THE BENCHMARK FUNDS
ADDENDUM NO. 5 TO THE REVISED
AND RESTATED TRANSFER AGENCY AGREEMENT
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This Addendum, dated as of the _______ day of ___________, is entered into
between THE BENCHMARK FUNDS (the "Trust"), a Massachusetts business trust, and
THE NORTHERN TRUST COMPANY, an Illinois state bank (the "Transfer Agent").
WHEREAS, the Trust and the Transfer Agent have entered into a Revised and
Restated Transfer Agency Agreement dated as of January 8, 1993, Addendum No. 1
dated July 1, 1993, Addendum No. 2 dated March 25, 1994, Addendum No. 3 dated
January 22, 1997 and Addendum No. 4 dated April 22, 1997 (the "Transfer Agency
Agreement"), pursuant to which the Trust appointed the Transfer Agent to act as
transfer agent with respect to each Class of Units in the Diversified Assets
Portfolio, Government Portfolio, Tax-Exempt Portfolio, Government Select
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 Transfer Agent to render transfer
agency and other services with respect to the Portfolio and each Class of Units
within the Portfolio and the record and/or beneficial owners thereof, and the
Transfer Agent is willing to render such services; and
WHEREAS, the Trust is establishing two additional classes of units in each
of the Diversified Assets Portfolio, the Government Portfolio, the Government
Select Portfolio and the Tax-Exempt Portfolio (collectively, the "Money Market
Portfolios"), currently known as the Service Class and the Premium Class (the
"New Classes"), and the Trust desires to retain the Transfer Agent to render
transfer agency and other services with respect to the New Classes and the
record and/or beneficial owners of Units of the New Classes, and the Transfer
Agent 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 Transfer Agent as transfer
agent with respect to the Portfolio and each Class of Units thereof
and with respect to the New Classes of the Money Market Portfolio on
the terms and for the periods set forth in the Transfer Agency
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Agreement. The Transfer Agent hereby accepts such appointment and
agrees to render the services and perform the duties set forth in the
Transfer Agency Agreement for the compensation therein provided.
2. Compensation with Respect to the New Classes of the Money Market
Portfolios. For the services provided and the expenses assumed by
Northern in respect of each New Class, the Trust will pay Northern
transfer agency fees at the rate currently applicable to the initial
class of Units in the Money Market Portfolios, provided that such fees
shall be subject to the annual adjustments contemplated under Section
6(b) of the Transfer Agency Agreement.
3. Capitalized Terms. From and after the date hereof, the term "Current
Portfolios" as used in the Transfer Agency 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; and the term "Non-Money Market Portfolios" as used in the
Transfer Agency Agreement shall be deemed to include the 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 Transfer Agency
Agreement.
4. Miscellaneous. Except to the extent supplemented hereby, the Transfer
Agency Agreement shall remain unchanged and in full force and effect,
and is hereby ratified and confirmed in all respects as supplemented
hereby.
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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
THE NORTHERN TRUST COMPANY
Attest: By:
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Name: Xxxxxx X. Xxxxxxx
[SEAL] Title: Senior Vice President
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