THE BENCHMARK FUNDS
ADDENDUM NO. 3 TO THE FOREIGN CUSTODY AGREEMENT
-----------------------------------------------
This Addendum No. 3, dated as of the 31st day of March, 1998, is entered
into between THE BENCHMARK FUNDS (the "Trust"), a Delaware business trust, and
THE NORTHERN TRUST COMPANY ("Northern"), an Illinois state bank.
WHEREAS, the Trust and Northern have entered into a Foreign Custody
Agreement dated March 1, 1994, as amended by Addendum No. 1 dated as of January
22, 1997 and Addendum No. 2 dated as of December 1, 1997 (the "Foreign Custody
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 has this day reorganized itself from a Massachusetts
business trust to a Delaware business trust; and
WHEREAS, the Trust and Northern desire that Northern continue to act as
custodian to the Trust for the Portfolios pursuant to the terms of the Foreign
Custody Agreement as amended to date;
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Reaffirmation. The Foreign Custody Agreement as amended to date is
-------------
hereby reaffirmed and readopted by each of the parties hereto, and
Northern shall continue to provide services to the Trust for the
Portfolios, and to receive compensation for such services, as provided
in the Foreign Custody Agreement, subject to the terms set forth
therein.
2. Miscellaneous. Except to the extent supplemented hereby, the Foreign
-------------
Custody 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
___________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_________________________
Title: Vice President
________________________
THE NORTHERN TRUST COMPANY
Attest: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
___________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_________________________
Title: Sr. Vice President
________________________