Exhibit 5(i)
ASSUMPTION AGREEMENT
AGREEMENT made as of __________, 1998 between THE NORTHERN TRUST
COMPANY, an Illinois state bank ("Northern"), and NORTHERN TRUST QUANTITATIVE
ADVISORS, INC. ("NTQA"), a wholly-owned, indirect subsidiary of THE NORTHERN
TRUST CORPORATION.
WHEREAS, The Benchmark Funds is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act");
WHEREAS, Northern has been previously appointed as investment adviser
to the U.S. Treasury Index, Equity Index, International Equity Index and Small
Company Index Portfolios (the "Portfolios") of The Benchmark Funds pursuant to
an Investment Advisory Agreement between Northern and The Benchmark Funds dated
October 5, 1990 (as subsequently amended) (the "Investment Advisory Agreement");
and
WHEREAS, Northern and NTQA desire to have NTQA be the investment
adviser with respect to the each Portfolio pursuant to the Investment Advisory
Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:
1. NTQA hereby assumes all rights and obligations of Northern under
the Investment Advisory Agreement with respect to the Portfolios.
2. Northern hereby represents that (i) the management personnel of
Northern responsible for providing investment advisory services to the
Portfolios under the Investment Advisory Agreement, including the portfolio
managers and the supervisory personnel, are employees of NTQA where they will
continue to provide such services for the Portfolios, and (ii) both Northern and
NTQA remain wholly-owned subsidiaries of The Northern Trust Corporation.
Consequently, Northern believes that the proposed assumption does not involve a
change in actual control or actual management with respect to the investment
adviser or the Portfolios.
3. Both parties hereby agree that this Assumption Agreement shall be
attached to and made a part of the Investment Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
Attest: THE NORTHERN TRUST COMPANY
____________________ By ______________________________
(Authorized Officer)
Attest: NORTHERN TRUST QUANTITATIVE
ADVISORS, INC.
____________________ By _______________________________
(Authorized Officer)
