EXHIBIT 99.9(c)
THE BENCHMARK FUNDS
ADDENDUM NO. 2 TO THE REVISED
AND RESTATED TRANSFER AGENCY AGREEMENT
This Addendum, dated as of the 25th day of March, 1994, 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 and Addendum No.
1 dated July 1, 1993 (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 California
Municipal 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 and Balanced Portfolio;
WHEREAS, the Trust is establishing the International Growth Portfolio and
International Bond Portfolio (the "Portfolios"), and it desires to retain the
Transfer Agent to render transfer agency and other services with respect to each
of the Portfolios and each Class of Units within the Portfolios 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 each of 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, California
Municipal Portfolio, Short Duration Portfolio, Equity Index Portfolio,
Small Company Index Portfolio, Diversified Growth Portfolio, Focused
Growth Portfolio, U.S.
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Treasury Index Portfolio, U.S. Government Securities Portfolio,
Short-Intermediate Bond Portfolio, Bond Portfolio and Balanced
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 and International 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: /s/ Xxxxx Xxxxx By: /s/ Xxxxx Xxxxxx
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Xxxxx X. Xxxxxx
Vice President of the Trust
THE NORTHERN TRUST COMPANY
Attest: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
[SEAL] Senior Vice President
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