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EXHIBIT (d)(11)
ADDENDUM NO. 10 TO AMENDED AND RESTATED ADVISORY AGREEMENT
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This Addendum, dated as of December 29, 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 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 one
new portfolio, namely, the ARCH Small Cap Equity Index 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, intended to be legally
bound, hereby agree as follows:
1. APPOINTMENT. The Fund hereby appoints MVA to act
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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 hereby provided.
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 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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