EXHIBIT 99.5(b)
THE BENCHMARK FUNDS
ADDENDUM NO.1 TO THE INVESTMENT ADVISORY AGREEMENT
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This Addendum, dated as of the 8th day of June, 1992, 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 (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 and Tax-Exempt 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 California
Municipal Portfolio and Short Duration Portfolio (the "Portfolios"), 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 Portfolios;
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 Portfolios for the period and on the term 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. 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 .25
of 1% of the California Municipal Portfolio's average
net assets and .40 of 1% of the Short Duration
Portfolio's avenge 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.
3. Capitalized Terms. From and after the date hereof, the
term "Portfolios" as used in the Advisory Agreement
shall be deemed to include the California Municipal
Portfolio and Short Duration Portfolio. Capitalized
terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Advisory
Agreement.
4. 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
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As its: Vice President
THE NORTHERN TRUST COMPANY
Attest: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Assistant Secretary
[seal] As its: Senior Vice President
