THE BENCHMARK FUNDS
ADDENDUM NO. 6 TO THE REVISED
AND RESTATED TRANSFER AGENCY AGREEMENT
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This Addendum, dated as of the 31st day of March, 1998 is entered into
between THE BENCHMARK FUNDS (the "Trust"), a Delaware business trust, and THE
NORTHERN TRUST COMPANY (the "Transfer Agent"), an Illinois state bank.
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, Addendum No. 4 dated April 22, 1997 and Addendum No. 5 dated
January 27, 1998 (the "Transfer Agency Agreement"), pursuant to which the Trust
appointed the Transfer Agent to act as transfer agent with respect to each Class
of Shares 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, International Equity Index Portfolio and Global Asset Portfolio;
WHEREAS, the Trust has this day reorganized itself from a Massachusetts
business trust to a Delaware business trust; and
WHEREAS, the Trust and the Transfer Agent desire that the Transfer Agent
continue to render transfer agency and other services for the Trust pursuant to
the terms of the Transfer Agency Agreement as amended to date;
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Reaffirmation. The Transfer Agency Agreement as amended to date
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is hereby reaffirmed and readopted by each of the parties hereto, and
the Transfer Agent shall continue to provide services to the Trust,
and to receive compensation for such services, as provided in the
Transfer Agency Agreement, subject to the terms set forth therein.
2. Miscellaneous. Except to the extent supplemented hereby, the
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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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_______________________
Title: Vice President
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THE NORTHERN TRUST COMPANY
Attest: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
__________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
________________________
Title: Sr. Vice President
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