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Exhibit (5)(h)
ADDENDUM NO. 7 TO AMENDED AND RESTATED ADVISORY AGREEMENT
This Addendum, dated as of November 15, 1996, 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 and September 29, 1995 (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,
Emerging Growth, Government & Corporate Bond, U.S. Government Securities,
Balanced, International Equity, Short-Intermediate Municipal, Tax-Exempt Money
Market, Missouri Tax-Exempt Bond and Kansas Tax-Exempt 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
three new portfolios, namely, the ARCH Equity Income, National Municipal Bond
and Short-Intermediate Corporate Bond 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.
2. COMPENSATION. For the services provided and expenses
assumed pursuant to the Advisory Agreement with respect
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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 rates of .75%,
.55% and .55%, of the average daily net assets of the ARCH Equity Income,
National Municipal Bond and Short-Intermediate Corporate Bond Portfolios,
respectively.
The fee attributable to each of the ARCH Equity Income,
National Municipal Bond and Short-Intermediate Corporate Bond 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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