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EXHIBIT (d)11
ADDENDUM NO. 11 TO AMENDED AND RESTATED ADVISORY AGREEMENT
This Addendum, dated as of February 12, 1999, is entered into
between THE ARCH FUND, INC., a Maryland corporation (the "Fund"), and
MISSISSIPPI VALLEY ADVISORS INC., a Missouri corporation ("MVA").
WHEREAS, the Fund and MVA have entered into an Amended and
Restated Advisory Agreement dated as of April 1, 1991, which was extended to
additional investment portfolios of the Fund (pursuant to Section 1(b) of the
Agreement) by Addenda dated September 27, 1991, April 1, 1992, April 1, 1993,
March 15, 1994, July 10, 1995, September 29, 1995, November 15, 1996, February
14, 1997, November 21, 1997 and December 30, 1998 (the "Advisory Agreement"),
pursuant to which the Fund appointed MVA to act as investment adviser to the
Fund for the ARCH Money Market, Treasury Money Market, Growth & Income Equity,
Small Cap Equity (formerly Emerging Growth), Government & Corporate Bond, U.S.
Government Securities, Balanced, International Equity, Short-Intermediate
Municipal, Tax-Exempt Money Market, Missouri Tax-Exempt Bond, Kansas Tax-Exempt
Bond, Equity Income, National Municipal Bond, Intermediate Corporate Bond
(formerly Short-Intermediate Corporate Bond), Equity Index, Bond Index, Small
Cap Equity Index and Growth Equity Portfolios;
WHEREAS, Section 1(b) of the Advisory Agreement provides that
in the event the Fund establishes one or more additional investment portfolios
with respect to which it desires to retain MVA to act as the investment adviser
under the Advisory Agreement, the Fund shall so notify MVA in writing, and if
MVA is willing to render such services it shall notify the Fund in writing, and
the compensation to be paid to MVA shall be that which is agreed to in writing
by the Fund and MVA; and
WHEREAS, the Fund has notified MVA that it has established a
new portfolio, namely, the ARCH Conning Money Market Portfolio (the "New
Portfolio"), and that it desires to retain MVA to act as the investment adviser
therefor, and MVA has notified the Fund that it is willing to serve as
investment adviser for the New Portfolio;
NOW THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. APPOINTMENT. The Fund hereby appoints MVA to act as
investment adviser to the Fund for the New Portfolio for the period and on the
terms set forth in the Advisory Agreement. With respect to the New Portfolio
only, MVA is authorized to contract with other investment advisory or management
firms or persons to assist MVA in the performance of the duties of the Advisory
Agreement (a "Sub-Adviser"); provided, however, that the
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retention of a Sub-Adviser shall be approved as may be required by the 1940 Act.
A Sub-Adviser may perform under MVA's supervision any or all services described
under Section 3 of the Agreement. The fees or other compensation of any
Sub-Adviser shall be paid by MVA. In the event that MVA appoints a Sub-Adviser,
MVA will review, monitor, and report to the Fund's Board of Directors on the
performance and investment procedures of the Sub-Adviser; and assist and consult
with the Sub-Adviser in connection with the New Portfolio's continuous
investment program.
2. COMPENSATION. For the services provided and expenses
assumed pursuant to the Advisory Agreement with respect to the New Portfolio,
the Fund will pay MVA from the assets belonging to the New Portfolio, and MVA
will accept as full compensation therefor, a fee, computed daily and payable
monthly (in arrears), at the annual rate of .40% of the first $1.5 billion of
the New Portfolio's average daily net assets, plus .35% of the next $1 billion
of average daily net assets, plus .25% of average daily net assets in excess of
$2.5 billion.
The fee attributable to the New Portfolio shall be the
obligation of the New Portfolio and not the obligation of any other Portfolio
of the Fund.
3. CAPITALIZED TERMS. From and after the date hereof, the term
"Portfolios" as used in the Advisory Agreement shall be deemed to include the
New Portfolio. Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to them in the Advisory Agreement.
4. MISCELLANEOUS. Except to the extent supplemented hereby,
the Advisory Agreement shall remain unchanged and in full force and effect and
is hereby ratified and confirmed in all respects as supplemented hereby.
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IN WITNESS WHEREOF, the undersigned have executed this
Addendum as of the date and year first above written.
THE ARCH FUND, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
President
MISSISSIPPI VALLEY ADVISORS INC.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
President
