U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
The Benchmark Funds
4900 Sears Tower
Chicago, IL 60606
2. Name of each series or class of funds for which this notice is
filed:
Diversified Assets Portfolio
Tax-Exempt Portfolio
Government Portfolio
Government Select Portfolio
Focused Growth Portfolio
Diversified Growth Portfolio
Equity Index Portfolio
Small Company Index Portfolio
U.S. Treasury Index Portfolio
Short-Intermediate Bond Portfolio
Bond Portfolio
U.S. Government Securities Portfolio
Balanced Portfolio
International Bond Portfolio
International Growth Portfolio
Short Duration Portfolio
3. Investment Company Act File Number: 811-3605
Securities Act File Number: 2-80543
4. Last day of fiscal year for which this notice is filed:
November 30, 1996
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see Instruction A.6):
N/A
<PAGE>
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933 other
than pursuant to rule 24f-2 in a prior fiscal year, but which
remained unsold at the beginning of the fiscal year:
Shares - 868,207,143
Dollars - $939,361,950
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the
fiscal year:
Fund Dollars Shares
---- ------- ------
Diversified Assets Portfolio $42,286,002,177 42,286,002,177
Tax-Exempt Portfolio 5,527,094,253 5,527,094,253
Government Portfolio 12,329,359,123 12,329,359,123
Government Select Portfolio 4,713,200,015 4,713,200,015
Focused Growth Portfolio 40,873,137 3,159,529
Diversified Growth Portfolio 18,516,662 1,494,937
Equity Index Portfolio 423,054,436 28,746,780
Small Company Index Portfolio 35,468,908 2,720,141
U.S. Treasury Index Portfolio 14,539,179 709,378
Short-Intermediate Bond
Portfolio 78,758,055 3,811,491
Bond Portfolio 166,876,077 8,153,071
U.S. Government Securities
Portfolio 113,876,242 5,686,986
Balanced Portfolio 19,004,623 1,661,008
International Bond Portfolio 7,707,486 355,068
International Growth Portfolio 30,561,730 2,974,718
Short Duration Portfolio 66,513,411 6,666,328
--------------- --------------
Total: $65,871,405,514 64,921,795,003
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
Fund Dollars Shares
---- ------- ------
Diversified Assets Portfolio $42,286,002,177 42,286,002,177
Tax-Exempt Portfolio 5,527,094,253 5,527,094,253
Government Portfolio 12,329,359,123 12,329,359,123
Government Select Portfolio 4,713,200,015 4,713,200,015
Focused Growth Portfolio 40,873,137 3,159,529
Diversified Growth Portfolio 18,516,662 1,494,937
Equity Index Portfolio 423,054,436 28,746,780
Small Company Index Portfolio 35,468,908 2,720,141
U.S. Treasury Index Portfolio 14,539,179 709,378
<PAGE>
Short-Intermediate Bond
Portfolio 78,758,055 3,811,491
Bond Portfolio 166,876,077 8,153,071
U.S. Government Securities
Portfolio 113,876,242 5,686,986
Balanced Portfolio 19,004,623 1,661,008
International Bond Portfolio 7,707,486 355,068
International Growth Portfolio 30,561,730 2,974,718
Short Duration Portfolio 66,513,411 6,666,328
--------------- --------------
Total: $65,871,405,514 64,921,795,003
Less - Number and aggregate
sale price of securities
sold during the fiscal year
in reliance on registration
pursuant to Rule 24e-2 (903,612,585) (835,105,879)
---------------- ---------------
Total: $64,967,792,929 64,086,689,124
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see Instruction B.7):
Dollars and shares reinvested are included in securities
sold above.
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $64,967,792,929
----------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): -0-
----------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): (64,671,061,158)**
----------------
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable): -0-
----------------
<PAGE>
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 (line (i), plus
line (ii), less line (iii), plus line
(iv) (if applicable): $296,731,771
----------------
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/3300
----------------
(vii) Fee due (line (i) or line (v)
multiplied by line (vi)): $89,919
----------------
Instruction: Issuers should complete lines (ii), (iii), (iv),
and (v) only if the form is being filed within 60
days after the close of the issuer's fiscal year.
See Instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures (17 CPR
202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the
Commissioner's lockbox depository:
<PAGE>
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)* /s/ Scott M. Gilman
-----------------------------------
Scott M. Gilman
-----------------------------------
Dated: January 28, 1997
------------------------
*Please print the name and title of the signing officer below
the signature.
** Price of Number of
Shares Shares
Redeemed or Redeemed or
Fund Repurchased Repurchased
- ---- ----------- -----------
Diversified Assets Portfolio ($41,717,147,438) (41,717,147,438)
Tax-Exempt Portfolio ( 5,692,419,436) ( 5,692,419,436)
Government Portfolio ( 11,911,640,863) (11,911,640,863)
Government Select Portfolio ( 4,562,089,692) ( 4,562,089,692)
Focused Growth Portfolio ( 28,617,722) ( 2,203,337)
Diversified Growth Portfolio ( 45,660,569) ( 3,620,596)
Equity Index Portfolio ( 305,498,282) ( 20,808,343)
Small Company Index Portfolio ( 25,782,774) ( 1,933,743)
U.S. Treasury Index Portfolio ( 5,234,916) ( 256,899)
Short-Intermediate Bond ( 82,745,367) ( 4,026,995)
Portfolio
Bond Portfolio ( 80,954,208) ( 3,971,792)
U.S. Government Securities ( 73,913,023) ( 3,705,413)
Portfolio
Balanced Portfolio ( 11,224,881) ( 981,223)
International Bond Portfolio ( 6,746,764) ( 313,469)
International Growth ( 51,184,277) ( 5,018,179)
Portfolio
Short Duration Portfolio ( 70,200,946) ( 7,034,599)
----------------- ----------------
Total: ($64,671,061,158) (63,937,172,017)
HALE AND DORR LLP
Counsellors At Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 Fax 617-526-5000
January 23, 1997
The Benchmark Funds
Goldman, Sachs & Co.
4900 Sears Tower
Chicago, Il 60606
Re: Rule 24f-2 Notice
-----------------
Ladies and Gentlemen:
The Benchmark Funds (the "Trust") is a Massachusetts
business trust created under a written Agreement and Declaration
of Trust dated, executed and delivered in Boston, Massachusetts
on July 15, 1982, 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, April 27, 1993, July
20, 1993 and July 11, 1995 (as so amended, the "Trust
Agreement").
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 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 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 Index Units",
"Short-Intermediate Bond Units", "Bond Units", "U.S. Government
Securities Units", "Short Duration Units", "Equity Index Units",
"Small Company Index Units", "Diversified Growth Units", "Focused
Growth Units", "Balanced Units", "International Growth Units" and
"International Bond Units".
We understand that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended (the "1940 Act") the
Trust has registered an indefinite number of units of beneficial
interest under the Securities Act of 1933, as amended (the "1933
Act").
<PAGE>
We understand that you are about to file with the Securities
and Exchange Commission a Notice pursuant to Rule 24f-2 (the
"Rule 24f-2 Notice") making definite the registration of
64,086,689,124 units of beneficial interest of the Trust (the
"Units") sold in reliance upon said Rule 24f-2 during the fiscal
year ended November 30, 1996.
We have examined the Declaration of Trust, a certificate of
an officer of the Trust to the effect that the Trust or its agent
received the consideration for each of the Units in accordance
with the terms of the Trust Agreement, and such other documents
as we have deemed necessary or appropriate for the purposes of
this opinion, including, but not limited to, originals, or copies
certified or otherwise identified to our satisfaction, of such
documents, Trust records and other instruments. 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 of
photostatic copies.
For 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 any jurisdiction other than 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 non-assessability 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 Trust
Agreement disclaims unitholder liability for acts or obligations
of the Trust and requires that notice of such disclaimer be given
in each note, bond, contract, certificate or undertaking made or
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 issuance of the Units has been duly taken, and
that the Units were legally and validly issued, and are fully
paid and non-assessable by the Trust, subject to compliance with
the 1933 Act, the 1940 Act and the applicable state laws
regulating the sale of securities.
<PAGE>
We consent to your filing this opinion with the Securities
and Exchange Commission together with the Rule 24f-2 Notice
referred to above. Except as provided in this paragraph, this
opinion may not be relied upon by, or filed with, any other party
or used for any other purpose.
Very truly yours,
/s/ Hale and Dorr LLP
Hale and Dorr LLP
