<PAGE> 1
SCHEDULE 14a
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for
Use of the Commission Only
(as permitted by Rule
14a-6(e)(2)
[x] Definitive Proxy Statement
[ ] Definitive additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE ARCH FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by
Exchange act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
THE ARCH FUND(R), INC.
------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------------------
December 1, 1997
To the Shareholders of
The ARCH Fund, Inc.
An Annual Meeting of Shareholders of The ARCH Fund, Inc. (the "Fund") will
be held on January 20, 1998, at 9:00 A.M. Central Time, at the offices of
Mississippi Valley Advisors Inc., One Mercantile Center, Southeast Conference
Room, 21st Floor, St. Louis, Missouri 63101, for the following purposes:
(1) The election of a Board of seven (7) Directors;
(2) The ratification or rejection of the selection of KPMG Peat
Marwick LLP as the Fund's independent accountants for the fiscal year
ending November 30, 1998;
(3) With respect to the Treasury Money Market Portfolio and Money
Market Portfolio only, the approval or disapproval of a change in the
Portfolios' fundamental investment limitations to permit securities
lending; and
(4) The transaction of such other business as may properly come
before the meeting or any adjournment thereof.
The proposals referred to above are discussed in the Proxy Statement
attached to this Notice. Each shareholder is invited to attend the Special
Meeting of Shareholders in person. Shareholders of record at the close of
business on November 3, 1997 have the right to vote at the meeting. If you
cannot be present at the meeting, we urge you to fill in, sign and promptly
return the enclosed proxy in order that the meeting can be held and a maximum
number of shares may be voted.
By Order of the Board of Directors
/s/ W. Bruce McConnel
W. BRUCE MCCONNEL, III
Secretary
WE NEED YOUR PROXY VOTE IMMEDIATELY
A SHAREHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY
LAW, THE SPECIAL MEETING OF SHAREHOLDERS OF THE FUND SCHEDULED FOR JANUARY 20,
1998 WILL HAVE TO BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A
MAJORITY OF THE SHARES ELIGIBLE TO VOTE ARE REPRESENTED. IN THAT EVENT, THE FUND
WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM. CLEARLY, YOUR
VOTE COULD BE CRITICAL IN ALLOWING THE FUND TO HOLD THE MEETING AS SCHEDULED, SO
PLEASE RETURN YOUR PROXY CARD IMMEDIATELY.
<PAGE> 3
THE ARCH FUND(R), INC.
3435 STELZER ROAD
COLUMBUS, OHIO 43219
1-800-452-ARCH (2724)
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The ARCH Fund, Inc. (the "Fund") for use at
an Annual Meeting of Shareholders of the Fund to be held at the offices of
Mississippi Valley Advisors Inc., One Mercantile Center, Southeast Conference
Room, 21st Floor, St. Louis, Missouri 63101 on January 20, 1998, at 9:00 A.M.
Central Time (such meeting and any adjournment thereof is referred to as the
"Meeting"). It is expected that the solicitation of proxies will be primarily by
mail. The Fund's officers and service contractors may also solicit proxies by
telephone, telegraph, facsimile or personal interview. In connection with the
solicitation of certain shareholders, the Fund's service contractors have
retained Automatic Data Processing to assist in the solicitation of proxies and
to tabulate votes returned at a cost of approximately $4950. The Fund will bear
all proxy solicitation costs. Any shareholder giving a proxy may revoke it at
any time before it is exercised by submitting to the Fund a written notice of
revocation or a subsequently executed proxy or by attending the Meeting and
electing to vote in person. This Proxy Statement and the enclosed Proxy are
expected to be distributed to shareholders on or about December 3, 1997.
The following table summarizes the proposals to be voted on at the Meeting
and indicates those shareholders who are being solicited with respect to each
proposal.
<TABLE>
<CAPTION>
PROPOSAL SHAREHOLDERS SOLICITED
------------------------------------------ ------------------------------------------
<S> <C> <C>
1. Election of a Board of seven (7) All Portfolios voting together in the
Directors. aggregate.
2. Ratification or rejection of the selection All Portfolios voting together in the
of KPMG Peat Marwick LLP as the Fund's aggregate.
independent accountants for the fiscal
year ending November 30, 1998.
3. Approval or disapproval of a change in Shareholders of the Treasury Money Market
fundamental investment limitations to Portfolio and Money Market Portfolio
permit the Treasury Money Market Portfolio voting separately on a
and Money Market Portfolio to engage in Portfolio-by-Portfolio basis. All classes
securities lending. of shares of the same Portfolio will vote
together.
</TABLE>
A Proxy is enclosed with respect to the shares you own in the Fund. If the
Proxy is executed properly and returned, the shares represented by it will be
voted at the Meeting in accordance with the instructions thereon. Each full
share is entitled to one vote and each fractional share to a proportionate
fractional vote. If you do not expect to be present at the Meeting and wish your
shares to be voted, please complete the enclosed Proxy and mail it in the
enclosed reply envelope.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF EACH PROPOSAL
DESCRIBED IN THIS PROXY STATEMENT.
1
<PAGE> 4
PROPOSAL 1
(ALL PORTFOLIOS)
At the Meeting, shareholders will be asked to consider the election of
seven Directors, who will constitute the entire Board of Directors of the Fund.
Each elected Director will hold office for an indefinite term until the earlier
of (1) the date the election of a Director's successor in office becomes
effective, or (2) the date a Director resigns or his term as a Director is
terminated in accordance with the Fund's By-Laws. Normally, there will be no
meetings of shareholders for the purpose of electing Directors except as
required by the Investment Company Act of 1940 (the "1940 Act"). See "Other
Matters" below. The Directors may, as permitted by the 1940 Act, appoint
additional Directors without shareholder approval.
All shares represented by valid Proxies will be voted in the election of
Directors for each nominee named below, unless authority to vote for a
particular nominee is withheld. The seven nominees who receive the highest
number of votes cast at the Meeting will be elected as Directors. Cumulative
voting is not permitted. Each nominee has consented to being named in this Proxy
Statement and to serve if elected. If a nominee withdraws from the election or
is otherwise unable to serve, the named proxies will vote for the election of
such substitute nominee as the Board of Directors may recommend, unless the
Board decides to reduce the number of Directors serving on the Board.
Messrs. Woodham, Cox, Hunt, Jacobsen and Winney are incumbent Directors who
are standing for re-election. Messrs. Woodham, Cox and Winney were last elected
by shareholders at a meeting held on June 29, 1993. Messrs. Hunt and Jacobsen
were each appointed to the Board of Directors on September 27, 1994. In
addition, Messrs. Cox and Hunt, Directors of the Fund who are not "interested
persons" of the Fund as defined in the 1940 Act and who comprise the Nominating
Committee, have nominated Messrs. Brandt and Moore at a meeting of the
Nominating Committee held on September 16, 1997 as additional Directors to be
voted on by the Fund's shareholders.
The following table contains relevant information about the nominees:
<TABLE>
<CAPTION>
FUND SHARES
OWNED
BENEFICIALLY
AS OF
POSITION(S) HELD PRINCIPAL OCCUPATIONS SEPTEMBER 30,
NAME AND ADDRESS AGE WITH ARCH DURING PAST 5 YEARS 1997
- -------------------------- --- ----------------------------- ---------------------------- --------------
<S> <C> <C> <C> <C>
Jerry V. Woodham* 54 Chairman of the Board; Treasurer, St. Louis None
St. Louis University President; Director since University, August 1996 to
3500 Lindell Blvd. 1982. present; Treasurer,
Fitzgerald Hall Washington University, 1981
St. Louis, MO 63103 to 1995.
Robert M. Cox, Jr. 52 Director since 1991. Senior Vice President-- ***
Emerson Electric Co. Acquisition and Development,
8000 W. Florissant Ave. Emerson Electric Co.
St. Louis, MO 63136
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
FUND SHARES
OWNED
BENEFICIALLY
AS OF
POSITION(S) HELD PRINCIPAL OCCUPATIONS SEPTEMBER 30,
NAME AND ADDRESS AGE WITH ARCH DURING PAST 5 YEARS 1997
- -------------------------- --- ----------------------------- ---------------------------- --------------
<S> <C> <C> <C> <C>
Joseph J. Hunt 54 Director since 1994. General Vice-President None
Iron Workers District International Association of
Council Bridge, Structural and
3544 Watson Road Ornamental Iron Workers
St. Louis, MO 63139 (International Labor Union),
January 1994 to present;
General Organizer,
International Association of
Bridge, Structural and
Ornamental Iron Workers,
September 1983 to December
1993.
James C. Jacobsen** 62 Director since 1994. Vice Chairman and Director, ***
Kellwood Company Kellwood Company
600 Kellwood Parkway (manufacturer of wearing
Chesterfield, MO 63017 apparel and camping
softgoods).
Ronald D. Winney* 55 Director since 1992; Treasurer, Ralston Purina ***
Ralston Purina Company Treasurer Company.
Checkerboard Square
St. Louis, MO 63164
Donald E. Brandt 43 Nominee Senior Vice President, None
Union Electric Company Finance and Corporate
P.O. Box 66149 Services, Union Electric
St. Louis, MO 63166 Company (electric utility
company); Director, Huntco,
Inc (intermediate steel
processors).
Patrick J. Moore 43 Nominee Vice President & Chief None
Jefferson Smurfit Financial Officer since 1996
Corporation and Vice President & General
8182 Maryland Avenue Manager, 1994-1996, of
St. Louis, MO 63105 Industrial Packaging
Division, Corporate Vice
President & Treasurer,
1993-1994, and Treasurer,
1992-1993, Jefferson Smurfit
Corporation (paper,
paperboard and packaging).
</TABLE>
- ---------
* Mr. Woodham is an "interested person" of the Fund as defined in the 1940 Act
because he serves as an officer of the Fund. Mr. Winney is an "interested
person" of the Fund because he owns stock of
3
<PAGE> 6
Mercantile Bancorporation Inc., of which Mississippi Valley Advisors Inc.,
the Fund's investment adviser, is an indirect wholly-owned subsidiary, and
because he serves as an officer of the Fund.
** Mr. Jacobsen previously owned stock of Mercantile Bancorporation Inc. and
held interest-bearing accounts at Mercantile Bank National Association, the
direct parent of Mississippi Valley Advisors Inc. He no longer owns any
securities issued by Mercantile Bancorporation Inc. or any of its
affiliates.
*** As of September 30, 1997, Mr. Cox beneficially owned 364.661 shares of the
Fund's Growth & Income Equity Portfolio. As of that date, Mr. Jacobsen
beneficially owned 243 shares of the Fund's Growth & Income Equity Portfolio
and Mr. Jacobsen's wife beneficially owned 165,730 shares of the Fund's
Money Market Portfolio. As of such date, Mr. Winney was the beneficial owner
of 366 shares of the Fund's Small Cap Equity Portfolio and he shared voting
power with respect to 2,925 shares of the Fund's Small Cap Equity Portfolio
and 499 shares of the Fund's International Equity Portfolio.
Each Director receives an annual fee of $10,000 plus reimbursement of
expenses incurred as a Director. Additionally, the Chairman of the Board and
President receives an additional annual fee of $5,000 for services in such
capacities. Remuneration for services rendered during the Fund's fiscal year
ended November 30, 1996 and distributed to all Directors and officers as a group
was $75,000.00. As of September 30, 1997, the Directors and officers of the
Fund, as a group, owned less than 1% of the outstanding shares of each Portfolio
of the Fund.
The following chart provides certain information about the fees received by
the Fund's Directors for their services as members of the Board of Directors for
the fiscal year ended November 30, 1996.
4
<PAGE> 7
<TABLE>
<CAPTION>
PENSION OR
AGGREGATE RETIREMENT ESTIMATED TOTAL COMPENSATION
COMPENSATION FROM BENEFITS ACCRUED ANNUAL FROM REGISTRANT
NAME OF PERSON/ THE ARCH FUND, AS PART OF FUND BENEFITS UPON AND FUND COMPLEX*
POSITION INC. EXPENSES RETIREMENT PAID TO DIRECTORS
- ----------------------------- ----------------- ----------------- -------------- ------------------
<S> <C> <C> <C> <C>
Jerry V. Woodham............. $ 15,000.00 N/A N/A $15,000.00
President and
Chairman of the
Board of Directors
Robert M. Cox, Jr............ $ 10,000.00 N/A N/A $10,000.00
Director
Joseph J. Hunt............... $ 10,000.00 N/A N/A $10,000.00
Director
James C. Jacobsen............ $ 10,000.00 N/A N/A $10,000.00
Director
Donald E. Kiernan**.......... $ 10,000.00 N/A N/A $10,000.00
Director
Lyle L. Meyer**.............. $ 10,000.00 N/A N/A $10,000.00
Director
Ronald D. Winney............. $ 10,000.00 N/A N/A $10,000.00
Director and
Treasurer
</TABLE>
- ---------
* The "Fund Complex" consists solely of the Fund.
** Messrs. Kiernan and Meyer resigned as Directors of the Fund on April 3, 1997
and September 17, 1997, respectively.
The Board of Directors of the Fund held five meetings during the last
fiscal year, which ended on November 30, 1996. During that year, Messrs.
Woodham, Cox, Hunt and Winney attended all meetings and Mr. Jacobsen attended
all but one meeting. The Board of Directors held four meetings during the
current fiscal year, which ends on November 30, 1997. During this year, Messrs.
Woodham, Cox, Hunt and Jacobsen have attended all of the meetings, and Mr.
Winney attended two of the meetings. The Board does not have standing audit or
compensation committees but does have a standing nominating committee consisting
of Messrs. Cox and Hunt, neither of whom is an "interested person" of the Fund.
The Nominating Committee held no meetings during the last fiscal year ended
November 30, 1996 and held one meeting during the current fiscal year ending
November 30, 1997. The Nominating Committee is prepared to review nominations
from shareholders to fill any future vacancies on the Board in written
communications delivered to the Fund at its address on page 1.
Mr. Woodham has served as Chairman of the Board since March 20, 1984.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH NOMINEE
FOR DIRECTOR OF THE FUND.
5
<PAGE> 8
PROPOSAL 2
(ALL PORTFOLIOS)
Shareholders are also being asked to vote upon the ratification or
rejection of the selection of KPMG Peat Marwick LLP ("KPMG") as independent
accountants for the Fund's fiscal year ending November 30, 1998. Approval of the
proposal requires the affirmative vote of a majority of the shares represented
at the Meeting in person or by proxy. Unless instructed otherwise, the persons
named as proxies in the accompanying Proxy will vote for KPMG.
The Board of Directors of the Fund, including all of the Directors who are
not "interested persons" of the Fund, selected KPMG as the Fund's independent
accountants for the fiscal year ending November 30, 1998 at a meeting held on
September 16, 1997. KPMG has stated that it has no material direct or indirect
financial interest in the Fund. KPMG, with offices at Two Nationwide Plaza,
Columbus, Ohio 43215 has served as the Fund's independent accountants since June
1989.
As part of its audit of the Fund's financial statements for the fiscal year
ended November 30, 1996, KPMG reviewed the Fund's annual report to shareholders
and its related filings with the Securities and Exchange Commission (the "SEC");
reviewed and tested for compliance with various rules and regulations applicable
to investment companies, and prepared and reviewed the accounting controls and
procedures in connection with the audit. In addition, KPMG performed additional
non-audit services for the Fund in connection with the Fund's filings and
reviewed the Fund's tax returns.
A representative of KPMG is expected to be available by telephone at the
Meeting should any matter arise requiring consultation with the accountants, and
KPMG will be given the opportunity to make a statement if it chooses.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
RATIFICATION OF THE SELECTION OF KPMG AS INDEPENDENT ACCOUNTANTS OF THE FUND.
PROPOSAL 3
(TREASURY MONEY MARKET PORTFOLIO AND MONEY MARKET PORTFOLIO)
Shareholders of the Treasury Money Market Portfolio and Money Market
Portfolio are also being asked to vote upon the approval or disapproval of a
change in the fundamental investment limitations of such Portfolios to permit
the Portfolios to loan portfolio securities. The fundamental investment
limitations of the Treasury Money Market Portfolio and Money Market Portfolio
presently provide that neither Portfolio may "[m]ake loans, except that a
Portfolio may purchase or hold debt instruments in accordance with its
investment objective and policies and may enter into repurchase agreements with
respect to securities (together with any cash collateral) that are consistent
with the Portfolio's permitted investments and that equal at all times at least
100% of the value of the repurchase price." Fund counsel has advised that this
limitation prohibits securities lending by these two Portfolios.
The Fund's Board of Directors has approved, at the recommendation of MVA,
amendments to the fundamental investment limitations of the Treasury Money
Market Portfolio and Money Market Portfolio that would remove the current
restrictions on portfolio securities lending. As amended, the investment
limitation
6
<PAGE> 9
on loans with respect to each of these Portfolios would provide that a Portfolio
may not "[m]ake loans, except that a Portfolio may purchase or hold debt
instruments in accordance with its investment objective and policies, lend
portfolio securities and enter into repurchase agreements with respect to
securities (together with any cash collateral) that are consistent with the
Portfolio's permitted investments and that equal at all times at least 100% of
the value of the repurchase price." (Emphasis added.)
Subject to approval of the proposed amendment by shareholders at the
Meeting, each Portfolio would be permitted to loan portfolio securities to
financial institutions such as banks and broker-dealers in accordance with
policies adopted from time to time by the Fund. The Fund expects that such
policies would provide that portfolio securities would be loaned only if
collateral is continuously maintained by the Fund's custodian at no less than
102% of the amount of the loan by "marking to market" daily, and that any cash
collateral received by a Portfolio in connection with its loans would be
invested in U.S. Government securities and repurchase agreements collateralized
by U.S. Government securities.
Securities loans offer the potential of increasing the income earned by a
Portfolio in connection with its investment activities. Securities loans also
involve, however, risks of delay in receiving additional collateral or in
recovering the securities loaned or even loss of rights in the collateral should
the borrower of the securities fail financially. In addition, such loans involve
risk of loss in connection with the investment of cash collateral received by a
Portfolio from the borrower of the loaned securities. A Portfolio's ability to
maintain its net asset value at $1.00 per share may be affected in the event of
such a loss. Securities loans will, however, be made only to borrowers deemed by
the Portfolios' investment adviser to be creditworthy and only when, in its
judgment, the income to be earned from the loan justifies the attendant risks.
Approval of the proposal to change the Portfolios' fundamental investment
limitations to permit securities lending requires the affirmative vote of the
holders of "a majority of the outstanding shares" of each of the Treasury Money
Market Portfolio and Money Market Portfolio voting separately by Portfolio. The
term "a majority of the outstanding shares" is defined in the 1940 Act to mean
the lesser of (i) 67% of the shares of the Portfolio present at the Meeting if
the holders of more than 50% of the outstanding shares of such Portfolio are
present in person or by proxy, or (ii) more than 50% of the outstanding shares
of such Portfolio. If the proposal is approved by the shareholders of either
Portfolio at the Meeting, the change will thereafter be effective with respect
to that Portfolio whether or not the proposal is approved by the shareholders of
the other Portfolio.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE APPROVAL
OF THE CHANGE IN THE FUNDAMENTAL INVESTMENT LIMITATIONS OF THE TREASURY MONEY
MARKET PORTFOLIO AND MONEY MARKET PORTFOLIO TO PERMIT SECURITIES LENDING.
7
<PAGE> 10
VOTING INFORMATION
RECORD DATE. Only shareholders of record at the close of business on
November 3, 1997 will be entitled to vote at the Meeting. On that date, the
outstanding shares were as follows:
<TABLE>
<CAPTION>
NUMBER OF
PORTFOLIO AND CLASS OF SHARES SHARES OUTSTANDING
- ---------------------------------------------------------------------------- ------------------
<S> <C>
Money Market Portfolio
Trust Shares........................................................... 974,544,168.070
Institutional Shares................................................... 22,522,118.080
Investor A Shares...................................................... 150,285,800.140
Investor B Shares...................................................... 82,239.830
Treasury Money Market Portfolio
Trust Shares........................................................... 195,644,151.090
Institutional Shares................................................... 231,270.230
Investor A Shares...................................................... 6,716,588.080
Tax-Exempt Money Market Portfolio
Trust Shares........................................................... 144,486,944.250
Investor A Shares...................................................... 16,508,859.710
U.S. Government Securities Portfolio
Trust Shares........................................................... 6,675,408.735
Institutional Shares................................................... 663,198.271
Investor A Shares...................................................... 491,347.767
Investor B Shares...................................................... 43,917.774
Intermediate Corporate Bond Portfolio
Trust Shares........................................................... 4,341,459.585
Institutional Shares................................................... 2,712.856
Investor A Shares...................................................... 25,804.688
Bond Index Portfolio
Trust Shares........................................................... 13,431,425.177
Institutional Shares................................................... 2,702.602
Investor A Shares...................................................... 3,441.758
Government & Corporate Bond Portfolio
Trust Shares........................................................... 14,391,993.313
Institutional Shares................................................... 1,622,809.699
Investor A Shares...................................................... 430,521.158
Investor B Shares...................................................... 56,395.714
Short-Intermediate Municipal Portfolio
Trust Shares........................................................... 3,020,907.417
Investor A Shares...................................................... 1,616.553
</TABLE>
8
<PAGE> 11
<TABLE>
<CAPTION>
NUMBER OF
PORTFOLIO AND CLASS OF SHARES SHARES OUTSTANDING
- ---------------------------------------------------------------------------- ------------------
<S> <C>
Missouri Tax-Exempt Bond Portfolio
Trust Shares........................................................... 6,197,737.192
Investor A Shares...................................................... 2,004,480.877
Investor B Shares...................................................... 117,936.295
National Municipal Bond Portfolio
Trust Shares........................................................... 34,303,201.161
Investor A Shares...................................................... 43,408.680
Investor B Shares...................................................... 36,279.832
Equity Income Portfolio
Trust Shares........................................................... 11,377,858.735
Institutional Shares................................................... 101.535
Investor A Shares...................................................... 14,982.543
Investor B Shares...................................................... 3,774.036
Equity Index Portfolio
Trust Shares........................................................... 2,658,016.876
Institutional Shares................................................... 668.641
Investor A Shares...................................................... 8,503.343
Growth & Income Equity Portfolio
Trust Shares........................................................... 15,313,280.774
Institutional Shares................................................... 4,327,637.368
Investor A Shares...................................................... 2,189,487.448
Investor B Shares...................................................... 296,924.706
Small Cap Equity Portfolio
Trust Shares........................................................... 13,995,970.835
Institutional Shares................................................... 2,288,051.542
Investor A Shares...................................................... 1,015,973.779
Investor B Shares...................................................... 103,384.426
International Equity Portfolio
Trust Shares........................................................... 4,548,120.688
Institutional Shares................................................... 572,584.869
Investor A Shares...................................................... 239,620.333
Investor B Shares...................................................... 50,236.412
Balanced Portfolio
Trust Shares........................................................... 3,941,486.814
Institutional Shares................................................... 4,633,625.168
Investor A Shares...................................................... 748,563.452
Investor B Shares...................................................... 38,446.461
</TABLE>
9
<PAGE> 12
With the exception of Proposal 3, for which only shares of the Treasury Money
Market Portfolio and Money Market Portfolio will vote on a
Portfolio-by-Portfolio basis, all shares of the Fund will vote in the aggregate
and not by class or Portfolio at the Meeting.
QUORUM. A quorum is constituted with respect to the Fund, and, for
Proposal 3, with respect to each of the Treasury Money Market Portfolio and
Money Market Portfolio, by the presence in person or by proxy of the holders of
more than 50% of the outstanding shares. For purposes of determining the
presence of a quorum, abstentions, but not broker "non-votes" (that is, proxies
from brokers or nominees indicating that such persons have not received
instructions from the beneficial owners or other persons entitled to vote shares
on a particular matter with respect to which the brokers or nominees do not have
discretionary power), will be treated as shares that are present at the Meeting
but which have not been voted. Abstentions and broker "non-votes" will have the
effect of a "no" vote for purposes of obtaining the requisite approval of each
proposal.
In the event that a quorum is not present at the Meeting or at any
adjournment thereof, or in the event that a quorum is present at the Meeting but
sufficient votes to approve any of the proposals are not received, the persons
named as proxies, or their substitutes, may propose and vote for one or more
adjournments of the Meeting to permit the further solicitation of proxies. Any
such adjournment will require the affirmative vote of a majority of those shares
affected by the adjournment that are represented at the Meeting in person or by
proxy. If a quorum is present, the persons named as proxies will vote those
proxies which they are entitled to vote FOR any of the proposals in favor of
such adjournments, and will vote those proxies required to be voted AGAINST all
proposals against any such adjournments.
OTHER SHAREHOLDER INFORMATION. At the record date for the Meeting,
affiliates of Mercantile Bancorporation Inc. ("Mercantile") held of record
approximately 92.57% of the outstanding shares of the Fund as agent or custodian
for their customers. In addition, at that date, affiliates of Mercantile held
investment and/or voting power with respect to a majority of the Fund's
outstanding shares on behalf of their customers. The name, address and share
ownership of each person who may have possessed sole or shared voting or
investment power with respect to more than 5% of the Fund's outstanding shares
at that date were:
<TABLE>
<CAPTION>
CLASS AND PERCENTAGE PERCENTAGE
AMOUNT OF OF CLASS OF PORTFOLIO
FUND NAME AND ADDRESS SHARES OWNED OWNED SHARES OWNED
- ---------------- ----------------------------------- --------------- ---------- -------------
<S> <C> <C> <C> <C>
Money Market National Financial Services Corp. Investor A 90.695 11.948
Portfolio For The Benefit of Our Customers 137,099,190.190
1 Work Financial Center
200 Liberty St., 5th Floor
New York, NY 10281
Mercantile Bank N.A. Trust 35.509 33.266
Trust Securities Unit 17-1 381,701,067.330
Attn: Dede Clark
P.O. Box 387, Main Post Office
St. Louis, MO 63166
</TABLE>
10
<PAGE> 13
<TABLE>
<CAPTION>
CLASS AND PERCENTAGE PERCENTAGE
AMOUNT OF OF CLASS OF PORTFOLIO
FUND NAME AND ADDRESS SHARES OWNED OWNED SHARES OWNED
- ---------------- ----------------------------------- --------------- ---------- -------------
<S> <C> <C> <C> <C>
Hawaiian Trust Company Ltd. Trust 6.269 5.874
783 Funds Accounting 67,396,493.070
P.O. Box 3170
Honolulu, HI 96802
BISYS Fund Services Trust 37.114 34.769
FOB Mercantile EOD Sweep 398,951,940.950
Attn: Linda Zerbe
First & Market Building
Suite 300
Pittsburgh, PA 15222
Hawaiian Trust Company Ltd. Trust 7.077 6.630
783 Funds Accounting 76,074,385.820
P.O. Box 3170
Honolulu, HI 96803
Mercantile Bank of St. Louis N.A. Institutional 93.121 1.814
Attn: Trust Sec. Unit 17-1 20,816,569.510
P.O. Box 387
St. Louis, MO 63166
Mercantile Bank Institutional 6.174 0.120
Expediter Daily Valuation Acct. 1,380,353.860
Attn: Institutional Retirement
TRAM 16-2
P.O. Box 387
St. Louis, MO 63166
Mercantile Bank of St. Louis N.A. Investor B 5.160 0.000
Edwin C. Hogrebe 4,262.240
IRA
5537 Goethe
St. Louis, MO 63109
Mercantile Bank of St. Louis N.A. Investor B 12.587 0.000
Wayne D. Matheis 10,397.470
Rollover IRA
RR2, Box 142
Russellville, MO 65704
Merlin R. Burke & Mary Alice Burke Investor B 5.440 0.000
JTWROS 4,493.980
2516 High Land
Sedalia, MO 65301
</TABLE>
11
<PAGE> 14
<TABLE>
<CAPTION>
CLASS AND PERCENTAGE PERCENTAGE
AMOUNT OF OF CLASS OF PORTFOLIO
FUND NAME AND ADDRESS SHARES OWNED OWNED SHARES OWNED
- ---------------- ----------------------------------- --------------- ---------- -------------
<S> <C> <C> <C> <C>
Homer R. Turner & Edna M. Turner Investor B 8.297 0.000
Trst Edna M. Turner Trust 6,853.480
Dtd. 04 17 90
33409 E. Pink Hill Rd.
Grain Valley, MO 64029
Alberta Buenemann & Investor B 7.808 0.000
Ernie W. Buenemann 6,450.060
Trst Alberta Buenemann
Rev. Liv. Trust
Dtd. 08 30 91
1649 Sand Run Rd.
Troy, MO 63379
Mercantile Bank of St. Louis, N.A. Investor B 5.811 0.000
Pheba A. Steinmeyer 4,800.460
IRA
HC 3, Box 1266
Rocky Mt., MO 65702
Treasury Money National Financial Services Corp. Investor A 59.878 2.002
Market For The Benefit of Our Customers 4,055,694.630
Portfolio 1 World Financial Center
200 Liberty St., 5th Floor
New York, NY 10281
Mercantile Bank of St Louis, N.A. Investor A 7.829 0.262
Richard E. Crippa 530,281.460
Rollover IRA
2948 Castelford Dr.
Florissant, MO 63033
St. Louis Regional Medical Center Investor A 25.410 0.850
Attn: Sharon Edison 1,721,079.560
535 Delmar Blvd.
St Louis, MO 63112
Mercantile Bank N.A. Trust Trust 44.314 57.761
Trust Securities Unit 17-1 117,018,679.649
Attn: Dede Clark
P.O. Box 387, Main Post Office
St. Louis, MO 63166
</TABLE>
12
<PAGE> 15
<TABLE>
<CAPTION>
CLASS AND PERCENTAGE PERCENTAGE
AMOUNT OF OF CLASS OF PORTFOLIO
FUND NAME AND ADDRESS SHARES OWNED OWNED SHARES OWNED
- ---------------- ----------------------------------- --------------- ---------- -------------
<S> <C> <C> <C> <C>
BISYS Fund Services Trust 23.305 22.506
FBO Mercantile EOD Sweep 45,594,869.412
Attn: Linda Zerbe
First & Market Bldg., Suite 300
Pittsburgh, PA 15222
Mercantile Bank Of Arkansas Trust 5.602 5.410
Cust Treasurers Office 10,959,985.344
State of AR
Attn: Stephanie Noel
220 State Capitol
Little Rock, AR 72201
Mercantile Bank of St. Louis N.A. Institutional 99.995 0.114
Attn: Trust Sec Unit 17-1 231,268.290
P.O. Box 387
St. Louis, MO 63166
Tax Exempt National Financial Services Corp. Investor A 97.906 10.509
Money Market For The Benefit of Our Customers 15,868,362.240
Portfolio 1 World Financial Center
200 Liberty St., 5th Floor
New York, NY 10281
Mercantile Bank N.A. Trust Trust 82.258 78.068
Trust Securities Unit 17-1 117,879,757.790
Attn: Dede Clark
P.O. Box 387, Main Post Office
St. Louis, MO 63166
BISYS Fund Services Trust 11.640 11.047
FBO Mercantile EBO Sweep 16,680,681.360
Attn: Linda Zerbe
First & Market Bldg., Suite 300
Pittsburgh, PA 15222
Growth & Locust & Company Trust 52.722 36.824
Income Mercantile Bank St. Louis N.A. 8,074,601.963
Equity Trust Securities Unit 17-1
Portfolio P.O. Box 387
St. Louis, MO 63166
</TABLE>
13
<PAGE> 16
<TABLE>
<CAPTION>
CLASS AND PERCENTAGE PERCENTAGE
AMOUNT OF OF CLASS OF PORTFOLIO
FUND NAME AND ADDRESS SHARES OWNED OWNED SHARES OWNED
- ---------------- ----------------------------------- --------------- ---------- -------------
<S> <C> <C> <C> <C>
Olive & Company Trust 43.608 30.459
Mercantile Bank St. Louis N.A. 6,678,752.241
Trust Securities Unit 17-1
P.O. Box 387
St. Louis, MO 63166
Locust & Company Institutional 94.276 18.664
Mercantile Bank St. Louis N.A. 4,092,462.745
Attn: Trust Sec Unit 17-1
P.O. Box 387
St. Louis, MO 63166
Mercantile Bank Institutional 5.140 1.018
Expediter Daily Valuation Acct 223,140.001
Attn: Institutional Retirement
TRAM 16-2
P.O. Box 387
St. Louis, MO 63166
Small Cap Olive & Company Trust 12.467 10.030
Equity Mercantile Bank St. Louis N.A. 1,745,562.254
Portfolio Trust Securities Unit 17-1
P.O. Box 387
St. Louis, MO 63166
Locust & Company Trust 37.119 29.863
Mercantile Bank St. Louis N.A. 5,197,238.294
Trust Securities Unit 17-1
P.O. Box 387
St. Louis, MO 63166
Boatmens Trust Co. Trust 5.818 4.681
Trst Sheet Metal 814,720.391
Mississippi Valley
P.O. Box 14737
St. Louis, MO 63178
State Street Bank & Trust Co. Trust 15.579 12.534
Trst Pioneer Hi-Bred 2,181,412.687
International Savings Plan Trust
Attn: Chris Murphy
One Enterprise Dr.
North Quincy, MA 02171
</TABLE>
14
<PAGE> 17
<TABLE>
<CAPTION>
CLASS AND PERCENTAGE PERCENTAGE
AMOUNT OF OF CLASS OF PORTFOLIO
FUND NAME AND ADDRESS SHARES OWNED OWNED SHARES OWNED
- ---------------- ----------------------------------- --------------- ---------- -------------
<S> <C> <C> <C> <C>
American Bar Endowment Trust 6.740 5.423
750 N. Lake Shore Dr. 943,804.234
Chicago, IL 60611
The Northern Trust Co. Trust 7.227 5.815
Trst Carpenters Pension Trust Fund 1,011,986.164
A/C 26-43664
Attn: Mutual Fund
P.O. Box 92956
Chicago, IL 60675
Locust & Company Institutional 93.143 12.295
Mercantile Bank St. Louis N.A. 2,139,815.337
Attn: Trust SEC Unit 17-1
P.O. Box 387
St. Louis, MO 63166
Mercantile Bank Institutional 6.856 0.905
Expediter Daily Valuation Account 157,523.700
Attn: Institutional Retirement
Tram 16-2
P.O. Box 387
St. Louis, MO 63166
U.S. Government Mercantile Bank of St Louis, N.A. Investor A 6.509 0.406
Securities Edmund C. Albrecht, Jr. 31,987.565
Portfolio IRA
236 Carlyle Lake Dr.
St. Louis, MO 63141
Mercantile Bank of St Louis, N.A. Investor A 5.420 0.338
William J. Gaffney 26,632.654
IRA Rollover
1424 Bopp Rd.
St Louis, MO 63131
Locust & Company Trust 47.559 41.334
Mercantile Bank St. Louis N.A. 3,254,579.512
Trust Securities Unit 17-1
P.O. Box 387
St. Louis, MO 63166
</TABLE>
15
<PAGE> 18
<TABLE>
<CAPTION>
CLASS AND PERCENTAGE PERCENTAGE
AMOUNT OF OF CLASS OF PORTFOLIO
FUND NAME AND ADDRESS SHARES OWNED OWNED SHARES OWNED
- ---------------- ----------------------------------- --------------- ---------- -------------
<S> <C> <C> <C> <C>
Olive & Company Trust 47.589 41.360
Mercantile Bank St. Louis N.A. 3,256,670.046
Trust Securities Unit 17-1
P.O. Box 387
St. Louis, MO 63166
Locust & Company Institutional 96.378 8.129
Mercantile Bank St. Louis N.A. 640,029.165
Attn: Trust SEC Unit 17-1
P.O. Box 387
St. Louis, MO 63166
NFSC FEBO M22-050270 Investor B 5.925 0.033
NFSC FMTC IRA 2,602.307
FBO Patricia J. Vonder Haar
4022 AV F
St. Louis, MO 63123
NFSC FEBO M22-109274 Investor B 7.366 0.041
Esther E. Cantley TTEE 3,235.378
Esther E. Cantley TR
U A 4 21 97
Rt. 3, Box 692
Cabool, MO 65689
NFSC FEBO M26-042811 Investor B 5.494 0.031
Glenda Kay Atkins 2,413.090
508 Grand Ave.
Forest City, MO 64451
NSFC FEBO M26-044423 Investor B 13.255 0.119
NFSC FMTC IRA 5,821.689
FBO Wayne Bruck
Rt. 3
St. Joseph, MO 64505
Balanced Mercantile Bank of St. Louis, N.A. Investor A 5.660 0.489
Portfolio Robert W. Davis 42,371.776
Rollover IRA
818 Broadway
Elsberry, MO 63343
</TABLE>
16
<PAGE> 19
<TABLE>
<CAPTION>
CLASS AND PERCENTAGE PERCENTAGE
AMOUNT OF OF CLASS OF PORTFOLIO
FUND NAME AND ADDRESS SHARES OWNED OWNED SHARES OWNED
- ---------------- ----------------------------------- --------------- ---------- -------------
<S> <C> <C> <C> <C>
Olive & Company Trust 5.439 2.478
Mercantile Bank St. Louis N.A. 214,613.575
Trust Securities Unit 17-1
P.O. Box 387
St. Louis, MO 63166
Locust & Company Trust 94.401 43.002
Mercantile Bank St. Louis N.A. 3,724,878.460
Trust Securities Unit 17-1
P.O. Box 387
St. Louis, MO 63166
Locust & Company Institutional 89.407 47.892
Mercantile Bank St. Louis N.A. 4,148,442.806
Attn: Trust SEC Unit 17-1
P.O. Box 387
St. Louis, MO 63166
Mercantile Bank Institutional 10.592 5.674
Expediter Daily Valuation Account 491,459.589
Attn: Institutional Retirement
Tram 16-2
P.O. Box 387
St. Louis, MO 63166
Mercantile Bank of St. Louis, N.A. Investor B 6.887 0.031
Richard Dell Woods 2,648.162
SEP IRA
3114 Pickett Rd.
St. Joseph, MO 64503
Mercantile Bank of St. Louis, N.A. Investor B 5.364 0.024
Edmund Frances Codr 2,062.575
Rollover IRA
2820 S. 42nd St.
St. Joseph, MO 64502
Mercantile Bank of St. Louis, N.A. Investor B 5.657 0.025
Gerald C. Pasch 2,175.181
IRA
2817 Duncan
St. Joseph, MO 64507
</TABLE>
17
<PAGE> 20
<TABLE>
<CAPTION>
CLASS AND PERCENTAGE PERCENTAGE
AMOUNT OF OF CLASS OF PORTFOLIO
FUND NAME AND ADDRESS SHARES OWNED OWNED SHARES OWNED
- ---------------- ----------------------------------- --------------- ---------- -------------
<S> <C> <C> <C> <C>
NFSC FEBO M22-030490 Investor B 5.984 0.027
NFSC FMTC IRA 2,300.686
FBO Loren D. Salmons
7 Ranchero Dr.
St. Charles, MO 63303
NFSC FEBO M24-023507 Investor B 10.124 0.045
Louis Stortenbecker Sr. 3,892.681
RR 3, Box 158
Council Bluffs, IA 51503
Government & Mercantile Bank of St. Louis, NA Investor A 6.441 0.168
Corporate Bond Eugene F. Tucker 27,730.681
Portfolio IRA Rollover
70 Berkshire
St. Louis, MO 63117
Locust & Company Trust 45.349 39.592
Mercantile Bank St. Louis N.A. 6,533,326.989
Trust Securities Unit 17-1
P.O. Box 387
St. Louis, MO 63166
Olive & Company Trust 52.386 45.736
Mercantile Bank St. Louis N.A. 7,547,167.830
Trust Securities Unit 17-1
P.O. Box 387
St. Louis, MO 63166
Locust & Company Institutional 92.810 9.145
Mercantile Bank St. Louis N.A. 1,509,030.935
Attn: Trust SEC Unit 17-1
P.O. Box 387
St. Louis, MO 63166
Mercantile Bank Institutional 6.673 0.658
Expediter Daily Valuation Account 108,512.945
Attn: Institutional Retirement
TRAM 16-2
P.O. Box 387
St. Louis, MO 63166
</TABLE>
18
<PAGE> 21
<TABLE>
<CAPTION>
CLASS AND PERCENTAGE PERCENTAGE
AMOUNT OF OF CLASS OF PORTFOLIO
FUND NAME AND ADDRESS SHARES OWNED OWNED SHARES OWNED
- ---------------- ----------------------------------- --------------- ---------- -------------
<S> <C> <C> <C> <C>
Mercantile Bank of St. Louis, NA Investor B 5.617 0.019
Gerald C. Pasch 3,173.090
IRA
2817 Duncan
St. Joseph, MO 64507
NFSC FEBO M22-038792 Investor B 10.751 0.037
Alvina Borgard 6,073.325
Michael A. Borgard
1502 Topping Rd.
Town & Country, MO 63131
NFSC FEBO M22-050563 Investor B 5.930 0.020
Carl S. Jackson 3,350.150
Steven J. Jackson
3016 Sunset Dr., Apt. B
Carbondale, IL 62901
NFSC FEBO M26-040169 Investor B 5.077 0.017
Lewis D. Kelly 2,868.069
Leola F. Kelly
527 N. Ellsworth Ave.
Marshall, MO 65340
Mercantile Bank of St. Louis, N.A. Investor B 7.213 0.025
Wayne D. Matheis 4,074.920
Rollover IRA
RR 2, Box 142
Russellville, MO 65074
Missouri Locust & Company Trust 8.906 6.636
Tax-Exempt Mercantile Bank St. Louis N.A. 552,102.929
Bond Portfolio Trust Securities Unit 17-1
P.O. Box 387
St. Louis, MO 63166
Olive & Company Trust 89.303 66.537
Mercantile Bank St. Louis N.A. 5,535,944.719
Trust Securities Unit 17-1
P.O. Box 387
St. Louis, MO 63166
Corelink Financial, Inc. Investor B 51.385 0.728
P.O. Box 4054 60,601.962
Concord, CA 94524
</TABLE>
19
<PAGE> 22
<TABLE>
<CAPTION>
CLASS AND PERCENTAGE PERCENTAGE
AMOUNT OF OF CLASS OF PORTFOLIO
FUND NAME AND ADDRESS SHARES OWNED OWNED SHARES OWNED
- ---------------- ----------------------------------- --------------- ---------- -------------
<S> <C> <C> <C> <C>
NFSC FEBO M22-036374 Investor B 0.104 0.104
Laura May Young TTEE 8,650.519
Of The Laura May Young Tr.
U A 8 14 95
427 Cliffside Dr.
St. Louis, MO 63122
International Frances Dakers Investor A 12.216 0.052
Equity 200 E. 89th St. 28D 28,826.767
Portfolio New York, NY 10128
Locust & Company Trust 46.640 39.225
Attn: Trust Sec Unit 17-1 2,122,279.389
P.O. Box 387
St. Louis, MO 63166
Olive & Company Trust 46.517 39.121
Attn: Trust SEC Unit 17-1 2,116,677.714
P.O. Box 387
St. Louis, MO 63166
Boat & Co. Trust 5.417 4.556
P.O. Box 14737 246,498.147
St. Louis, MO 63178
Locust & Company Institutional 96.471 10.286
Attn: Trust SEC Unit 17-1 556,555.567
P.O. Box 387
St. Louis, MO 63166
Short- James Sutten Investor A 6.582 0.004
Intermediate P.O. Box 2465 106.413
Municipal Inverness, FL 34451
Portfolio
Lane P. Baker Investor A 93.351 0.050
& Madelynn A. Baker 1,509.070
JTWROS P.O. Box 979
Essex, CT 06426
Olive & Company Trust 96.549 96.498
Attn: Trust SEC Unit 17-1 2,916,677.322
P.O. Box 387
St. Louis, MO 63166
</TABLE>
20
<PAGE> 23
<TABLE>
<CAPTION>
CLASS AND PERCENTAGE PERCENTAGE
AMOUNT OF OF CLASS OF PORTFOLIO
FUND NAME AND ADDRESS SHARES OWNED OWNED SHARES OWNED
- ---------------- ----------------------------------- --------------- ---------- -------------
<S> <C> <C> <C> <C>
National Lane P. Baker Investor A 10.661 0.013
Municipal & Madelynn A. Baker 4,628.138
Bond Portfolio JTWROS
P.O. Box 979
Essex, CT 06426
Gail P. Ruga Investor A 24.177 0.031
BIN 7137-2175 10,495.120
207 Aintree Rd.
Rolla, MO 65401
Kim P. Wheeler Investor A 24.177 0.031
1003 S. 19th 10,495.120
Rogers, AR 72758
Charles O. Lewis Investor A 5.782 0.007
1825 39th Ave. 2,510.092
Vero Beach, FL 32960
Patricia Andrews Matthews Investor A 5.782 0.007
5299 Proctor Rd. 2,510.086
Casto Valley, CA 94546
NFSC FEBO M27-045063 Investor A 11.714 0.015
Eleanor R. Strain TTEE 5,085.211
Of The Eleanor R. Strain Tr.
U A 11 16 84
33 Log Cabin Dr.
St. Louis, MO 63124
NFSC FEBO M22-119300 Investor A 16.333 0.021
Elisabeth M. Goelz 7,090.065
5 Gerold Ln.
Belleville, MO 63223
Olive & Company Trust 99.758 99.621
Mercantile Bank St. Louis N.A. 34,252,610.584
P.O. Box 387
St. Louis, MO 36166
Corelink Financial Inc. Institutional 62.620 0.066
P.O. Box 4054 22,719.255
Concord, CA 94524
</TABLE>
21
<PAGE> 24
<TABLE>
<CAPTION>
CLASS AND PERCENTAGE PERCENTAGE
AMOUNT OF OF CLASS OF PORTFOLIO
FUND NAME AND ADDRESS SHARES OWNED OWNED SHARES OWNED
- ---------------- ----------------------------------- --------------- ---------- -------------
<S> <C> <C> <C> <C>
NFSC FEBO M22-988642 Institutional 10.829 0.011
Ronald E. Ryan 3,929.088
Marian H. Ryan
875 Glen Elm Dr.
St. Louis, MO 63122
NFSC FEBO M22-967220 Institutional 15.532 0.016
Casatta Rev. Liv. Trust 5,635.104
Raymond H. Casatta U A 10 06 87
5658 Tholozan
St. Louis, MO 65109
NFSC FEBO M22-961817 Institutional 10.729 0.011
Gladine Coleman 3,892.783
Andrew B. Coleman
5945 Loughborough
St. Louis, MO 63109
Intermediate Gary E. Timmons Investor A 8.490 0.050
Corporate P.O. Box 3149 2,190.916
Bond Portfolio Laredo, TX 78044
Jill Larson Investor A 8.490 0.050
27165 Pinario 2,190.916
Mission Viejo, CA 91692
George Gregory Timmons Investor A 8.490 0.050
1332 E. Desert Cv. 2,190.916
Phoenix, AZ 85020
Betty Jane Eckhart Investor A 28.959 0.171
Trst Betty Jane Eckhart Trust U/A 7,472.898
Dtd. 04 19 82
28265 Beech Rd.
Sarcoxie, MO 64862
Lynn C. Prescott Investor A 28.293 0.098
4180 Rincon Cir. 7,301.009
Palo Alto, CA 94306
NFSC FEBO M22-988855 Investor A 10.733 0.063
Edwin N. Howald 2,769.758
415 N. Tucker, Apt. 1029
St. Louis, MO 63101
</TABLE>
22
<PAGE> 25
<TABLE>
<CAPTION>
CLASS AND PERCENTAGE PERCENTAGE
AMOUNT OF OF CLASS OF PORTFOLIO
FUND NAME AND ADDRESS SHARES OWNED OWNED SHARES OWNED
- ---------------- ----------------------------------- --------------- ---------- -------------
<S> <C> <C> <C> <C>
Olive & Company Trust 95.179 94.625
Mercantile Bank St. Louis N.A. 4,135,103.247
Trust Securities Unit 17-1
P.O. Box 387
St. Louis, MO 63166
Locust & Company Institutional 96.135 0.060
Mercantile Bank St. Louis N.A. 2,608.007
Trust Securities Unit 17-1
P.O. Box 387
St. Louis, MO 63166
Equity Income Betty Jane Eckhart Investor A 26.201 0.034
Portfolio Trst Betty Jane Eckhart Trust U/A 3,925.694
Dtd. 04 19 82
28265 Beech Rd.
Sarcoxie, MO 64862
Lynn C. Prescott Investor A 25.974 0.034
4180 Rincon Cir. 3,891.681
Palo Alto, CA 94306
Thomas Young Investor A 19.417 0.026
Trst Beatrice Young Trust 2,909.250
Dtd. 8 15 69 A/C M27997382
9204 Roger Lee Ln.
St. Louis, MO 63126
Thomas Young Investor A 11.985 0.016
Trst Henry Young Trust 1,795.709
Dtd. 11 12 69 A/C M27997390
9204 Roger Lee Ln.
St. Louis, MO 63126
Mercantile Bank of St. Louis, Investor A 5.322 0.007
Custodian 797.513
Robert Joseph Bockerstett
IRA
10710 Willinda Dr.
St. Louis, MO 63123
Olive & Company Trust 97.728 97.428
Mercantile Bank St. Louis N.A. 11,103,633.931
Trust Securities Unit 17-1
P.O. Box 387
St. Louis, MO 63166
</TABLE>
23
<PAGE> 26
<TABLE>
<CAPTION>
CLASS AND PERCENTAGE PERCENTAGE
AMOUNT OF OF CLASS OF PORTFOLIO
FUND NAME AND ADDRESS SHARES OWNED OWNED SHARES OWNED
- ---------------- ----------------------------------- --------------- ---------- -------------
<S> <C> <C> <C> <C>
BISYS Fund Services OH, Inc. Institutional 100.000 0.000
Attn: Admin. & Regulatory Services 101.535
3435 Stelzer Rd.
Columbus, OH 43219
Corelink Financial, Inc. Investor B 15.449 0.005
P.O. Box 4054 583.057
Concord, CA 94524
NFSC FEBO M22-979570 Investor B 48.221 0.016
NFSC FMTC IRA Rollover 1,819.883
FBO Kevin O. Webb
1107 Wilshire
St. Louis, MO 63130
NFSC FEBO M24-988707 Investor B 27.969 0.009
NFSC FMTC IRA Rollover 1,055.595
FBO Wayne L. Clough
1176 Liberty Ave.
Waterloo, IA 50702
NFSC FEBO M23-999598 Investor B 5.686 0.002
Randy R. Hamill 214.611
Carol K Hamill
9333 W. MacArthur
Wichita, KS 67215
Bond Index Mary Helen Schaeffer Investor A 10.443 0.003
Portfolio 5801 Quantrell Ave., No. L3 359.439
Alexandria, VA 22312
Thomas Young Investor A 43.459 0.011
Trst Beatrice Young Trust 1,495.777
Dtd. 8 15 69 A/C M27997382
9204 Roger Lee Ln.
St. Louis, MO 63126
Thomas Young Investor A 24.599 0.006
Trst Henry Young Trust 846.666
Dtd. 11 12 69 A/C M27997390
9204 Roger Lee Ln.
St. Louis, MO 63126
</TABLE>
24
<PAGE> 27
<TABLE>
<CAPTION>
CLASS AND PERCENTAGE PERCENTAGE
AMOUNT OF OF CLASS OF PORTFOLIO
FUND NAME AND ADDRESS SHARES OWNED OWNED SHARES OWNED
- ---------------- ----------------------------------- --------------- ---------- -------------
<S> <C> <C> <C> <C>
NFSC FEBO M23-983284 Investor A 17.059 0.004
Amy C. Gaut 587.160
Andrew W. Gaut
Michael Fleming
8601 Juniper
Prairie Village, KS 66207
Olive & Company Trust 98.622 98.687
Mercantile Bank St. Louis N.A. 13,261,151.690
Trust Securities Unit 17-1
P.O. Box 387
St. Louis, MO 63166
Locust & Company Institutional 96.121 0.019
Mercantile Bank St. Louis N.A. 2,597.774
Trust Securities Unit 17-1
P.O. Box 387
St. Louis, MO 63166
Equity Index NFSC FEBO M22-108910 Investor A 17.292 0.055
Portfolio Daniel J. Pierron 1,470.442
1531 Washington 3F
St. Louis, MO 63103
NFSC FEBO M22-026204 Investor A 7.547 0.024
NFSC FMTC IRA 641.785
FBO Robert L. Nussbaumer
9021 Rock Forest Dr.
St. Louis, MO 63123
NFSC FEBO M23-999598 Investor A 7.662 0.024
Randy R. Hamill 651.561
Carol K. Hamill
9333 W. MacArthur
Wichita, KS 67215
NFSC FEBO M22-042951 Investor A 5.779 0.018
Louis P. Vetere 491.492
6317 Southwood 3W
St. Louis, MO 63105
NFSC FEBO M22-986046 Investor A 7.738 0.025
Curtis A. Parvin 658.008
Patricia J. Parvin
216 Trail Top Ct.
Chesterfield, MO 63017
</TABLE>
25
<PAGE> 28
<TABLE>
<CAPTION>
CLASS AND PERCENTAGE PERCENTAGE
AMOUNT OF OF CLASS OF PORTFOLIO
FUND NAME AND ADDRESS SHARES OWNED OWNED SHARES OWNED
- ---------------- ----------------------------------- --------------- ---------- -------------
<S> <C> <C> <C> <C>
NFSC FEBO M24-020591 Investor A 5.464 0.017
James L. Norton 464.653
801 Cedar Cross Road
Dubuque, IA 52003
NFSC FEBO M23-038148 Investor A 8.631 0.028
NFSC FMTC IRA 733.928
FBO Burt Evans
1052 Jana Dr.
Lawrence, KS 66049
NFSC FEBO M24-091340 Investor A 9.600 0.031
Thomas H. Thompson 816.327
2122 California St.
Cedar Falls, IA 50613
Locust & Company Trust 95.743 95.420
Mercantile Bank St. Louis N.A. 2,545,029.625
Trust Securities Unit 17-1
P.O. Box 387
St. Louis, MO 63166
Locust & Company Institutional 84.937 0.021
Mercantile Bank St. Louis N.A. 567.925
Trust Securities Unit 17-1
P.O. Box 387
St. Louis, MO 63166
BISYS Fund Services Institutional 15.062 0.004
Attn: Admin & Regulatory Services 100.716
3435 Stelzer Rd.
Columbus, OH 43219
</TABLE>
For purposes of the 1940 Act, any person who owns directly or through one
or more controlled companies more than 25% of the voting securities of a company
is presumed to "control" such company. Under this definition, Mercantile and its
affiliates may be deemed to be controlling persons of the Fund. The Fund has
been advised by Mercantile that subject to its fiduciary responsibilities, it
intends to vote the shares over which it has voting power FOR and AGAINST each
proposal presented at the Meeting in the same proportions as the total votes
that are cast FOR and AGAINST the proposal by other shareholders of the Fund.
26
<PAGE> 29
ADDITIONAL INFORMATION
OFFICERS. Officers of the Fund are elected by the Directors and hold
office until they resign, are removed or are otherwise disqualified to serve.
The following table sets forth certain information about the Fund's officers who
are not also Directors.
<TABLE>
<CAPTION>
OFFICER POSITION WITH PRINCIPAL OCCUPATIONS DURING PAST
NAME AND ADDRESS AGE SINCE THE FUND 5 YEARS AND OTHER AFFILIATIONS
- --------------------------- --- ------- ------------------------- ---------------------------------
<S> <C> <C> <C> <C>
Timothy S. Engelbrecht 40 1992 Vice President-Securities Director of Mutual Funds, Senior
Mississippi Valley Transactions Associate, Mississippi Valley
Advisors, Inc. 7th and Advisors Inc. (registered
Washington Streets St. investment adviser).
Louis, MO 63166
W. Bruce McConnel, III 54 1982 Secretary Partner of the law firm of
Suite 1100 1345 Chestnut Drinker Biddle & Reath LLP,
Street Philadelphia, PA Philadelphia, Pennsylvania since
19107 1977.
Walter B. Grimm 3435 52 1993 Vice President and Employee of BISYS Fund Services.
Stelzer Road Columbus, OH Assistant Treasurer
43219
David Bunstine 3435 Stelzer 32 1997 Assistant Secretary Employee of BISYS Fund Services.
Road Columbus, OH 43219
</TABLE>
The officers of the Fund receive no compensation directly from the Fund for
performing the duties of their offices. Mississippi Valley Advisors Inc., of
which Mr. Engelbrecht is an employee, receives advisory fees for services it
provides to the Fund as its investment adviser. Mercantile Bank National
Association, the parent of Mississippi Valley Advisors Inc., also receives fees
for services provided as the Fund's custodian. Drinker Biddle & Reath LLP, of
which Mr. McConnel is a partner, receives legal fees for services provided to
the Fund. Messrs. Grimm and Bunstine are employed by BISYS Fund Services Ohio,
Inc., the Fund's administrator, which receives administration fees for its
services to the Fund, and by BISYS Fund Services, the Fund's distributor, which
receives fees pursuant to certain plans adopted by the Fund with respect to
certain share classes in accordance with Rule 12b-1 under the 1940 Act.
INVESTMENT ADVISER AND SUB-ADVISER. Mississippi Valley Advisors Inc., the
Fund's adviser, has its principal offices located at One Mercantile Center,
Seventh & Washington Streets, St. Louis, Missouri 63101. Clay Finlay Inc., the
sub-adviser to the Fund's International Equity Portfolio, has its principal
offices at 200 Park Avenue, 56th Floor, New York, New York 10166.
ADMINISTRATOR AND DISTRIBUTOR. BISYS Fund Services Ohio, Inc. (the
"Administrator") serves as the Fund's administrator. BISYS Fund Services (the
"Distributor") serves as the exclusive distributor of the shares of the Fund.
The Administrator's and Distributor's principal offices are located at 3435
Stelzer Road, Columbus, Ohio 43219.
27
<PAGE> 30
OTHER MATTERS
The Fund does not intend to hold Annual Meetings of Shareholders except to
the extent that such meetings may be required under the 1940 Act or state law.
Shareholders who wish to submit proposals for inclusion in the Proxy Statement
for a subsequent shareholder meeting should send their written proposals to the
Fund at its principal office within a reasonable time before such meeting.
No business other than the matters described above is expected to come
before the Meeting, but should any other matter requiring a vote of shareholders
arise, including any question as to an adjournment of the Meeting, the persons
named in the enclosed Proxy will vote thereon according to their best judgment
in the interests of the Fund.
Dated: November 20, 1997
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO
HAVE THEIR SHARES VOTED ARE REQUESTED TO COMPLETE THE ENCLOSED PROXY AND RETURN
IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
THE FUND WILL FURNISH, WITHOUT CHARGE, COPIES OF THE FUND'S ANNUAL AND
SEMI-ANNUAL REPORTS TO SHAREHOLDERS DATED NOVEMBER 30, 1996 AND MAY 31, 1997,
RESPECTIVELY, TO ANY SHAREHOLDER UPON REQUEST. THE FUND'S ANNUAL AND SEMI-ANNUAL
REPORTS TO SHAREHOLDERS MAY BE OBTAINED FROM THE FUND BY WRITING TO THE FUND AT
P.O. BOX 78069, ST. LOUIS, MISSOURI 63178 OR BY CALLING 1-800-551-3731.
28
<PAGE> 31
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
GROWTH & INCOME EQUITY PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH GROWTH & INCOME EQUITY PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 32
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
GROWTH & INCOME EQUITY PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH GROWTH & INCOME EQUITY PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 33
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
GROWTH & INCOME EQUITY PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH GROWTH & INCOME EQUITY PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 34
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
GROWTH & INCOME EQUITY PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH GROWTH & INCOME EQUITY PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 35
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
BOND INDEX PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH BOND INDEX PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 36
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
BOND INDEX PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH BOND INDEX PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 37
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
BOND INDEX PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH BOND INDEX PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 38
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
NATIONAL MUNICIPAL BOND PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH NATIONAL MUNICIPAL BOND PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 39
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
NATIONAL MUNICIPAL BOND PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH NATIONAL MUNICIPAL BOND PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 40
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
NATIONAL MUNICIPAL BOND PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH NATIONAL MUNICIPAL BOND PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 41
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
EQUITY INDEX PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH EQUITY INDEX PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 42
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
EQUITY INDEX PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH EQUITY INDEX PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 43
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
EQUITY INDEX PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH EQUITY INDEX PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 44
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
INTERMEDIATE CORPORATE BOND PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH INTERMEDIATE CORPORATE BOND PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 45
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
INTERMEDIATE CORPORATE BOND PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH INTERMEDIATE CORPORATE BOND PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 46
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
INTERMEDIATE CORPORATE BOND PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH INTERMEDIATE CORPORATE BOND PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 47
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
EQUITY INCOME PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH EQUITY INCOME PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 48
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
EQUITY INCOME PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH EQUITY INCOME PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 49
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
EQUITY INCOME PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH EQUITY INCOME PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 50
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
EQUITY INCOME PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH EQUITY INCOME PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 51
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 52
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 53
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
INTERNATIONAL EQUITY PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH INTERNATIONAL EQUITY PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 54
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
INTERNATIONAL EQUITY PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH INTERNATIONAL EQUITY PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 55
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
INTERNATIONAL EQUITY PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH INTERNATIONAL EQUITY PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 56
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
INTERNATIONAL EQUITY PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH INTERNATIONAL EQUITY PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 57
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
GOVERNMENT & CORPORATE BOND PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH GOVERNMENT & CORPORATE BOND PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 58
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
GOVERNMENT & CORPORATE BOND PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH GOVERNMENT & CORPORATE BOND PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 59
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
GOVERNMENT & CORPORATE BOND PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH GOVERNMENT & CORPORATE BOND PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 60
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
GOVERNMENT & CORPORATE BOND PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH GOVERNMENT & CORPORATE BOND PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 61
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
U.S. GOVERNMENT SECURITIES PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH U.S. GOVERNMENT SECURITIES PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 62
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
U.S. GOVERNMENT SECURITIES PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH U.S. GOVERNMENT SECURITIES PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 63
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
U.S. GOVERNMENT SECURITIES PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH U.S. GOVERNMENT SECURITIES PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 64
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
U.S. GOVERNMENT SECURITIES PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH U.S. GOVERNMENT SECURITIES PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 65
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
BALANCED PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH BALANCED PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 66
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
BALANCED PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH BALANCED PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 67
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
BALANCED PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH BALANCED PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 68
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
BALANCED PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH BALANCED PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 69
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
SMALL CAP EQUITY PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH SMALL CAP EQUITY PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 70
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
SMALL CAP EQUITY PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH SMALL CAP EQUITY PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 71
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
SMALL CAP EQUITY PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH SMALL CAP EQUITY PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 72
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
SMALL CAP EQUITY PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH SMALL CAP EQUITY PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 73
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
TAX-EXEMPT MONEY MARKET PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH TAX-EXEMPT MONEY MARKET PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 74
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
TAX-EXEMPT MONEY MARKET PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH TAX-EXEMPT MONEY MARKET PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 75
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
MISSOURI TAX-EXEMPT BOND PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH MISSOURI TAX-EXEMPT BOND PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 76
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
MISSOURI TAX-EXEMPT BOND PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH MISSOURI TAX-EXEMPT BOND PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 77
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
MISSOURI TAX-EXEMPT BOND PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS M, CLASS N, CLASS
O, CLASS P AND CLASS Q COMMON STOCK EVIDENCING INTERESTS IN THE FUND'S GROWTH &
INCOME EQUITY PORTFOLIO, GOVERNMENT & CORPORATE BOND PORTFOLIO, U.S. GOVERNMENT
SECURITIES PORTFOLIO, SMALL CAP EQUITY PORTFOLIO, BALANCED PORTFOLIO,
INTERNATIONAL EQUITY PORTFOLIO, SHORT-INTERMEDIATE MUNICIPAL PORTFOLIO,
TAX-EXEMPT MONEY MARKET PORTFOLIO, MISSOURI TAX-EXEMPT BOND PORTFOLIO, EQUITY
INCOME PORTFOLIO, NATIONAL MUNICIPAL BOND PORTFOLIO, INTERMEDIATE CORPORATE
BOND PORTFOLIO, EQUITY INDEX PORTFOLIO AND BOND INDEX PORTFOLIO, RESPECTIVELY,
HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHFD KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH MISSOURI TAX-EXEMPT BOND PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 78
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
MONEY MARKET PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL ADJOURNMENTS
OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS A COMMON STOCK EVIDENCING
INTERESTS IN THE FUND'S MONEY MARKET PORTFOLIO (THE "PORTFOLIO") HELD OF RECORD
BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE MEETING, UPON
THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME BEFORE THE
MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHMM KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH MONEY MARKET PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. PROPOSAL TO APPROVE A CHANGE IN A FUNDAMENTAL INVESTMENT LIMITATION OF THE PORTFOLIO TO PERMIT [ ] [ ] [ ]
SECURITIES LENDING;
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 79
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
MONEY MARKET PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL ADJOURNMENTS
OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS A COMMON STOCK EVIDENCING
INTERESTS IN THE FUND'S MONEY MARKET PORTFOLIO (THE "PORTFOLIO") HELD OF RECORD
BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE MEETING, UPON
THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME BEFORE THE
MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHMM KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH MONEY MARKET PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. PROPOSAL TO APPROVE A CHANGE IN A FUNDAMENTAL INVESTMENT LIMITATION OF THE PORTFOLIO TO PERMIT [ ] [ ] [ ]
SECURITIES LENDING;
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 80
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
MONEY MARKET PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL ADJOURNMENTS
OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS A COMMON STOCK EVIDENCING
INTERESTS IN THE FUND'S MONEY MARKET PORTFOLIO (THE "PORTFOLIO") HELD OF RECORD
BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE MEETING, UPON
THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME BEFORE THE
MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHMM KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH MONEY MARKET PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. PROPOSAL TO APPROVE A CHANGE IN A FUNDAMENTAL INVESTMENT LIMITATION OF THE PORTFOLIO TO PERMIT [ ] [ ] [ ]
SECURITIES LENDING;
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 81
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
MONEY MARKET PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL ADJOURNMENTS
OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS A COMMON STOCK EVIDENCING
INTERESTS IN THE FUND'S MONEY MARKET PORTFOLIO (THE "PORTFOLIO") HELD OF RECORD
BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE MEETING, UPON
THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME BEFORE THE
MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHMM KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH MONEY MARKET PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. PROPOSAL TO APPROVE A CHANGE IN A FUNDAMENTAL INVESTMENT LIMITATION OF THE PORTFOLIO TO PERMIT [ ] [ ] [ ]
SECURITIES LENDING;
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 82
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
TREASURY MONEY MARKET PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL ADJOURNMENTS
OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS B COMMON STOCK EVIDENCING
INTERESTS IN THE FUND'S TREASURY MONEY MARKET PORTFOLIO (THE "PORTFOLIO") HELD
OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHTM KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH TREASURY MONEY MARKET PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. PROPOSAL TO APPROVE A CHANGE IN A FUNDAMENTAL INVESTMENT LIMITATION OF THE PORTFOLIO TO PERMIT [ ] [ ] [ ]
SECURITIES LENDING;
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 83
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
TREASURY MONEY MARKET PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL ADJOURNMENTS
OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS B COMMON STOCK EVIDENCING
INTERESTS IN THE FUND'S TREASURY MONEY MARKET PORTFOLIO (THE "PORTFOLIO") HELD
OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHTM KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH TREASURY MONEY MARKET PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. PROPOSAL TO APPROVE A CHANGE IN A FUNDAMENTAL INVESTMENT LIMITATION OF THE PORTFOLIO TO PERMIT [ ] [ ] [ ]
SECURITIES LENDING;
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
<PAGE> 84
THE ARCH FUNDS
3435 STELZER ROAD
COLUMBUS, OH 43219
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
THE ARCH FUND, INC.
TREASURY MONEY MARKET PORTFOLIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ARCH FUND, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY
20, 1998, AT 9:00 A.M. CENTRAL TIME, AT THE OFFICES OF MISSISSIPPI VALLEY
ADVISORS INC. ONE MERCANTILE CENTER, SOUTHEAST CONFERENCE ROOM, 21ST FLOOR, ST.
LOUIS, MISSOURI 63101.
THE UNDERSIGNED HEREBY APPOINTS WALTER B. GRIMM, DAVID BUNSTINE AND SUE A.
WALTERS, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION, AS PROXIES OF THE
UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND AT ALL ADJOURNMENTS
OR POSTPONEMENTS THEREOF, ALL SHARES OF CLASS B COMMON STOCK EVIDENCING
INTERESTS IN THE FUND'S TREASURY MONEY MARKET PORTFOLIO (THE "PORTFOLIO") HELD
OF RECORD BY THE UNDERSIGNED ON NOVEMBER 3, 1997, THE RECORD DATE FOR THE
MEETING, UPON THE FOLLOWING MATTERS AND UPON ANY OTHER MATTER THAT MAY COME
BEFORE THE MEETING, IN THEIR DISCRETION.
ACCOUNT NUMBER:
SHARES:
CONTROL NO:
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X ARCHTM KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
====================================================================================================================================
ARCH TREASURY MONEY MARKET PORTFOLIO
<S> <C> <C> <C> <C>
ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote,
1. 01) D.E. BRANDT, 02) R.M. COX, JR., 03) J.J. HUNT, ALL ALL EXCEPT: mark "For All Except" and write the
04) J.C. JACOBSEN, 05) P.J. MOORE, 06) R.D. WINNEY, nominee's number on the line below.
07) J.V. WOODHAM [ ] [ ] [ ]
-----------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE FUND'S INDEPENDENT ACCOUNTANT [ ] [ ] [ ]
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998;
3. PROPOSAL TO APPROVE A CHANGE IN A FUNDAMENTAL INVESTMENT LIMITATION OF THE PORTFOLIO TO PERMIT [ ] [ ] [ ]
SECURITIES LENDING;
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
------------------------------------------------ ------------------------------------------------
| | | | | |
| | | | | |
------------------------------------------------ ------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
</TABLE>
