Benfica beat Bayern to top group C
Bayern, who had never lost to Benfica in a competitive game before, finish second in the group and will face Brazil's Flamengo in the last 16.
Benfica will face the runner-up in Group D which will be Chelsea or Esperance.
With Bayern already sure of their place in the knockout stage, their coach Vincent Kompany made seven changes to his starting line-up and it showed in a sloppy first half display.
Only goalkeeper Manuel Neuer, defender Josip Stanisic, left-back Raphael Guerreiro and winger Serge Gnabry were kept from the team which beat Boca in the previous game
Benfica needed a win or a draw to join Bayern in the next round and eliminate Boca Juniors, who were playing Auckland.
The Lisbon side began brightly and Neuer was brought into action early to save a Renato Sanches effort from the edge of the box.
Benfica grabbed the lead in the 13th minute when Frederik Aursnes got to the byline and pulled the ball back. Norwegian winger Andreas Schjelderup met it with a first time effort which he buried into the bottom corner.
The game was played in intense heat which had an impact on the tempo of the game, with both teams playing at a slow pace and conserving energy.
Bayern had one opportunity before the break when Gnabry pulled the ball back to Leroy Sane, but the former Manchester City winger fired high over the bar.
Kompany, who knew his side risked losing top spot in the group, had seen enough from his back-up players and made a triple substitution at the break bringing on Harry Kane, Michael Olise and Joshua Kimmich.
Suddenly, Bayern looked dangerous -- a long ball over to the top from Kimmich found Sane but with only the goalkeeper to beat he shot straight at Ukrainian Anatoliy Trubin.
Trubin was in inspired form and kept out a dangerous effort from Thomas Muller but Benfica offered a reminder of their threat on the break when Kerem Akturkoglu beat Dayot Upamecano but could not get past Neuer.
Kimmich had the ball in the net with a low drive from the edge of the box but Kane was in an offside position in the goalkeeper's line of vision and the effort was ruled out.
Bayern pushed forward in search of a goal that could have sent them back to top of the group but Trubin was out fast again to deny Sane and deep in stoppage time Kane mis-timed a header from close range.
Find more details on group standings, match schedules, and competition statistics
(For more sports news and updates, follow Ahram Online Sports on Twitter at @AO_Sports and on Facebook at AhramOnlineSports.)
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