THE BENCHMARK FUNDS
ADDENDUM NO. 2 TO THE FOREIGN CUSTODY AGREEMENT
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This Addendum No. 2, dated as of the ____ day of December, 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 Foreign Custody
Agreement dated March 1, 1994 (the "Agreement"), pursuant to which the Trust has
appointed Northern to act as custodian to the Trust for its International Growth
Portfolio, International Bond Portfolio and International Equity Index Portfolio
(collectively, the "Portfolios"); and
WHEREAS, the Trust and Northern desire to enter into this Addendum No. 2 to
provide compensation for each Portfolio for uninvested cash balances maintained
with Northern under the Agreement;
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Cash Balance Compensation. Northern shall compensate each
Portfolio for uninvested cash balances maintained with Northern
at the end of each day ("Cash Balance Compensation") in
accordance with this paragraph. Cash Balance Compensation with
respect to each Portfolio's uninvested cash balance shall be
determined at the end of each day based on an annual rate equal
to 96% of the previous calendar month's average 90-day Treasury
xxxx interest rate. The amount of each Portfolio's accumulated
Cash Balance Compensation shall be paid monthly in the form of
reductions to the custody fees otherwise allocable to the
Portfolio under the Agreement for such month. In the event that a
Portfolio's Cash Balance Compensation for any month exceeds the
custody fees payable by the Portfolio under the Agreement for
such month, the Portfolio's excess Cash Balance Compensation may
be carried forward and credited against future custody fees,
provided that no excess Cash Balance Compensation may be carried
forward beyond the end of any fiscal year.
2. Miscellaneous. Except to the extent supplemented hereby, the
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:
THE NORTHERN TRUST COMPANY
Attest: By:
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Name:
Title:
