Exhibit 6(e)
ADDENDUM NO. 5 TO THE DISTRIBUTION AGREEMENT
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This Addendum No. 5, dated as of the 22nd day of April, 1997, is entered
into between THE BENCHMARK FUNDS (the "Trust"), a Massachusetts business trust,
and XXXXXXX, XXXXX & CO., a New York limited partnership (the "Distributor").
WHEREAS, the Trust and the Distributor have entered into a Distribution
Agreement dated as of June 8, 1992, as amended by Addendum No. 1 dated January
8, 1993, Addendum No. 2 dated July 1, 1993, Addendum No. 3 dated March 25, 1994
and Addendum No. 4 dated January 22, 1997 (the "Distribution Agreement"),
pursuant to which the Trust appointed the Distributor to act as distributor to
the Trust for the Diversified Assets Portfolio, the Government Portfolio, the
Tax-Exempt Portfolio, the Government Securities Portfolio, the 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, Balanced Portfolio, International Growth Portfolio, International
Bond Portfolio and International Equity Index Portfolio;
WHEREAS, the Trust is establishing the Intermediate Bond Portfolio (the
"Portfolio"), and it desires to retain the Distributor to act as distributor to
provide for the sale and distribution of the Units of the Portfolio and the
Distributor is willing to render such services;
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Appointment. The Trust hereby appoints the Distributor as exclusive
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distributor of the Units of the Portfolio on the terms and for the
periods set forth in the Distribution Agreement. The Distributor
hereby accepts such appointment and agrees to render the services and
perform the duties set forth in the Distribution Agreement without
compensation.
2. Capitalized Terms. From and after the date hereof, the term
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"Portfolios" as used in the Distribution 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, Bond Portfolio, Balanced Portfolio,
International Growth Portfolio, International Bond Portfolio,
International Equity Index Portfolio and Intermediate Bond Portfolio.
Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Distribution Agreement.
3. Miscellaneous. Except to the extent supplemented hereby, the
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Distribution 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:
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Name:
Title:
XXXXXXX, SACHS & CO.
Attest:_____________________ By:
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Name:
Title:
