EXHIBIT 99.6(b) THE BENCHMARK FUNDS ADDENDUM NO.2 TO THE DISTRIBUTION 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 GOLDMAN, SACHS & CO.,...

 
                                                                 EXHIBIT 99.6(b)

                               THE BENCHMARK FUNDS

                   ADDENDUM NO.2 TO THE DISTRIBUTION 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
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, as amended by Addendum No. 1 dated January
8, 1993 (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 Tax- Exempt Portfolio, the Government
Securities Portfolio, the California Municipal Portfolio, the Short Duration
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 and Bond
Portfolio;

     WHEREAS, the Trust is establishing the Balanced Portfolio (the
"Portfolio"), 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 Diversified Assets Portfolio, Government Portfolio,
          Government Select Portfolio, Tax-Exempt Portfolio, California
          Municipal Portfolio, Short Duration 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 and Balanced 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 in all respects as
          supplemented hereby.

                                                    THE BENCHMARK FUNDS

Attest:/s/ Xxxxx Xxxxx                              By:/s/ Xxxxx X. Xxxxxx

                                                    Vice President of the Trust

                                                    XXXXXXX, SACHS & CO.

Attest:____________________                         By:/s/ Xxxxxxx Xxxxxxxxx

                                                    Partner