THE BENCHMARK FUNDS
ADDENDUM NO. 6 TO THE DISTRIBUTION AGREEMENT
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This Addendum No. 6, dated as of the ______ day of __________, 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,
Addendum No. 4 dated January 22, 1997 and Addendum No. 5 dated April 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, Government Portfolio, Tax-Exempt Portfolio, Government Securities
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, Intermediate Bond Portfolio, Balanced Portfolio, International Growth
Portfolio, International Bond Portfolio and International Equity Index
Portfolio;
WHEREAS, the Trust is establishing the Global Asset 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
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
"Portfolios" as used in the Distribution Agreement shall be deemed to
include the Diversified Assets Portfolio, Government Portfolio,
Government Select Portfolio, Tax-Exempt 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, Intermediate Bond Portfolio, Balanced
Portfolio, International Growth Portfolio, International Bond
Portfolio, International Equity Index Portfolio and Global Asset
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
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: Xxxxx X. Xxxxxx
Title: Vice President
XXXXXXX, XXXXX & CO.
Attest: By:
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Name: Xxxx X. XxXxxxx
Title: Managing Director
