EXHIBIT 9(e)
THE BENCHMARK FUNDS
ADDENDUM NO. 4 TO THE REVISED
AND RESTATED TRANSFER AGENCY AGREEMENT
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This Addendum, dated as of the 22nd day of April, 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, Addendum No. 2 dated March 25, 1994 and Addendum No. 3 dated
January 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, 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,
International Bond Portfolio and International Equity Index Portfolio;
WHEREAS, the Trust is establishing the Intermediate Bond 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
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
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, International Equity
Index Portfolio and Intermediate Bond 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, International Equity Index Portfolio and Intermediate Bond
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
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:_________________________ 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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