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Exhibit (5)(f)
ADDENDUM NO. 5 TO AMENDED AND RESTATED ADVISORY AGREEMENT
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This Addendum, dated as of July 10, 1995, 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
and March 15, 1994 (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, Capital Appreciation (now, by change of name,
"Growth & Income Equity"), Emerging Growth, Diversified Fixed Income (now, by
change of name, "Government & Corporate Bond"), U.S. Government Securities,
Balanced and International 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 the
ARCH Short-Intermediate Municipal Portfolio (the "Short-Intermediate Municipal
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 Short-Intermediate Municipal 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 Short-Intermediate Municipal Portfolio
for the period and on the terms set forth in the Advisory Agreement. MVA
hereby accepts such appointment and agrees to render the services set forth in
the Advisory Agreement, for the compensation herein provided.
2. COMPENSATION. For the services provided and expenses
assumed pursuant to the Advisory Agreement with respect to the
Short-Intermediate Municipal Portfolio, the Fund will pay
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MVA from the assets belonging to the Short-Intermediate Municipal Portfolio,
and MVA will accept as full compensation therefor a fee, computed daily and
payable monthly (in arrears), at the annual rate of 0.55% of the average daily
net assets of the Short-Intermediate Municipal Portfolio.
The fee attributable to the Short-Intermediate Municipal
Portfolio shall be the obligation of that Portfolio and not 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
Short-Intermediate Municipal 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.
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
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