As filed with the Securities and Exchange Commission on
November 16, 1995
1933 Act Registration No. 2-80543
1940 Act Registration No. 811-3605
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM N-1A
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933 ( )
Post-Effective Amendment No. 29 ( X )
and/or
REGISTRATION STATEMENT
UNDER THE
INVESTMENT COMPANY ACT OF 1940 ( )
Amendment No. 30 ( X )
(Check appropriate box or boxes)
____________________
THE BENCHMARK FUNDS
(Exact name of registrant as specified in charter)
4900 Sears Tower
Chicago, Illinois 60606
(Address of principal executive offices)
(Registrant's Telephone Number, including Area Code)
800-621-2550
Michael J. Richman, Secretary with a copy to:
Goldman Sachs Asset Management W. Bruce McConnel, III
85 Broad Street Drinker Biddle & Reath
New York, NY 10004 Suite 1100
1345 Chestnut Street
Philadelphia, PA
19107-3496
(name and address of agent for service)
The Index to Exhibits is located on page ____.
Page 1 of ___ total pages.
<PAGE>
It is proposed that this filing will become effective
(check appropriate box)
(X) immediately upon filing pursuant to paragraph (b)
( ) on (date) pursuant to paragraph (b)
( ) 60 days after filing pursuant to paragraph (a)(1)
( ) On (date) pursuant to paragraph (a)(2) of rule 485
( ) 75 days after filing pursuant to paragraph (a)(2) on (date)
( ) On (date) pursuant to paragraph (a)(2) of rule 485
_____________________
Proposed Proposed
Title of Maximum Aggregate Amount
Securities Amount of Offering Maximum of
Being Units Being Price Per Offering Registration
Registered Registered Unit Price Fee
Units of 31,672,297 $11.84 (1) $375,000,000 $75,000
Beneficial
Interest
(1) Registrant elects to calculate the maximum aggregate offering
price pursuant to Rule 24e-2. 31,672,297 units at $11.84 per
unit multiplied by 1/50 of 1% (the filing fee in effect on
November 16, 1995). The proposed maximum offering price per
unit has been calculated based on the average of the prices in
the Trust of the Portfolios as determined on November 15, 1995
pursuant to Rule 457(c).
=================================================================
Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
Registrant has registered an indefinite number of its units of
beneficial interest under the Securities Act of 1933. On January 31,
1995, Registrant filed a Rule 24f-2 Notice for its fiscal year ended
November 30, 1994. Registrant continues its election to register an
indefinite number of units of beneficial interest pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended.
<PAGE>
DIVERSIFIED ASSETS PORTFOLIO
CROSS REFERENCE SHEET
(as required by Rule 495)*
Form N-1A
Part A
Item Prospectus Caption
Cover Page Cover Page
Synopsis Summary of Expenses
Condensed Financial Information Financial Highlights
General Description of Registration Summary of Expenses;
Investment
Information;
Organization
Management of the Fund Trust Information
Capital Stock and Other Securities Trust Information;
Investing; Net Asset
Value; Organization
Purchase of Securities Being Offered Trust Information;
Investing; Net Asset
Value
Redemption Repurchase Investing
Pending Legal Proceedings Not Applicable
GOVERNMENT PORTFOLIO
CROSS REFERENCE SHEET
Form N-1A
Part A
Item Prospectus Caption
Cover Page Cover Page
Synopsis Summary of Expenses
Condensed Financial Information Financial Highlights
General Description of Registration Summary of Expenses;
Investment
Information;
Organization
Management of the Fund Trust Information
Capital Stock and Other Securities Trust Information;
Investing; Net Asset
Value; Organization
Purchase of Securities Being Offered Trust Information;
Investing; Net Asset
Value
Redemption Repurchase Investing
Pending Legal Proceedings Not Applicable
<PAGE>
GOVERNMENT SELECT PORTFOLIO
CROSS REFERENCE SHEET
Form N-1A
Part A
Item Prospectus Caption
Cover Page Cover Page
Synopsis Summary of Expenses
Condensed Financial Information Financial Highlights
General Description of Registration Summary of Expenses;
Investment
Information;
Organization
Management of the Fund Trust Information
Capital Stock and Other Securities Trust Information;
Investing; Net Asset
Value; Organization
Purchase of Securities Being Offered Trust Information;
Investing; Net Asset
Value
Redemption Repurchase Investing
Pending Legal Proceedings Not Applicable
TAX-EXEMPT PORTFOLIO
CROSS REFERENCE SHEET
Form N-1A
Part A
Item Prospectus Caption
Cover Page Cover Page
Synopsis Summary of Expenses
Condensed Financial Information Financial Highlights
General Description of Registration Summary of Expenses;
Investment Information;
Organization
Management of the Fund Trust Information
Capital Stock and Other Securities Trust Information;
Investing; Net Asset
Value; Organization
Purchase of Securities Being Offered Trust Information;
Investing; Net Asset
Value
Redemption Repurchase Investing
Pending Legal Proceedings Not Applicable
<PAGE>
U.S. TREASURY INDEX PORTFOLIO
CROSS REFERENCE SHEET
Form N-1A
Part A
Item Prospectus Caption
Cover Page Cover Page
Synopsis Summary of Expenses
Condensed Financial Information Financial Highlights
General Description of Registration Summary of Expenses;
Investment
Information;
Organization
Management of the Fund Trust Information
Capital Stock and Other Securities Trust Information;
Investing; Net Asset
Value; Organization
Purchase of Securities Being Offered Trust Information;
Investing; Net Asset
Value
Redemption Repurchase Investing
Pending Legal Proceedings Not Applicable
U.S. GOVERNMENT SECURITIES PORTFOLIO
CROSS REFERENCE SHEET
Form N-1A
Part A
Item Prospectus Caption
Cover Page Cover Page
Synopsis Summary of Expenses
Condensed Financial Information Financial Highlights
General Description of Registration Summary of Expenses;
Investment
Information;
Organization
Management of the Fund Trust Information
Capital Stock and Other Securities Trust Information;
Investing; Net Asset
Value; Organization
Purchase of Securities Being Offered Trust Information;
Investing; Net Asset
Value
Redemption Repurchase Investing
Pending Legal Proceedings Not Applicable
<PAGE>
SHORT-INTERMEDIATE BOND PORTFOLIO
CROSS REFERENCE SHEET
Form N-1A
Part A
Item Prospectus Caption
Cover Page Cover Page
Synopsis Summary of Expenses
Condensed Financial Information Financial Highlights
General Description of Registration Summary of Expenses;
Investment
Information;
Organization
Management of the Fund Trust Information
Capital Stock and Other Securities Trust Information;
Investing; Net Asset
Value; Organization
Purchase of Securities Being Offered Trust Information;
Investing; Net Asset
Value
Redemption Repurchase Investing
Pending Legal Proceedings Not Applicable
BOND PORTFOLIO
CROSS REFERENCE SHEET
Form N-1A
Part A
Item Prospectus Caption
Cover Page Cover Page
Synopsis Summary of Expenses
Condensed Financial Information Financial Highlights
General Description of Registration Summary of Expenses;
Investment
Information;
Organization
Management of the Fund Trust Information
Capital Stock and Other Securities Trust Information;
Investing; Net Asset
Value; Organization
Purchase of Securities Being Offered Trust Information;
Investing; Net Asset
Value
Redemption Repurchase Investing
Pending Legal Proceedings Not Applicable
<PAGE>
SHORT DURATION PORTFOLIO
CROSS REFERENCE SHEET
Form N-1A
Part A
Item Prospectus Caption
Cover Page Cover Page
Synopsis Summary of Expenses
Condensed Financial Information Financial Highlights
General Description of Registration Summary of Expenses;
Investment
Information;
Organization
Management of the Fund Trust Information
Capital Stock and Other Securities Trust Information;
Investing; Net Asset
Value; Organization
Purchase of Securities Being Offered Trust Information;
Investing; Net Asset
Value
Redemption Repurchase Investing
Pending Legal Proceedings Not Applicable
INTERNATIONAL BOND PORTFOLIO
CROSS REFERENCE SHEET
Form N-1A
Part A
Item Prospectus Caption
Cover Page Cover Page
Synopsis Summary of Expenses
Condensed Financial Information Financial Highlights
General Description of Registration Summary of Expenses;
Investment
Information;
Organization
Management of the Fund Trust Information
Capital Stock and Other Securities Trust Information;
Investing; Net Asset
Value; Organization
Purchase of Securities Being Offered Trust Information;
Investing; Net Asset
Value
Redemption Repurchase Investing
Pending Legal Proceedings Not Applicable
<PAGE>
BALANCED PORTFOLIO
CROSS REFERENCE SHEET
Form N-1A
Part A
Item Prospectus Caption
Cover Page Cover Page
Synopsis Summary of Expenses
Condensed Financial Information Financial Highlights
General Description of Registration Summary of Expenses;
Investment
Information;
Organization
Management of the Fund Trust Information
Capital Stock and Other Securities Trust Information;
Investing; Net Asset
Value; Organization
Purchase of Securities Being Offered Trust Information;
Investing; Net Asset
Value
Redemption Repurchase Investing
Pending Legal Proceedings Not Applicable
EQUITY INDEX PORTFOLIO
CROSS REFERENCE SHEET
Form N-1A
Part A
Item Prospectus Caption
Cover Page Cover Page
Synopsis Summary of Expenses
Condensed Financial Information Financial Highlights
General Description of Registration Summary of Expenses;
Investment
Information;
Organization
Management of the Fund Trust Information
Capital Stock and Other Securities Trust Information;
Investing; Net Asset
Value; Organization
Purchase of Securities Being Offered Trust Information;
Investing; Net Asset
Value
Redemption Repurchase Investing
Pending Legal Proceedings Not Applicable
<PAGE>
DIVERSIFIED GROWTH PORTFOLIO
CROSS REFERENCE SHEET
Form N-1A
Part A
Item Prospectus Caption
Cover Page Cover Page
Synopsis Summary of Expenses
Condensed Financial Information Financial Highlights
General Description of Registration Summary of Expenses;
Investment
Information;
Organization
Management of the Fund Trust Information
Capital Stock and Other Securities Trust Information;
Investing; Net Asset
Value; Organization
Purchase of Securities Being Offered Trust Information;
Investing; Net Asset
Value
Redemption Repurchase Investing
Pending Legal Proceedings Not Applicable
FOCUSED GROWTH PORTFOLIO
CROSS REFERENCE SHEET
Form N-1A
Part A
Item Prospectus Caption
Cover Page Cover Page
Synopsis Summary of Expenses
Condensed Financial Information Financial Highlights
General Description of Registration Summary of Expenses;
Investment
Information;
Organization
Management of the Fund Trust Information
Capital Stock and Other Securities Trust Information;
Investing; Net Asset
Value; Organization
Purchase of Securities Being Offered Trust Information;
Investing; Net Asset
Value
Redemption Repurchase Investing
Pending Legal Proceedings Not Applicable
<PAGE>
SMALL COMPANY INDEX PORTFOLIO
CROSS REFERENCE SHEET
Form N-1A
Part A
Item Prospectus Caption
Cover Page Cover Page
Synopsis Summary of Expenses
Condensed Financial Information Financial Highlights
General Description of Registration Summary of Expenses;
Investment
Information;
Organization
Management of the Fund Trust Information
Capital Stock and Other Securities Trust Information;
Investing; Net Asset
Value; Organization
Purchase of Securities Being Offered Trust Information;
Investing; Net Asset
Value
Redemption Repurchase Investing
Pending Legal Proceedings Not Applicable
INTERNATIONAL GROWTH PORTFOLIO
CROSS REFERENCE SHEET
Form N-1A
Part A
Item Prospectus Caption
Cover Page Cover Page
Synopsis Summary of Expenses
Condensed Financial Information Financial Highlights
General Description of Registration Summary of Expenses;
Investment
Information;
Organization
Management of the Fund Trust Information
Capital Stock and Other Securities Trust Information;
Investing; Net Asset
Value; Organization
Purchase of Securities Being Offered Trust Information;
Investing; Net Asset
Value
Redemption Repurchase Investing
Pending Legal Proceedings Not Applicable
* The following Prospectuses each dated April 1, 1995 are
incorporated from Post-Effective Amendment No. 28 to Registrant's
Registration statement by reference herein:
The Benchmark Funds Equity Portfolios
The Benchmark Funds Fixed Income Portfolios
<PAGE>
The Benchmark Funds Money Market Portfolios
The following Statements of Additional Information each dated April
1, 1995 are incorporated by reference herein:
The Benchmark Funds Equity Portfolios
The Benchmark Funds Fixed Income Portfolios
The Benchmark Funds Money Market Portfolios
<PAGE>
OTHER INFORMATION
Item 24.Financial Statements and Exhibits
(a) Financial Statements
Included in the Equity Portfolios Prospectus:
Financial Highlights - Selected Data for a Unit
Outstanding from Commencement of Operations through
November 30, 1993 and for the year ended November 30,
1994 for the Balanced, Equity Index, Diversified
Growth, Focused Growth, Small Company Index and
International Growth Portfolios.
Included in the Fixed Income Portfolios Prospectus:
Financial Highlights - Selected Data for a Unit
Outstanding from Commencement of Operations through
November 30, 1993 and for the year ended November 30,
1994 for the Short Duration, U.S. Government
Securities, Short-Intermediate Bond, U.S. Treasury
Index, Bond and International Bond Portfolios.
Included in the Money Market Portfolios Prospectus:
Financial Highlights - Selected Data for a Unit
Outstanding from Commencement of Operations through
November 30, 1990 and for the four years ended November
30, 1994 for the Government Select Portfolio.
________________
1 Balanced and Focused Growth Portfolios commenced investment
operations on July 1, 1993. Equity Index, Diversified Growth and
Small Company Index Portfolios commenced invested operations on
January 11, 1993, International Growth Portfolio commenced
investment operations on March 28, 1994.
2 Short Duration Portfolio commenced investment operations on
June 2, 1993. U.S. Government Securities Portfolio commenced
operations on April 5, 1993. Short-Intermeidate Bond, U.S.
Treasury Index and Bond Portfolios commenced investment
operations on January 11, 1993. International Bond Portfolio
commenced investment operations on March 28, 1994.
3 Government Select Portfolio commenced operations on November
7, 1990.
<PAGE>
Financial Highlights - Selected Data for a Unit
Outstanding from Commencement of Operations through
November 30, 1985 and for the nine years ended November
30, 1994 for the Government Portfolio.
Financial Highlights - Selected Data for a Unit
Outstanding for the ten years ended November 30, 1994
for the Diversified Assets and Tax-Exempt Portfolios.
(i) Included in the Statements of Additional Information
Statement of Investments as of November 30, 1994 for the
Balanced, Equity Index, Diversified Growth, Focused Growth,
Small Company Index, International Growth, Short Duration,
U.S. Government Securities, Short-Intermediate Bond,
U.S. Treasury Index, Bond, International Bond, Government
Select, Government, Diversified Assets and Tax-Exempt
Portfolio.
Statements of Assets and Liabilities as of November 30, 1994
for the Balanced, Equity Index, Diversified Growth, Focused
Growth, Small Company Index, International Growth, Short
Duration, U.S. Government Securities, Short-Intermediate Bond,
U.S. Treasury Index, Bond, International Bond, Government
Select, Government, Diversified Assets and Tax-Exempt
Portfolio.
Statement of Operations for the year ended November 30, 1994
for the Balanced, Equity Index, Diversified Growth, Focused
Growth, Small Company Index, Short Duration, U.S. Government
Securities, Short-Intermediate Bond, U.S. Treasury Index, Bond,
Government Select, Government, Diversified Assets and Tax-Exempt
Portfolio.
Statement of Operations from March 28, 1994 (commencement of
operations) to November 30, 1994 for the International Growth
and International Bond Portfolios.
Statement of Changes in Net Assets for the period ended November
30, 1993 and for the year ended November 30, 1994 for the
Balanced, Diversified Growth, Equity Index, Focused Growth and
Small Company Index Portfolios and for the period ended November
30, 1994 for the International Growth Portfolio.
Statement of Changes in Net Assets for the period ended
November 30, 1993 and for the year ended November 30, 1994
for the Short-Duration, U.S. Government Securities, Short-
Intermediate Bond, U.S. Treasury Index and Bond Portfolios
and for the period ended November 30, 1994 for the
International Bond Portfolio.
<PAGE>
(b) Exhibits
The following exhibits are incorporated herein by reference to
Registrant's Registration Statement on Form N-1A as initially filed
(Reference A), to Pre-Effective Amendment No. 1 (Reference B), to
Post-Effective Amendment No. 1 to such Registration Statement
(Reference C), to Post-Effective Amendment No. 2 to such Registration
Statement (Reference D), to Post-Effective Amendment No. 4 to such
Registration Statement (Reference E), to Post-Effective Amendment No.
7 to such Registration Statement (Reference F), to Post-Effective
Amendment No. 11 to such Registration Statement (Reference G), to
Post-Effective Amendment No. 12 to such Registration Statement
(Reference H), to Post-Effective Amendment No. 13 to such
Registration Statement (Reference I), to Post-Effective Amendment
No. 16 to such Registration Statement (Reference J), to Post-
Effective Amendment No. 17 to such Registration Statement
(Reference K), to Post-Effective Amendment No. 19 to such Registration
Statement (Reference L), to Post-Effective Amendment No. 20 to such
Registration Statement (Reference M), to Post-Effective Amendment No.
21 to such Registration Statement (Reference N), to Post-Effective
Amendment No. 22 to such Registration Statement (Reference O) ,
to Post-Effective Amendment No. 23 to such Registration Statement
(Reference P), to Post-Effective Amendment No. 25 to such Registration
Statement (Reference Q), to Post-Effective Amendment No. 26 to such
Registration Statement (Reference R), to Post-Effective Amendment No.
27 to such Registration Statement (Reference S) and to Post-Effective
Amendment No. 28 to such Registration Statement (Reference T).
1 - Agreement and Declaration of Trust dated July 15, 1982
(Reference A).
1(a)- Amendment No. 1 dated November 22, 1982 to Agreement and
Declaration of Trust (Reference A).
1(b)- Amendment No. 2 dated April 21, 1983 to Agreement and
Declaration of Trust (Reference B).
1(c)- Amendment No. 3 dated May 19, 1983 to Agreement and
Declaration of Trust (Reference B).
1(d)- Amendment No. 4 dated May 19, 1983 to Agreement and
Declaration of Trust (Reference B).
1(e)- Amendment No. 5 dated May 19, 1983 to Agreement and
Declaration of Trust (Reference B).
1(f)- Amendment No. 6 dated December 19, 1983 to Agreement and
Declaration of Trust (Reference D).
1(g)- Amendment No. 7 dated August 23, 1985 to Agreement and
Declaration of Trust (Reference E).
<PAGE>
1(h)- Amendment No. 8 dated September 26, 1990 to Agreement
and Declaration of Trust (Reference H).
1(i)- Amendment No. 9 dated October 1, 1990 to Agreement and
Declaration of Trust (Reference H).
1(j)- Amendment No. 10 to Agreement and Declaration of Trust
(Reference I).
1(k)- Amendment No. 11 to Agreement and Declaration of Trust
(Reference J).
1(l)- Amendment No. 12 to Agreement and Declaration of Trust
(Reference L).
1(m)- Amendment No. 13 to Agreement and Declaration of Trust
(Reference P).
2- By-Laws of the Registrant (Reference A).
2(a)- Amendment dated May 9, 1983 to Section 2.3 of the By-Laws
(Reference B).
2(b)- Amendment dated April 21, 1983 to Sections 1.1 and 5.3
of the By-Laws (Reference D).
2(c)- Amendment dated August 29, 1983 to Section 6.3 of the
By-Laws (Reference D).
2(d)- Amendment dated December 19, 1983 to Sections 1.1 and
5.3 of the By-Laws (Reference D).
2(e)- Amendment dated January 26, 1987 to Section 3.7 of the
By-Laws (Reference F).
3- Not Applicable.
4- Not Applicable.
5- Advisory Agreement dated October 5, 1990 between
Registrant and The Northern Trust Company
(Reference H).
5(a)- Addendum No. 1 to Advisory Agreement between Registrant and
The Northern Trust Company (Reference I).
5(b)- Addendum No. 1, dated June 8, 1992, to Investment Advisory
Agreement, dated October 5, 1990, between The Northern Trust
Company and the Registrant (Reference J).
5(c)- Addendum No. 2 to Investment Advisory Agreement between the
Registrant and The Northern Trust Company (Reference K).
<PAGE>
5(d)- Addendum No. 3 to Investment Advisory Agreement between the
Registrant and The Northern Trust Company (Reference M).
5(e)- Addendum No. 4 to Investment Advisory Agreement between the
Registrant and The Northern Trust Company (Reference S).
6- Distribution Agreement dated June 8, 1992 between Registrant
and Goldman, Sachs & Co. (Reference I).
6(a)- Addendum No. 1 to Distribution Agreement between the
Registrant and Goldman, Sachs & Co. (Reference K).
6(b)- Addendum No. 2 to Distribution Agreement between the
Registrant and Goldman, Sachs & Co. (Reference L).
6(c)- Form of Addendum No. 3 to Distribution Agreement between the
Registrant and Goldman, Sachs & Co. (Reference T).
7 - Not Applicable.
8- Custodian Agreement dated June 8, 1992 between Registrant
and The Northern Trust Company (Reference I).
8(a)- Addendum No. 1 to Custodian Agreement between the Registrant
and The Northern Trust Company
(Reference J).
8(b)- Addendum No. 2 to Custodian Agreement between Registrant and
The Northern Trust Company (Reference L).
8(c)- Foreign Custody Agreement between the Registrant and The
Northern Trust Company (Reference T).
9 - Agreement and Plan of Reorganization between Registrant and
The Benchmark Tax-Exempt Fund (Reference G).
9(a)- Revised and Restated Transfer Agency Agreement between
Registrant and The Northern Trust Company, dated January 8,
1993 (Reference J).
9(b)- Addendum No. 1 to Transfer Agency Agreement between the
Registrant and The Northern Trust Company
(Reference L).
9(c)- Addendum No. 2 to Transfer Agency Agreement between the
Registrant and The Northern Trust Company (Reference S).
9(d)- Administration Agreement dated June 8, 1992 between
Registrant and Goldman, Sachs & Co. (Reference I).
<PAGE>
9(e)- Amendment dated August 1, 1992 to Administration Agreement
dated June 8, 1992 between Registrant and Goldman, Sachs & Co.
(Reference J).
9(f)- Addendum No. 1 to Administration Agreement between the
Registrant and Goldman, Sachs & Co. (Reference K).
9(g)- Addendum No. 2 to Administration Agreement between the
Registrant and Goldman, Sachs & Co. (Reference L).
9(h)- Addendum No. 3 to Administration Agreement between the
Registrant and Goldman, Sachs & Co. (Reference S).
12- Not Applicable.
13- Subscription Agreement with Goldman, Sachs & Co. (Reference
B).
13(a)- Amendment No. 1 to Subscription Agreement with Goldman,
Sachs & Co. (Reference B).
13(b)- Amendment No. 2 to Subscription Agreement with Goldman,
Sachs & Co. (Reference C).
13(c)- Amendment No. 3 to Subscription Agreement with Goldman,
Sachs & Co. (Reference E).
14- Not Applicable.
15- Servicing Agreement (Reference T).
16- Schedule for computation of performance data for Equity
Index Portfolio, Diversified Growth Portfolio, U.S. Treasury
Index Portfolio, Short-Intermediate Bond Portfolio and Bond
Portfolio (Reference L).
16(a)- Schedule for computation of performance data for Diversified
Assets Portfolio, Government Portfolio, Government Select
Portfolio, Tax-Exempt Portfolio and California Municipal Portfolio
(Reference M).
16(b)- Schedule for computation of performance data for U.S.
Government Securities Portfolio (Reference N).
16(c)- Schedule for computation of performance data for Short
Duration Portfolio (Reference O).
16(d)- Schedule for computation of performance data for Balanced
Portfolio, Diversified Growth Portfolio, Equity Index Portfolio,
Focused Growth Portfolio and Small Company Index Portfolio
(Reference Q).
<PAGE>
The following exhibits are filed herewith:
10- Opinion of Hale and Dorr.
Item 25. Persons Controlled by or Under Common Control with
Registrant
Registrant is controlled by its Board of Trustees.
Item 26. Number of Holders of Securities
Number of Record
Holders as of
Title of Class November 16, 1995
Class A Class C Class D
Diversified Assets Portfolio Units..... 1 N/A N/A
Government Portfolio Units ............ 1 N/A N/A
Government Select Portfolio Units...... 1 N/A N/A
Tax-Exempt Portfolio Units ............ 1 N/A N/A
Equity Index Portfolio Units............1 1 1
Small Company Index Portfolio Units.....1 N/A 1
Diversified Growth Portfolio Units .....1 N/A 1
Focused Growth Portfolio Units .........1 N/A 1
U.S. Treasury Index Portfolio Units.... 1 N/A 1
U.S. Government Securities Portfolio....1 N/A 1
Short-Intermediate Bond Portfolio Units.1 N/A 1
Bond Portfolio Units .................. 1 1 1
Short Duration Portfolio Units ........ 1 N/A N/A
Balanced Portfolio Units .............. 1 N/A 1
International Growth Portfolio Units .. 1 N/A 1
International Bond Portfolio Units .....1 N/A 1
Item 27. Indemnification
Section 6.4, 6.5 and 6.6 of the Registrant's Agreement and
Declaration of Trust provide for indemnification of the
Registrant's Trustees and officers under certain circumstances.
A copy of such Agreement and Declaration of Trust was filed as
Exhibit 1 to Registrant's Registration Statement on Form N-1 as
initially filed and a copy of Section 6.5 thereof (as amended)
was filed as Exhibit 1(d) to Pre-Effective Amendment No. 1 to
such Registration Statement.
Paragraph 7 of the Advisory Agreement between the Registrant and
The Northern Trust Company provides for indemnification of The
Northern Trust Company or, in lieu thereof, contribution by the
Registrant, under certain circumstances. A copy of the Advisory
<PAGE>
Agreement is filed as Exhibit 5(b) to Post-Effective Amendment
No. 12 to Registrant's Registration Statement on Form N-1A.
Paragraph 7 of the Administration Agreement between the
Registrant and Goldman, Sachs & Co. provides for indemnification
of Goldman, Sachs & Co. or, in lieu thereof, contribution by the
Registrant, under certain circumstances. Copies of the
Administration Agreement was filed as Exhibit 17(e) to Post-
Effective Amendment No. 13 to Registrant's Registration Statement
on Form N-1A.
A mutual fund and trustee and officer liability policy purchased
jointly by the Registrant and other investment companies advised
and/or distributed by Goldman, Sachs & Co. insures such persons
and their respective Trustees, partners, officers and employees,
subject to the policy's coverage limits and exclusions and
varying deductibles, against loss resulting from claims by reason
of any act, error, omission, misstatement, misleading statement,
neglect or breach of duty.
Item 28. Business and Other Connections of Investment Adviser
The Northern Trust Company, Registrant's investment adviser, is a
full service commercial bank and also provides a full range of
trust and fiduciary services. Set forth below is a list of all
of the directors, senior officers and those officers primarily
responsible for Registrant's affairs of The Northern Trust
Company and, with respect to each such person, the name and
business address of the company (if any) with which such person
has been connected at any time since June 1, 1990, as well as the
capacity in which such person was connected.
Name and Principal Connection
Name and Position Business Address with
with Investment Adviser of Other Company Other Company
Dolores E. Cross Diamond Shamrock Director
Director 9830 Colonada Blvd.
San Antonio, TX 78230
Chicago State President
University
95th Street at
King Drive
Chicago, IL 60643
Student Loan Director
Marketing
Association
1025 Thomas
Jefferson, N.W.
<PAGE>
Shorebank Corporation Former
7054 S. Jeffrey Director
Chicago, IL 60649
Washington, DC 20007
John R. Goodwin None
Vice President
Robert S. Hamada The University Edward Eagle
Director of Chicago Brown
Graduate School of Distinguished
Business Service
1101 East 58th Street Professor of
Chicago, IL 60637 Finance and
Dean
Northern Trust Director
Corporation
50 S. LaSalle Street
Chicago, IL 60675
A.M. Castle & Co. Director
3400 North Wolf Road
Franklin Park, IL 60131
Manville Corporation Former
P.O. Box 5108 Director
Denver, CO 80217-5108
Chicago Board of Trade Director
141 West Jackson
Boulevard
Chicago, IL 60604
Riverwood Former
International Director
Corporation
3350 Cumberland Circle
Atlanta, GA 30339
Loren A. Hansen None
Vice President
Barry G. Hastings Northern Trust Vice
Vice Chairman Corporation Chairman
Former Senior 50 S. LaSalle Street & Director
Executive Vice Chicago, IL 60675
President
Northern Futures Former
Corporation Director
50 S. LaSalle Street
Chicago, IL 60675
<PAGE>
The Northern Trust Former
International Banking Director
Corporation
One World Trade Center
New York, NY 10048
Northern Trust Director
Securities, Inc.
(formerly Northern Trust
Brokerage, Inc.)
50 S. LaSalle Street
Chicago, IL 60675
Nortrust of Arizona Chairman
Holding Corporation of the
2398 East Camelback Board &
Rd. Director
Phoenix, AZ 85016
Northern Trust of Director
California Corporation
355 S. Grand Avenue
Los Angeles, CA 90017
Northern Trust Vice Chairman
of Florida of the Board
Corporation
700 Brickell Avenue
Miami, FL 33131
Northern Trust Bank Chairman
of Texas N. A. of the
2020 Ross Avenue Board
Dallas, TX 75201
Nortrust Realty Director
Management, Inc.
50 South LaSalle Street
Chicago, IL 60675
Robert A. Helman Mayer, Brown & Platt Partner
Director 190 S. LaSalle Street
Chicago, IL 60603
Northern Trust Director
Corporation
50 S. LaSalle Street
Chicago, IL 60675
Chicago Stock Exchange Governor
One Financial Plaza
440 S. LaSalle St.
Chicago, IL 60605
<PAGE>
LaSalle Street Fund, Director
Incorporated
11 S. LaSalle Street
Chicago, IL 60603
The Shorebank Former
Corporation Director
7054 S. Jeffrey
Boulevard
Chicago, IL 60649
Environmental Systems Former
Company Director
333 Executive Court
Little Rock, AR 72205
The Horsham Director
Corporation
24 Hazelton Avenue
Toronto, Ontario,
Canada
M5R 2E2
Alberta Natural Gas Director
Company, Ltd.
2900, 240 Fourth
Ave., N.W.
Calgary, Alberta
Canada T2P 4L7
Brambles USA, Inc. Director
400 N. Michigan Avenue
Chicago, IL 60611
Arthur L. Kelly KEL Enterprises Ltd. Managing
Director 135 S. LaSalle Street Partner
Chicago, IL 60603
Bayerische Motoren Director
Werke
(BMW) A.G. BMW Haus
Petuelring 130
Postfach 40 02 40
D-8000
Munich 40 Germany
Deere & Company Director
John Deere Rd.
Moline, IL 61265
Northern Trust Director
Corporation
50 S. LaSalle Street
Chicago, IL 60675
<PAGE>
Nalco Chemical Director
Company
One Nalco Center
Naperville, IL
60563-1198
Snap-on Incorporated Director
2801 80th Street
Kenosha, WI 53140
Twin Disc, Former
Incorporated Director
1328 Racine Street
Racine, WI 53403
Ardis Krainik Lyric Opera General Director
Director 20 North Wacker Drive
Chicago, IL 60606
Northern Trust Director
Corporation
50 South LaSalle Street
Chicago, IL 60675
Robert D. Krebs Santa Fe Pacific Chairman,
Director Corporation President
1700 E. Golf Road and Chief
Schaumburg, IL Executive
60173-5860 Officer &
Director
Santa Fe Pacific Director
Pipelines, Inc.
888 S. Figueroa Street
Los Angeles, CA 90017
Northern Trust Director
Corporation
50 South LaSalle Street
Chicago, IL 60675
Phelps Dodge Director
Corporation
2600 North Central
Avenue
Phoenix, AZ
85004-3014
Catellus Development Director
Corporation
201 Mission Street
San Francisco, CA
94105
<PAGE>
Santa Fe Energy Director
Resources, Inc.
1616 South Voss Road
Houston, TX 77057
Gloria Martin Santa Fe Pacific Director
Director P.O. Box 27019
Albuquerque, NM 87125
Gold Corporation Director
6200 Uptown Blvd.
Albuquerque, NM 87110
The Atchison Topeka Director
and Santa Fe Railway
Company
1700 E. Golf Road
Schaumburg, IL
60173-5860
Frederick A. Krehbiel Molex Incorporated Chairman and
Director 2222 Wellington Court Chief Executive
Lisle, IL 60532-1682 Officer, Former
Vice Chairman
Northern Trust Director
Corporation
50 South LaSalle Street
Chicago, IL 60675
Nalco Chemical Company Director
One Nalco Center
Naperville, IL
60563-1198
Tellabs, Inc. Director
4951 Indiana Avenue
Lisle, IL 60532
A.M. Castle & Co. Director
3400 North Wolf Road
Franklin Park, IL 60131
Roger W. Kushla The Northern Trust Director
Senior Vice President Company of New York
80 Broad Street
19th Floor
New York, NY 10004
Robert A. LaFleur None
Senior Vice President
Thomas L. Mallman None
Senior Vice President
<PAGE>
James J. Mitchell, III Northern Trust Former
Executive Vice Securities, Inc. Director
President (formerly Northern Trust
Brokerage, Inc.)
50 S. LaSalle Street
Chicago, IL 60675
Northern Trust Bank of Former
Texas N.A. Director
2020 Ross Avenue
Dallas, TX 75201
The Northern Trust Director
Company of New York
80 Broad Street
19th Floor
New York, NY 10004
William G. Mitchell Northern Trust Director
Director Corporation
50 South LaSalle Street
Chicago, IL 60675
The Interlake Director
Corporation
7701 Harger Road
Oak Brook, IL
60521-1488
Peoples Energy Director
Corporation
122 South Michigan
Avenue
Chicago, IL 60603
The Sherwin-Williams Director
Company
101 Prospect Avenue, N.W.
Cleveland, OH 44115-1075
William A. Osborn Northern Trust Director
Chairman and Corporation
Chief Executive Securities, Inc.
Officer, 50 S. LaSalle Street
Former Senior Chicago, IL 60675
Executive
Vice President
Nortrust of Arizona Former
Holding Corporation Director
2398 East Camelback
Road
Phoenix, AZ 85016
<PAGE>
Northern Trust of Director
California Corporation and Former
355 S. Grand Avenue Chairman of
Los Angeles, CA 90017 the Board
Northern Trust Bank of Former Chairman
California N.A. of the Board
355 S. Grand Avenue
Los Angeles, CA 90017
The Northern Trust Director
International Banking
Corp.
1 World Trade Center
New York, NY 10048
Northern Futures Director
Corporation
50 South LaSalle Street
Chicago, IL 60675
Sheila A. Penrose None
Executive Vice
President
Perry R. Pero Northern Futures Director
Senior Executive Vice Corporation
Vice President, 50 South LaSalle Street
Chief Financial Chicago, IL 60675
Officer and
Cashier
Northern Investment Chairman,
Corporation President
50 South LaSalle Street and Director
Chicago IL 60675 and Treasurer
Northern Trust Director
Securities, Inc.
50 South LaSalle Street
Chicago, IL 60675
Nortrust Realty Director
Management, Inc.
50 South LaSalle Street
Chicago, IL 60675
Peter L. Rossiter Schiff, Hardin Former
Executive Vice & Waite Partner
7200 Sears Tower
Chicago, IL 60606
<PAGE>
Consolidated Director
Communications Inc.
Illinois Consolidated
Telephone Company
121 S. 17th St.
Mattoon, IL 61938
Northern Trust Executive
Corporation Vice
50 South LaSalle President,
Street General
Chicago, IL 60675 Counsel and
Secretary
Harold B. Smith Illinois Tool Chairman of
Director Works Inc. the Executive
3600 West Lake Committee
Avenue and a
Glenview, IL Director
60025-5811
Northern Trust Director
Corporation
50 South LaSalle Street
Chicago, IL 60675
W. W. Grainger, Inc. Director
5500 West Howard Street
Skokie, IL 60077
Northwestern Mutual Trustee
Life Insurance Co.
720 East Wisconsin Avenue
Milwaukee, WI 53202
William D. Smithburg The Quaker Oats Chairman,
Director Company Chief
321 North Clark Street Executive
Chicago, IL 60610 Officer
and Director
Northern Trust Director
Corporation
50 South LaSalle Street
Chicago, IL 60675
Abbott Laboratories Director
One Abbott Park Road
Abbott Park, IL
60064-3500
Corning Incorporated Director
Corning, NY 14831
<PAGE>
Prime Capital Director
Corporation
P.O. Box 8460
Rolling Meadows,
IL 60008
James M. Snyder None
Senior Vice
President
Bide L. Thomas Commonwealth Edison Former
Company President
One First National and a
Plaza Former
Chicago, IL 60603 Director
L.E. Myers Company
2550 W. Golf Rd.
Rolling Meadows, IL 60008
Northern Trust Director
Corporation
50 South LaSalle Street
Chicago, IL 60675
R. R. Donnelley Director
& Sons Company
77 West Wacker Drive
Chicago, IL 60601
Item 29. Principal Underwriters
(a) Goldman, Sachs & Co., or an affiliate or a division thereof,
currently serves as investment adviser and distributor of
the units or shares of Goldman Sachs Money Market Trust,
Goldman Sachs Trust, Goldman Sachs Equity Portfolios, Inc.,
Trust for Credit Unions and Paragon Treasury Money Market
Fund. Goldman, Sachs & Co., or a division thereof currently
serves as administrator and distributor for The Benchmark
Funds, The Commerce Funds and Paragon Portfolio.
(b) Set forth below is certain information pertaining to the
general partners of Goldman, Sachs & Co., Registrant's
principal underwriter. None of the Partners hold positions
or offices with the Registrant.
<PAGE>
GOLDMAN SACHS GENERAL PARTNERS
Name and Principal Name and Principal
Business Address Business Address
Jon Corzine, Chairman (1)(2)
Roy J. Zuckerberg (2) Hideo Ishihara (10)
David M. Silfen (2) Oki Matsumoto Inc. (2)
Eugene V. Fife (7) Richard M. Hayden (2)
Robert J. Hurst (2) Armen A. Avanessians (2)
Paul M. Achleitner (7) Howard C. Katz (2)
Joel S. Beckman (2) Peter K. Barker (9)
Eric S. Dobkin (2) David W. Blood (7)
Willard J. Overlock, Jr. (2) Henry M. Paulson, Jr.(8)
Jonathan L. Cohen (2) Zachariah Cobrinik (7)
Frederic B. Garonzik (7) Kevin W. Kennedy (2)
William C. Landreth (11) Daniel M. Neidich (2)
Gary D. Cohn (7) Edward Spiegel (2)
Fischer Black (5) Christopher A. Cole (2)
Robert F. Cummings, Jr. (2) Henry Cornell (13)
Angelo De Caro (7) Robert V. Delaney (2)
Steven G. Einhorn (2) Joseph DellaRosa (2)
J. Michael Evans (7) David B. Ford (2)
David M. Leuschen (2) Lawton W. Fitt (2)
Michael R. Lynch (2) Michael D. McCarthy (2)
Donald C. Opatrny, Jr. (7) Joseph D. Gatto (2)
Peter C. Gerhard (2) Thomas E. Tuft (2)
Robert J. Katz (1) (2) Michael P. Mortara (2)
Nomi P. Ghez (2) Lloyd C. Blankfein (2)
David T. Hamamoto (2) John P. Curtin, Jr. (2)
Gavyn Davies (7) Dexter D. Earle (2)
John Ehara (10) Christopher Flowers (2)
Gary Gensler (2) Walter H. Haydock (15)
Charles T. Harris, III (2) Thomas J. Healey (2)
Stephen Hendel (2) Robert E. Higgins (2)
Ernest S. Liu (2) David L. Henle (2)
Eff W. Martin (11) Charles B. Mayer, Jr. (2)
Michael J. O'Brien (7) Mark Schwartz (2)
Stephen M. Semlitz (2) Robert K. Steel (7)
Francis J. Ingrassia (2) John A. Thain (2)
John L. Thornton (7) Scott B. Kapnick (7)
Bracebridge H. Young, Jr. (10) Joseph R. Zimmel (2)
Barry L. Zubrow (2) Gary L. Zwerling (2)
Jon R. Aisbitt (7) Andrew M. Alper (2)
William J. Buckley (2) Frank L. Coulson, Jr. (2)
Connie Duckworth (8) Richard A. Friedman (2)
Alan R. Gillespie (7) John H. Gleberman (2)
Jacob D. Goldfield (2) Steven M. Heller (2)
Ann F. Kaplan (2) Robert S. Kaplan (10)
Peter D. Kiernan, III (2) Kevin M. Kelly (2)
T. Willem Mesdag (7) Gaetano J. Muzio (2)
Robin Neustein (2) Timothy J. O'Neill (2)
Scott M. Pinkus (2) John J. Powers (2)
Stephen D. Quinn (2) Arthur J. Reimers,III (7)
James P. Riley, Jr. (2) Richard A. Sapp (7)
<PAGE>
John C. Keinert (2) Donald F. Textor (2)
Thomas B. Walker, III (2) Patrick J. Ward (10)
Jeffrey M. Weingarten (7) Jon Winkelried (2)
Richard E. Witten (2) Gregory K. Palm (7)
Carlos A. Cordeiro (7) John O. Downing (7)
W. Mark Evans (7) Michael D. Fascitelli (2)
Sylvain M. Hefes (7) Reuben Jeffrey, III (2)
Lawrence H. Linden (2) Jun Makihara (9)
Masanori Mochida (10) Robert B. Morris,III (11)
Philip D. Murphy (14) Suzanne M. Johnson (9)
Terence M. O'Toole (2) Carl G.E. Palmstierna (7)
Michael G. Rantz (2) J. David Rogers (10)
Joseph Sassoon (7) Peter Savitz (10)
Charles B. Seelig, Jr. (2) Ralph F. Severson (11)
Gene T. Sykes (9) Gary A. Syman (10)
Leslie C. Tortora (2) John L. Townsend, III (2)
Lee G. Vance (7) David A. Viniar (2)
John S. Weinberg (2) Peter A. Weinberg (2)
Laurence M. Weiss (2) George W. Wellde, Jr. (2)
Jaime E. Yordan (2) Sharmin Mossavar-
Jonathan L. Kolatch (2) Rahmani (5)
Peter S. Kraus (2) Robert Litterman (2)
Jonathan M. Lopatin (2) Thomas J. Macirowski (2)
Peter G. Mallinson (13) Oki Matsumoto (10)
E. Scott Mead (7) Eric M. Mindich (2)
Steven T. Mnuchin (2) Thomas K. Montag (2)
Edward A. Mule (2) Kipp M. Nelson (7)
Christopher K. Norton (14) Robert J. O'Shea (2)
Wiet H. Pot (7) Jack L. Salzman (2)
Eric S. Schwartz (2) Michael F. Schwerin (2)
Richard S. Sharp (7) Richard G. Sherlund (2)
Michael S. Sherwood (7) Cody J. Smith (2)
Daniel W. Stanton (2) Esta E. Stecher (2)
Frederic E. Steck (11) Byron D. Trott (8)
Barry S. Volpert (2) Peter S. Wheeler (13)
Anthony G. Williams (7) Gary W. Williams (2)
Tracy R. Wolstencroft (4) Danny O. Yee (13)
Michael J. Zamkow (2) Mark A. Zurack (2)
(1) Management Committee
(2) 85 Broad Street, New York, NY 10004
(3) Mellon Bank Center, 1735 Market Street, 26th Floor,
Philadelphia, PA 19103
(4) 100 Crescent Court, Suite 1000, Dallas, TX 75201
(5) One New York Plaza, New York, NY 10004
(6) 1000 Louisiana Street, Suite 550, Houston, TX 77002
(7) Peterborough Court, 133 Fleet Street, London EC4A 2BB,
England
(8) 4900 Sears Tower, Chicago, IL 60606
(9) 333 South Grand Avenue, Suite 1900, Los Angeles, CA 90071
(10) ARK Mori Bldg.,10th Floor, 12-32 Akasaka, 1-chome, Minato-
ku, Tokyo 107, Japan
(11) 555 California Street, 31st Floor, San Francisco, CA 94104
(12) Exchange Place, 53 State Street, 13th Floor, Boston, MA
02109
(13) Asia Pacific Finance Tower, 35th Floor, Citibank Plaza, 3
Garden Road, Hong Kong
(14) Finanz GmbH, MesseTurm, 60308 Frankfurt am Main 1, Germany
(15) Munsterhof 4, 8022, Zurich, Switzerland
<PAGE>
(c) Not Applicable.
Item 30. Location of Accounts and Records
The Agreement and Declaration of Trust, By-laws and minute
books of the Registrant are in the physical possession of
Goldman, Sachs & Co., Goldman Sachs Asset Management, 85 Broad
Street, New York, New York, 10004. Records relating to Goldman,
Sachs & Co.'s functions as distributor and administrator for the
Registrant are located at the same address. All other accounts,
books and other documents required to be maintained under Section
31(a) of the Investment Company Act of 1940 and the Rules
promulgated thereunder are in the physical possession of The
Northern Trust Company, 50 S. LaSalle Street, Chicago, Illinois
60675.
Item 31. Management Services
Not Applicable.
Item 32. Undertakings
(a) The Annual Report will contain certain performance
information and is available to any recipient of the
Prospectuses upon request and without charge by writing to
Goldman, Sachs & Co., 4900 Sears Tower, Chicago, Illinois
60606.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant certifies that
it meets all of the requirements for the effectiveness of this
Post-Effective Amendment No. 29 pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Post-Effective
Amendment No. 29 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City and State of New York on the 16th day of November 1995.
THE BENCHMARK FUNDS
By: /s/ MICHAEL J. RICHMAN
Michael J. Richman
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been
signed below by the following persons in the capacities and on
the date indicated.
Name Title Date
MARCIA L. BECK * President November 16, 1995
Marcia L. Beck
SCOTT M. GILMAN * Treasurer November 16, 1995
Scott M. Gilman
WILLIAM H. SPRINGER * Trustee November 16, 1995
William H. Springer
JAMES J. GAVIN, JR.* Trustee November 16, 1995
James J. Gavin, Jr.
WILLIAM B. JORDAN * Trustee November 16, 1995
William B. Jordan
FREDERICK T. KELSEY * Trustee November 16, 1995
Frederick T. Kelsey
EDWARD J.CONDON * Trustee November 16, 1995
Edward J. Condon
JOHN W. ENGLISH * Trustee November 16, 1995
John W. English
<PAGE>
RICHARD P. STRUBEL * Trustee November 16, 1995
Richard P. Strubel
*By: /s/ MICHAEL J. RICHMAN November 16, 1995
Michael J. Richman,
Attorney-in-fact
<PAGE>
THE BENCHMARK FUNDS
EXHIBIT INDEX
Exhibit
10- Opinion of Hale and Dorr.
HALE AND DORR
Counsellors At Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 Fax 617-526-5000
November 16, 1995
The Benchmark Funds
Goldman, Sachs & Co.
4900 Sears Tower
Chicago, Il 60606
Re: Post-Effective Amendment No. 29 to Registration Statement on
Form N-1A (File No. 2-80543 and 811-3605) (the "Registration
Statement")
Ladies and Gentlemen:
The Benchmark Funds (the "Trust") is a Massachusetts
business trust created under a written Agreement and Declaration
of Trust dated July 15, 1982, and executed and delivered on such
date in Boston, Massachusetts, as amended on November 22, 1982,
April 21, 1983, May 19, 1983, December 19, 1983, August 28, 1985,
September 26, 1990, October 1, 1990, April 27, 1992, October 26,
1992, April 27, 1993 and July 20, 1993 (as so amended, the "Trust
Agreement"). The beneficial interests thereunder are represented
by transferable units of beneficial interest, $.001 par value.
The Trustees have the powers set forth in the Trust
Agreement, subject to the terms, provisions and conditions
therein provided. Under Article IV, Section 4.1 of the Trust
Agreement, the beneficial interest in the Trust is represented by
an unlimited number of units of one class without par value.
Under Article IV, Section 4.1, the Trustees are authorized from
time to time to divide the class of units into any number of
series or subseries of units as they deem necessary or desirable.
As of the date of this opinion, the Trustees have divided the
units of the Trust into four subseries, designated as "Subseries
A", "Subseries B", "Subseries C" and "Subseries D". Pursuant to
Article IV, Section 4.1 of the Trust Agreement, the Trustees are
empowered in their discretion to issue units of any series for
such consideration and on such terms as the Trustees may
determine (or for no consideration if pursuant to a unit dividend
or split-up), all without action or approval of the unitholders.
Pursuant to Article IV, Section 4.2 of the Trust Agreement,
the Trustees established sixteen series of units designated
"Diversified Assets Units", "Government Units", "Government
Select Units", "Tax-Exempt Units", "U.S. Treasury Units", "Short
- - -Intermediate Bond Units", "Bond Units", "U.S. Government
<PAGE>
Securities Units", "Short Duration Units", "Equity Index Units",
"Small Company Index Units", "Diversified Growth Units", "Focused
Growth Units", "Balanced Units", "International Growth Units",
"International Bond Units".
We understand that you are about to register under the
Securities Act of 1933, as amended, 31,672,297 units of
beneficial interest by Post-Effective No. 29 to the Trust's
Registration Statement.
We have examined the Declaration of Trust, the By-Laws, the
written actions of the Board of Trustees and the minutes of the
meeting of the Board of Trustees relating to the authorization
and issuance of units of beneficial interest of the Trust. In our
examination of the above documents, we have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to original
documents of all documents submitted to us as certified or
photostatic copies, the authenticity of the originals of such
latter documents and the legal competence of each individual
executing any documents.
For the purposes of this opinion letter, we have not made an
independent review of the laws of any state or jurisdiction other
than The Commonwealth of Massachusetts and express no opinion
with respect to the laws of The Commonwealth of Massachusetts.
Further, we express no opinion as to compliance with any state or
federal securities laws, including the securities laws of The
Commonwealth of Massachusetts.
Our opinion below, as it relates to the nonassessability of
the units of the Trust, is qualified to the extent that under
Massachusetts law, unitholders of a Massachusetts business trust
may be held personally liable for the obligations of the Trust.
In this regard, however, please be advised that the Declaration
disclaims unitholder liability for acts and obligations of the
Trust and requires that notice of such disclaimer be given in
each note, bond, contract, instrument, certificate of undertaking
made or issued by the Trustees or officers of the Trust. Also,
the Declaration provides for indemnification out of Trust
property for all loss and expense of any unitholder held
personally liable for the obligations of the Trust.
We are of the opinion that all necessary Trust action
precedent to the issue of the units of beneficial interest of
the Trust comprising the units covered by Post-Effective
Amendment No. 29 to the Registration Statement has been duly
taken, and that all such units may legally and validly be issued
for cash, and when sold will be fully paid and non-assessable by
the Trust upon receipt by the Trust or its agent of consideration
thereof in accordance with terms described in the Trust's
Declaration and the Registration Statement, subject to compliance
with the Securities Act of 1933, as amended, the Investment
Company Act of 1940, as amended, and applicable state laws
regulating the sales of securities.
<PAGE>
We consent to your filing this opinion with the Securities
and Exchange Commission as an Exhibit to Post-Effective Amendment
No. 29 to the Registration Statement.
Very truly yours,
Hale and Dorr
