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Exhibit (5)(i)
ADDENDUM NO. 8 TO AMENDED AND RESTATED ADVISORY AGREEMENT
This Addendum, dated as of February 14, 1997, 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 and November 15, 1996 (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 and Intermediate Corporate Bond (formerly Short-Intermediate
Corporate Bond) 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
two new portfolios, namely, the ARCH Equity Index and ARCH Bond Index
Portfolios (collectively, the "New Portfolios"), 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 Portfolios;
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 Portfolios 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.
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2. COMPENSATION. For the services provided and expenses
assumed pursuant to the Advisory Agreement with respect to the New Portfolios,
the Fund will pay MVA from the assets belonging to the respective Portfolios,
and MVA will accept as full compensation therefor a fee, computed daily and
payable monthly (in arrears), at the annual rate of .30% of the average daily
net assets of each of the ARCH Equity Index and ARCH Bond Index Portfolios,
respectively.
The fee attributable to each of the ARCH Equity Index and
ARCH Bond Index Portfolios shall be the obligation of that respective 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 New Portfolios. 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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