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EXHIBIT 8(j)
__________, 1998
Mercantile Bank National Association
One Mercantile Center
St. Louis, Missouri 63101
RE: Custody Fees for the Conning Money Market Portfolio
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Ladies and Gentlemen:
This letter constitutes our agreement with respect to compensation to
be paid to Mercantile Bank National Association ("Mercantile") with respect to
the Conning Money Market Portfolio (the "Portfolio") under the terms of the
Custodian Agreement dated as of April 1, 1992 (the "Custodian Agreement")
between The ARCH Fund, Inc. (the "Fund") and Mercantile. Pursuant to Paragraph
23 of the Custodian Agreement, and in consideration of the services to be
provided by you, we will pay Mercantile the following:
1. An annual custody fee (exclusive of any transaction charges), which
shall be calculated daily and paid monthly (in arrears) for the Portfolio as
follows:
- $.125 for each $1,000.00 of the Portfolio's
average daily net assets.
2. Mercantile's out-of-pocket expenses, including but not limited to
postage, telephone, telex, Federal Express and Federal Reserve wire fees, on
behalf of the Portfolio.
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Mercantile Bank National Association
__________, 1998
Page Two
The fee and expenses attributable to the Portfolio shall be the
obligation of the Portfolio and not of any other portfolio of the Fund. The fee
for the period from the day of the year this agreement is entered into until the
end of that fiscal year of the Portfolio, or for any portion of a fiscal year
immediately prior to its termination, shall be pro-rated according to the
proportion which such period bears to the full annual period.
If the foregoing accurately sets forth our agreement and you intend to
be legally bound thereby, please execute a copy of this letter and return it to
us.
Very truly yours,
THE ARCH FUND, INC.
By:____________________________
Xxxxx X. Xxxxxxx, President
ACCEPTED: MERCANTILE BANK
NATIONAL ASSOCIATION
By:____________________________
Dated as of: ___________________, 1998
