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Exhibit 5(j)
ADDENDUM NO. 9 TO AMENDED AND RESTATED ADVISORY AGREEMENT
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This Addendum, dated as of November 21, 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, November 15, 1996 and
February 14, 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 and Bond Index 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 one
new portfolio, namely, the ARCH Growth Equity 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. 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 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 .75% of the average daily net assets
of the New Portfolio.
The fee attributable to the New Portfolio shall be the
obligation of the New 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 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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