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EXHIBIT 5(m)
ADDENDUM NO. 11 TO AMENDED AND RESTATED ADVISORY AGREEMENT
This Addendum, dated as of _______, 1998, 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 and
November 21, 1997 (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 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
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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.
IN WITNESS WHEREOF, the undersigned have executed this Addendum as
of the date and year first above written.
THE ARCH FUND, INC.
By:______________________________
Xxxxx X. Xxxxxxx
President
MISSISSIPPI VALLEY ADVISORS INC.
By:______________________________
Xxxx X. Xxxxxx
President
