EXHIBIT 99.8(a)
THE BENCHMARK FUNDS
ADDENDUM NO. 1 TO THE CUSTODIAN AGREEMENT
This Addendum, dated as of the 8th day of January, 1993, is entered into
between THE BENCHMARK FUNDS (the "Trust"), a Massachusetts business trust, and
THE NORTHERN TRUST COMPANY, an Illinois state bank ("Northern").
WHEREAS, the Trust and Northern have entered into a Custodian Agreement
dated June 8, 1992, pursuant to which the Trust appointed Northern to act as
custodian to the Trust for its Portfolios;
WHEREAS, the Trust is establishing the Equity Index Portfolio, Small
Company Index Portfolio, Diversified Growth Portfolio, Focused Growth Portfolio,
U.S. Treasury Index Portfolio, U.S. Government Securities Portfolio, Short-
Intermediate Bond Portfolio, and Bond Portfolio (the "Portfolios"), and it
desires to retain Northern to act as the custodian therefor, and Northern is
willing to so act; and
WHEREAS, the parties hereto desire to amend the Custodian Agreement to
accommodate transactions in futures contracts and related options and make other
changes in such agreement;
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Appointment. The Trust hereby appoints Northern custodian to the Trust
for the Portfolios for the period and on the terms set forth in the
Custodian Agreement. Northern hereby accepts such appointment and
agrees to render the services set forth in the Custodian Agreement for
the compensation therein provided.
2. Delivery of Documents. The Trust has furnished Northern with copies,
properly certified or authenticated, of the following: before any
Portfolio engages in any transactions regulated by the Commodity
Futures Trading Commission ("CFTC"), a copy of either (i) a filed
notice of eligibility to claim the exclusion from the definition of
"commodity pool operator" contained in Section 2(a)(1)(A) of the
Commodity Exchange Act ("CEA") that is provided in Rule 4.5 under the
CEA, together with all supplements as are required by the CFTC, or
(ii) a letter which has been granted the Trust by the CFTC which
states that the
Trust will not be treated as a "pool" as defined in Section 4.10(d) of
the CFTC's General Regulations, or (iii) a letter which has been
granted the Trust by the CFTC which states that the CFTC will not take
any enforcement action if the Trust does not register as a "commodity
pool operator."
The Trust will furnish Northern from time to time with copies,
properly certified or authenticated, of all amendments of or
supplements to the foregoing, if any.
3. Segregated Accounts.
(a) Northern shall upon receipt of Proper Instructions establish
and maintain a segregated account or accounts on its records for and
on behalf of each Portfolio of the Trust, into which account or
accounts may be transferred cash and/or securities, including
securities in the Book-Entry System (i) for the purposes of compliance
by the Trust with the procedures required by a securities or option
exchange, providing such procedures comply with the Investment Company
Act of 1940 and Release No. 10666 or any subsequent release or
releases of the Securities and Exchange Commission("SEC") relating to
the maintenance of segregated accounts by registered investment
companies, and (ii) for other proper corporate purposes, but only, in
the case of clause (ii), upon receipt of Proper Instructions.
(b) Northern may enter into separate custodial agreements with
various futures commission merchants ("FCMs") that the Trust uses
(each an "FCM Agreement"), pursuant to which the Trust's margin
deposits in any transactions involving futures contracts and options
on futures contracts will be held by the Trust in accounts (each an
"FCM Account") subject to the disposition by the FCM involved in such
contracts in accordance with the customer contract between FCM and the
Trust ("FCM Contract"), SEC rules governing such segregated accounts,
CFTC rules and the rules of the applicable commodities exchange. Such
FCM Agreements shall only be entered into upon receipt of Proper
Instructions from the Trust which state that (i) a customer agreement
between the FCM and the Trust has been entered into; and (ii) the
Trust is in compliance with all the rules and regulations of the CFTC.
Transfers of initial margin shall be made into an FCM Account only
upon Proper Instructions; transfers of premium and variation margin
may be made into an FCM Account pursuant to Oral Instructions.
Transfers of funds from an FCM Account to the FCM for which Northern
holds such an account may only occur upon certification by the FCM to
Northern that pursuant to the FCM Agreement and the
FCM Contract, all conditions precedent to its right to give Northern
such instruction have been satisfied.
4. Capitalized Terms. From and after the date hereof, the term
"Portfolios" as used in the Custodian Agreement shall be deemed to
include the Equity Index Portfolio, Small Company Index Portfolio,
Diversified Growth Portfolio, Focused Growth Portfolio, U.S. Treasury
Index Portfolio, U.S. Government Securities Portfolio,
Short-Intermediate Bond Portfolio and Bond Portfolio. Capitalized
terms used herein and not otherwise defined shall have the meanings
ascribed to them in the Custodian Agreement.
5. Miscellaneous. Except to the extent supplemented hereby, the Custodian
Agreement shall remain unchanged and in full force and effect, and is
hereby ratified and confirmed in all respects as supplemented hereby.
IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the
date and year first above written.
THE BENCHMARK FUNDS
Attest: /s/ Xxxxxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxx
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As its: President
THE NORTHERN TRUST COMPANY
Attest: /s/ Xxxx X. Xxxxx By: /s/ Xxxx Xxxxxx
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As its: Vice President
