THE BENCHMARK FUNDS
ADDENDUM NO. 5 TO THE INVESTMENT ADVISORY AGREEMENT
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This Addendum, dated as of the 31st day of March, 1998, is entered into
between THE BENCHMARK FUNDS (the "Trust"), a Delaware 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 as amended by Addenda Xx. 0, Xx. 0, Xx. 0 and No.
4, each of even date herewith (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, 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,
Focused Growth Portfolio, Balanced Portfolio, International Growth Portfolio,
International Bond Portfolio and International Equity Index 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 has established the Intermediate Bond
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
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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
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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) 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
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pursuant to the Advisory Agreement, the Trust will pay the Investment
Adviser, and the Investment Adviser will accept as full compensation
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therefor from the Trust, a fee at an annual rate of .60% of average
net assets for the Intermediate Bond Portfolio. 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 the
Portfolio shall be a separate charge to such Portfolio and shall be
the several (and not joint or joint and several) obligation of the
Portfolio.
4. Capitalized Terms. From and after the date hereof, the term
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"Portfolios" as used in the Advisory Agreement shall be deemed to
include the Intermediate Bond 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
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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.
ATTEST: THE BENCHMARK FUNDS
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By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Vice President
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ATTEST: ---------------- THE NORTHERN TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: Sr. Vice President
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