Exhibit 6(c)
THE BENCHMARK FUNDS
ADDENDUM NO.3 TO THE DISTRIBUTION AGREEMENT
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This Addendum No. 3, dated as of the 25th day of March, 1994, is entered
into between THE BENCHMARK FUNDS (the "Trust"), a Massachusetts business trust,
and ▇▇▇▇▇▇▇, ▇▇▇▇▇ & 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 and Addendum No. 2 dated July 1, 1993 (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 California
Municipal 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 and Balanced Portfolio;
WHEREAS, the Trust is establishing the International Growth Portfolio
and International Bond Portfolio (the "Portfolios"), and it desires to retain
the Distributor to act as distributor to provide for the sale and distribution
of the Units of the Portfolios 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 each of the Portfolios 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, California
Municipal 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 and
International 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
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:
------------------------ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President of the Trust
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▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO.
Attest: By:
------------------------ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Partner
