital Structure" for names and                 Cincinnati, OH 45263
addresses

Item 29.  Management Services

Not applicable.

Item 30.  Undertakings

Not applicable.

<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 27 day of November, 2000.


                                      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. 19 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           President, Principal      11/27/2000
----------------------------        Executive Officer
J. Anthony Whatley III              and Director


/s/George G. Cobean III             Director                  11/27/2000
-----------------------
George G. Cobean III


/s/Geoffrey C. Cross                Director                  11/27/2000
--------------------
Geoffrey C. Cross


/s/Ravindra A. Deo                  Principal Financial       11/27/2000
------------------                  and Accounting Officer
Ravindra A. Deo


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission