EXHIBIT 9(d)
THE BENCHMARK FUNDS
ADDENDUM NO. 3 TO THE REVISED
AND RESTATED TRANSFER AGENCY AGREEMENT
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This Addendum, dated as of the 22nd day of January, 1997, 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 and Addendum No. 2 dated March 25, 1994 (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, the Government Portfolio, the Tax-Exempt Portfolio, the Government
Securities Portfolio, the Short Duration Portfolio, 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, Balanced Portfolio,
International Growth Portfolio and International Bond Portfolio;
WHEREAS, the Trust is establishing the International Equity Index 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;
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
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agent with respect to the Portfolio and each Class of Units thereof on
the terms and for the periods set forth in the Transfer Agency
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. Capitalized Terms. From and after the date hereof, the term "Current
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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, Short Duration
Portfolio, Equity Index Portfolio, Small Company Index Portfolio,
Diversified
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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, International Bond Portfolio and International
Equity Index 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, Balanced Portfolio, International
Growth Portfolio, International Bond Portfolio and International
Equity Index Portfolio. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the
Transfer Agency Agreement.
3. Miscellaneous. Except to the extent supplemented hereby, the Transfer
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Agency 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: /s/ Xxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
THE NORTHERN TRUST COMPANY
Attest:___________________ By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
[SEAL] Title: Senior Vice President
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