EXHIBIT 99.5(c)
THE BENCHMARK FUNDS
ADDENDUM NO.2 TO THE INVESTMENT ADVISORY AGREEMENT
This Addendum, dated as of the 8th day of January, 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 (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, the Trust and the Investment Adviser have entered into an
Addendum No. 1, dated June 8, 1992, to the Advisory Agreement pursuant to which
the Trust appointed the Investment Adviser to act as investment adviser to the
Trust for the California Municipal Portfolio and Short Duration 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 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 (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 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 Equity Index Portfolio, Small Company Index Portfolio,
Diversified Growth Portfolio and Focused Growth 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 securities in which the Portfolio
in question is trading. In executing portfolio transactions and
selecting brokers or dealers with respect to common and preferred
stocks, the Investment Adviser shall use its best judgement 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
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 .30 of 1% of the
Equity Index Portfolio's average net assets, .40 of 1% of the Small
Company Index Portfolio's average net assets, .80 of 1% of the
Diversified Growth Portfolio's average net assets, 1.10% of the Focused
Growth Portfolio's average net assets, .40 of 1% of the U.S. Treasury
Index Portfolio's average net assets, .60 of 1% of the U.S. Government
Securities Portfolio's average net assets, .60 of 1% of the Short-
Intermediate Bond Portfolio's average net assets, and .60 of 1% of the
Bond 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 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. 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 dated and year first above written.
THE BENCHMARK FUNDS
Attest: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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As its: President
THE NORTHERN TRUST COMPANY
Attest: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By:/s/ ▇▇▇▇ ▇▇▇▇▇▇
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As its: Vice President