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Exhibit (5)(e)
ADDENDUM NO. 4 TO AMENDED AND RESTATED ADVISORY AGREEMENT
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This Addendum, dated as of March 15, 1994, 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 and April 1, 1993 (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, 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 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 The ARCH
International Equity Portfolio (the "International Equity 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
International Equity 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 International Equity Portfolio for the period and on the
terms set forth in the Advisory Agreement. With respect to the International
Equity Portfolio only, MVA is authorized to contract with other investment
advisory or management firms or persons to assist MVA in the performance of the
duties of the Advisory Agreement (a "Sub-Adviser"); provided, however, that the
retention of a Sub-Adviser shall be approved as may be required by the 1940
Act. A Sub-Adviser may perform under MVA's supervision any or all
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services described under Section 3 of the Agreement. The fees or other
compensation of any Sub-Adviser shall be paid by MVA. In the event that MVA
appoints a Sub-Adviser, MVA will review, monitor, and report to the Fund's
Board of Directors on the performance and investment procedures of the
Sub-Adviser; assist and consult with the Sub-Adviser in connection with the
International Equity Portfolio's continuous investment program; and approve
lists of foreign countries which may be recommended by the Sub-Adviser for
investment by the International Equity Portfolio.
2. COMPENSATION. For the services provided and expenses assumed pursuant
to the Advisory Agreement with respect to the International Equity Portfolio,
the Fund will pay MVA from the assets belonging to the International Equity
Portfolio, and MVA will accept as full compensation therefor a fee, computed
daily and payable monthly (in arrears), at the annual rate of 1.00% of the
average daily net assets of the 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.
3. CAPITALIZED TERMS. From and after the date hereof, the term "Portfolios"
as used in the Advisory 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 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
