EXHIBIT 8(e)
THE BENCHMARK FUNDS
ADDENDUM NO. 4 TO THE CUSTODIAN AGREEMENT
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This Addendum No. 4, dated as of the 22nd day of April, 1997, 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, as amended by Addendum No. 1 dated January 8, 1993, Addendum
No. 2 dated July 1, 1993 and Addendum No. 3 dated October 8, 1996 pursuant to
which the Trust has appointed Northern to act as custodian to the Trust for its
Diversified Assets Portfolio, Government Portfolio, Government Select Portfolio,
Tax-Exempt Portfolio, Short Duration Portfolio, 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, Bond Portfolio and Balanced Portfolio
(collectively, the "Portfolios"); and
WHEREAS, the Trust is establishing the Intermediate Bond Portfolio (the
"Portfolio"), 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 enter into this Addendum No. 4 to
modify and restate in its entirety paragraph 3 of Addendum No. 2 and to make
certain 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 Portfolio 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. Paragraph 2 of Addendum No. 2 to the aforesaid Custodian Agreement is
modified and restated in its entirety as follows:
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 procedural, safekeeping or
other agreements with various futures commission merchant ("FCMs") and
banks that are unaffiliated with the Trust (each a "Safekeeping
Arrangement"), pursuant to which the banks will act as the Trust's
custodian with respect to the Trust's margin deposits in transactions
involving futures contracts and options on futures contracts. Such
margin deposits will be held in segregated accounts (each an "FCM
Account") subject to the disposition by the FCM involved 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. Transfers of initial and
variation margin and premiums shall be made from the Trust's custodial
accounts under the Custodian Agreement upon Proper Instructions.
3. Capitalized Terms. From and after the date hereof, the term
"Portfolios" as used in the Custodian Agreement shall be deemed to
include the Diversified Assets Portfolio, Government Portfolio,
Government Select Portfolio, Tax-Exempt Portfolio, Short Duration
Portfolio, 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, Balanced Portfolio and Intermediate Bond
Portfolio. Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to them in the Custodian Agreement.
4. 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: ___________________ By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
THE NORTHERN TRUST COMPANY
Attest: ___________________ By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
