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Exhibit (9)(b)
ADDENDUM NO. 1 TO ADMINISTRATION AGREEMENT
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This Addendum, dated as of March 15, 1994, is entered into
between THE ARCH FUND, INC. (the "Fund"), a Maryland corporation, and THE
WINSBURY SERVICE CORPORATION ("Winsbury"), an Ohio corporation.
WHEREAS, the Fund and Winsbury have entered into an
Administration Agreement dated as of October 1, 1993 (the "Administration
Agreement"), pursuant to which the Fund appointed Winsbury to act as
Administrator 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 and Balanced Portfolios;
WHEREAS, Section 10 of the Administration Agreement provides
that no provision of the Agreement may be changed, discharged or terminated
orally, but only by an instrument in writing signed by the party against which
enforcement of the change, discharge or termination is sought; and
WHEREAS, the Fund has notified Winsbury that it has
established The ARCH International Equity Portfolio (the "International Equity"
Portfolio), and that it desires to retain Winsbury to act as the Administrator
therefor, and Winsbury has notified the Fund that it is willing to serve as
Administrator for the International Equity Portfolio.
NOW THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. APPOINTMENT. The Fund hereby appoints Winsbury to act as
Administrator to the Fund for the International Equity Portfolio for the period
and on the terms set forth in the Administration Agreement. Winsbury hereby
accepts such appointment and agrees to render the services set forth in the
Administration Agreement, for the compensation herein provided.
2. COMPENSATION. For the services provided and expenses
assumed pursuant to the Administration Agreement with respect to the
International Equity Portfolio, the Fund will pay Winsbury, as agent for itself,
a monthly fee (in arrears) on the first business day of each month at the annual
rate of .20% of the average daily net assets of each Portfolio, including the
International Equity Portfolio.
The fee attributable to the International Equity Portfolio
shall be the obligation of that Portfolio and not of any other Portfolio of the
Fund.
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3. CAPITALIZED TERMS. From and after the date hereof, the term
"Portfolios" as used in the Administration Agreement shall be deemed to include
the International Equity Portfolio. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the Administration
Agreement.
4. MISCELLANEOUS. Except to the extent supplemented hereby,
the Administration 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
THE WINSBURY SERVICE CORPORATION
By:/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Senior Vice President
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