1
EXHIBIT (g)(10)
ASSIGNMENT AND DELEGATION AGREEMENT
AGREEMENT made as of December 1, 1998 between MERCANTILE BANK
NATIONAL ASSOCIATION ("Mercantile Bank"), a nationally chartered banking
institution, and MERCANTILE TRUST COMPANY NATIONAL ASSOCIATION ("Mercantile
Trust"), also a nationally-chartered banking institution.
WHEREAS, The ARCH Fund(R), Inc. (the "Fund") is registered as
an open-end management investment company under the Investment Company Act of
1940, as amended (the "1940 Act");
WHEREAS, Mercantile Bank has been previously appointed as
custodian for the Fund pursuant to a Custodian Agreement between Mercantile Bank
and the Fund dated April 1, 1992 (the "Custodian Agreement"); and
WHEREAS, Mercantile Bank and Mercantile Trust desire to have
Mercantile Trust act as custodian for the Fund pursuant to the Custodian
Agreement;
NOW, THEREFORE, the parties hereto, intending to be legally
bound, agree as follows:
1. Pursuant to Paragraph 30 of the Custodian Agreement,
Mercantile Bank hereby assigns its rights and delegates its duties with respect
to the Fund to Mercantile Trust.
2. Mercantile Trust hereby assumes all rights and obligations
of Mercantile Bank under the Custodian Agreement.
3. Mercantile Trust represents that it meets the
qualifications of a "bank," as specified in Section 26(a) of the 1940 Act, and
that it meets the qualifications to act as a custodian pursuant to Section 17(f)
of the 1940 Act.
4. Pursuant to Paragraph 30 of the Custodian Agreement,
Mercantile Bank agrees that, notwithstanding the assignment and delegation
described herein, it shall remain liable to the Fund for the acts and omissions
of Mercantile Trust to the same extent that it is liable to the Fund for its own
acts and omissions under the Custodian Agreement.
5. Both parties hereby agree that this Assignment and
Delegation Agreement shall be attached to and made a part of the Custodian
Agreement.
2
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first above written.
Attest:
MERCANTILE BANK NATIONAL ASSOCIATION
signature illegible
-------------------
By: signature illegible
-----------------------------------
(Authorized Officer)
Attest: MERCANTILE TRUST COMPANY NATIONAL
ASSOCIATION
Xxxxx Xxxxxxxxx Xxxxxx
----------------------
By: signature illegible
-----------------------------------
(Authorized Officer)
2
