THE BENCHMARK FUNDS

 
                                                                  EXIBIT 99.6(a)

                               THE BENCHMARK FUNDS


                   ADDENDUM NO.1 TO THE DISTRIBUTION AGREEMENT


     This Addendum, dated as of the 8th day of January, 1993, is entered into
between THE BENCHMARK FUNDS (the "Trust"), a Massachusetts business trust, and
XXXXXXX, XXXXX & CO. a New York limited partnership (the "Distributor").

     WHEREAS, the Trust and the Distributor have entered into a Distribution
Agreement dated as of June 8, 1992 (the "Distribution Agreement"), pursuant to
which the Trust appointed the Distributor to act as distributor to the Trust for
the Diversified Assets Portfolio, the Government Portfolio, the TaxExempt
Portfolio, the Government Securities Portfolio, the California Municipal
Portfolio and the Short Duration Portfolio;

     WHEREAS, the Trust is establishing the Equity Index Portfolio, Small
Company Index Portfolio, Diversified Growth Portfolio, Focused Growth Portfolio,
U.S. Treasury Index Portfolio, U.S. Government Securities Portfolio,
ShortIntermediate Bond Portfolio, and Bond Portfolio (the "Portfolios"), and it
desires to retain the Distributor to act as distributor to provide for the sale
and distribution of the Units of the Portfolios and the Distributor 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 Distributor
                  as exclusive distributor of the Units of each of the
                  Portfolios on the terms and for the periods set forth
                  in the Distribution Agreement.  The Distributor hereby
                  accepts such appointment and agrees to render the
                  services and perform the duties set forth in the
                  Distribution Agreement without compensation.

         2.       Capitalized Terms.  From and after the date hereof, the
                  term "Portfolios" as used in the Distribution 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 and Bond Portfolio.
                  Capitalized terms used herein and not otherwise defined
                  shall have the meanings ascribed to them in the
                  Distribution Agreement.

 
         3        Miscellaneous. Except to the extent supplemented hereby, the
                  Distribution Agreement shall remain unchanged and in full
                  force and effect, and is hereby ratified and confirmed on 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/ Xxxxxxx X. Xxxxxxx                      By:/s/ Xxxxx X. Xxxxxx
           Xxxxxxx X. Xxxxxxx                              Xxxxx X. Xxxxxx
         Secretary of the Trust                    Vice President of the Trust

                                                   XXXXXXX, SACHS & CO.

Attest:/s/ Xxxxxxx X. Xxxxxxx                      By:/s/ Xxxx Xxxxx
           Xxxxxxx X. Xxxxxxx                             Xxxx Xxxxx
         Counsel to the Funds                             Partner