EXHIBIT 99.5(d)
THE BENCHMARK FUNDS
ADDENDUM NO. 3 TO THE INVESTMENT ADVISORY AGREEMENT
This Addendum, dated as of the 1st day of July, 1993, is entered into
between THE BENCHMARK FUNDS (the "Trust"), a Massachusetts business trust, and
THE NORTHERN TRUST COMPANY (the "Investment Adviser"), an Illinois state bank.
WHEREAS, the Trust and the Investment Adviser have entered into an
Investment Advisory Agreement dated as of October 5, 1990 as amended by Addendum
No. 1 dated June 8, 1992 and Addendum No. 2 dated January 8, 1993 (the "Advisory
Agreement"), pursuant to which the Trust appointed the Investment Adviser to act
as investment adviser to the Trust for the Diversified Assets Portfolio,
Government Portfolio, Government Select Portfolio, Tax-Exempt Portfolio,
California Municipal Portfolio, Short Duration Portfolio, U.S. Treasury Index
Portfolio, U.S. Government Securities Portfolio, Short-Intermediate Bond
Portfolio, Bond Portfolio, Equity Index Portfolio, Small Company Index
Portfolio, Diversified Growth Portfolio and Focused Growth Portfolio;
WHEREAS, Section 1(b) of the Advisory Agreement provides that in the event
the Trust establishes one or more additional investment portfolios with respect
to which it desires to retain the Investment Adviser to act as investment
adviser under the Advisory Agreement, the Trust shall so notify the Investment
Adviser in writing and if the Investment Adviser is willing to render such
services it shall notify the Trust in writing, and the compensation to be paid
to the Investment Adviser shall be that which is agreed to in writing by the
Trust and the Investment Adviser; and
WHEREAS, pursuant to Section 1(b) of the Advisory Agreement; the Trust has
notified the Investment Adviser that it is establishing the Balanced Portfolio
(the "Portfolio"), and that it desires to retain the Investment Adviser to act
as the investment adviser therefor, and the Investment Adviser has notified the
Trust that it is willing to serve as investment adviser for the Portfolio;
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Appointment. The Trust hereby appoints the Investment Adviser to act
as investment adviser to the Trust for the Portfolio for the period
and on the terms set forth in the Advisory Agreement. The Investment
Adviser hereby accepts such appointment and agrees to render the
services set forth in the Advisory Agreement for the compensation
herein provided.
2. Duties. The Investment Adviser shall perform the following duties with
respect to the common and preferred stocks of the Portfolio in lieu of
clauses (ii) and (iii) of paragraph 3(a) of the Advisory Agreement:
(a) The Investment Adviser shall place orders pursuant to its
determination either directly with the issuer or with any broker
and/or dealer or other persons who deal in the securities in which the
Portfolio in question is trading. In executing portfolio transactions
and selecting brokers or dealers, the Investment Adviser shall use its
best judgment to obtain the best overall terms available. In assessing
the best overall terms available for any transaction, the Adviser
shall consider all factors it deems relevant, including the breadth of
the market in the security, the price of the security, the financial
condition and execution capability of the broker or dealer, and the
reasonableness of the commission, if any, both for the specific
transaction and on a continuing basis. In evaluating the best overall
terms available and in selecting the broker or dealer to execute a
particular transaction, the Adviser may also consider the brokerage
and research services (as those terms are defined in Section 28(e)
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of the Securities Exchange Act of 1934) provided to any Portfolio
and/or other accounts over which the Adviser and/or an affiliate of
the Adviser exercises investment discretion;
(b) The Investment Adviser may, on occasions when it deems the
purchase or sale of a security to be in the best interests of a
Portfolio as well as other fiduciary or agency accounts managed by the
Investment Adviser, aggregate, to the extent permitted by applicable
laws and regulations, the securities to be sold or purchased in order
to obtain best overall terms available execution. In such event,
allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Investment
Adviser in the manner it considers to be most equitable and consistent
with its fiduciary obligations to such Portfolio and to such other
accounts.
3. Compensation. For the services provided and the expenses assumed
pursuant to the Advisory Agreement, the Trust will pay the Investment
Adviser, and the Investment Adviser will accept as full compensation
therefor from the Trust, a fee at an annual rate of .80 of 1% of the
Portfolio's average net assets. The fee will be computed based on net
assets on each day and will be paid to the Investment Adviser monthly.
Such fee as is attributable to each Portfolio shall be a separate
charge to such Portfolio and shall be the several (and not joint or
joint and several) obligation of each such Portfolio.
4. Capitalized Terms. From and after the date hereof, the term
"Portfolios" as used in the Advisory Agreement shall be deemed to
include the Balanced Portfolio. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the
Advisory Agreement.
5. Miscellaneous. Except to the extent supplemented hereby, the Advisory
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
Xxxxx X. Xxxxxx
Vice President of the Trust
THE NORTHERN TRUST COMPANY
Attest:/s/ Xxxx Xxxxxxxx By: /s/ Xxxxx X. Xxxxxx
Its: Chief Investment Officer
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