THE BENCHMARK FUNDS
ADDENDUM NO. 1 TO THE AMENDED AND RESTATED ADMINISTRATION AGREEMENT
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This Addendum, dated as of the _____day of ___________, 19__ is entered
into between THE BENCHMARK FUNDS (the "Trust"), a Massachusetts business trust,
and ▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO., a New York Partnership (the "Administrator").
WHEREAS, the Trust and the Administrator have entered into an Amended and
Restated Administration Agreement dated as of May 1, 1997 (the "Administration
Agreement"), pursuant to which the Trust appointed the Administrator to act as
administrator to the Trust for the Diversified Assets Portfolio, Government
Portfolio, Government Select Portfolio, Tax-Exempt Portfolio, U.S. Treasury
Index Portfolio, Short-Intermediate Bond Portfolio, Bond Portfolio, Intermediate
Bond Portfolio, Equity Index Portfolio, Small Company Index Portfolio,
Diversified Growth Portfolio, U.S. Government Securities Portfolio, Focused
Growth 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 Administrator to act as administrator
of the Trust for the Portfolio and the Administrator is willing to so act;
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Appointment The Trust hereby appoints the Administrator as
administrator of the Trust for the Portfolio on the terms and for the
periods set forth in the Administration Agreement. The Administrator
hereby accepts such appointment and agrees to render the services and
perform the duties set forth in the Administration Agreement for the
compensation therein provided.
2. Capitalized Terms. From and after the date hereof, the term
"Portfolios" as used in the Administration Agreement shall be deemed
to include the Global Asset Portfolio. Capitalized terms used herein
and not otherwise defined shall have the meanings ascribed to them in
the Administration Agreement.
3. Miscellaneous. Except to the extent supplemented hereby, the
Administration 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: Vice President
▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO.
Attest: By:
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director