<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Definitive Proxy Statement
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
The Benchmark Funds
4900 Sears Tower
Chicago, Illinois 60606
- --------------------------------------------------------------------------------
(Name of Registrant as specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Per Unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 011:* N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid: N/A
(2) Form, schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
i
<PAGE>
THE BENCHMARK FUNDS
July __, 1997
Dear Unitholder:
You are cordially invited to attend a Special Meeting of Unitholders of The
Benchmark Funds (the "Trust"), to be held on [Tuesday, September 2, 1997] at
[9:30 a.m.], Chicago time, at the offices of [Goldman, Sachs & Co., 4900 Sears
Tower, Chicago, Illinois 60606.]
At this important meeting, you will be asked to consider and take action on
the election of Trustees (Proposal 1) and the ratification of the selection of
independent public auditors, Ernst & Young LLP (Proposal 2). In addition, as
described more fully below, you will be asked to approve a change in the
organization of the Trust and certain amendments relating to the investment
policies of the Trust's investment portfolios (the "Investment Portfolios")
(Proposals 3, 4 and 5). In addition, Unitholders of the International Growth
Portfolio will be asked to approve a new investment advisory agreement with The
Northern Trust Company and RCB Trust Company, a subsidiary of Northern Trust
Global Advisors, Inc. (Proposal 6). We believe that these Proposals are
important and will allow us to improve the Portfolios' operations.
In particular, Proposal 3 recommends the tax-free conversion of the
Portfolios into series of a newly-formed Delaware business trust. As discussed
in the accompanying Proxy Statement, this conversion will not result in any
change to the assets, fees or investment policies of the Portfolios; however,
the Trustees believe that organizing the Portfolios as series of a Delaware
business trust offers certain advantages. These advantages include a clear
limitation on Unitholder liability and potential cost savings. The dollar value
and number of Units of your investment in a Portfolio will not be affected by
the conversion.
Proposal 4 recommends that you approve a new fundamental investment policy
(and a corresponding amendment to the Trust's Declaration of Trust) that will
provide the Portfolios greater flexibility to invest in the securities of other
investment companies. The Trustees believe that this increased flexibility
offers the potential for greater efficiencies and will eliminate the need and
expense of further Unitholder action in the future.
Proposal 5 recommends an amendment to the fundamental investment
restriction on issuer diversification for each Portfolio (except the
International Bond Portfolio, which is non-diversified). The purpose of this
change is to make the restriction identical to the "diversification" definition
in the Investment Company Act of 1940.
Proposal 6 recommends that the Unitholders of the International Growth
Portfolio approve a new investment advisory agreement with The Northern Trust
Company and RCB Trust Company which will allow that Portfolio to implement a
"manager of managers" structure and enter into sub-advisory agreements in the
future without further Unitholder approval. Under this Proposal all fees
payable to the sub-advisers would be paid by the Portfolio's advisers, and the
current investment advisory fee rate payable by the Portfolio would not change.
You should carefully read the Proxy Statement that discusses each Proposal
in detail. The formal Notice of Special Meeting of Unitholders and the Proxy
Statement setting forth in detail the matters to come before the meeting are
attached hereto, and a form of Proxy is enclosed for your use.
The Trustees have unanimously recommended that Unitholders approve each
Proposal to be acted upon at the Meeting.
ii
<PAGE>
The continuing interest of Unitholders in the affairs of the Portfolios is
gratefully acknowledged. Whether or not you expect to attend the meeting, it is
important that your Units be represented. Therefore, I urge you to vote FOR the
nominees for election as Trustees and each of the other proposals contained in
the Proxy Statement.
Sincerely,
[name]
President
iii
<PAGE>
THE BENCHMARK FUNDS
U.S. Government Securities Portfolio
Short-Intermediate Bond Portfolio
U.S. Treasury Index Portfolio
Bond Portfolio
International Bond Portfolio
Balanced Portfolio
Equity Index Portfolio
Diversified Growth Portfolio
Focused Growth Portfolio
Small Company Index Portfolio
International Equity Index Portfolio
International Growth Portfolio
Government Select Portfolio
Government Portfolio
Diversified Assets Portfolio
Tax-Exempt Portfolio
NOTICE OF SPECIAL MEETING OF UNITHOLDERS
TO BE HELD [SEPTEMBER 2, 1997]
A Special Meeting of Unitholders (the "Meeting") of each investment
portfolio referred to above (the "Portfolios") of The Benchmark Funds (the
"Trust") will be held on [September 2, 1997,] at [9:30 a.m.] (Chicago time) at
the offices of [Goldman, Sachs & Co., 4900 Sears Tower, Chicago, Illinois
60606,] for the following purposes:
(1) With respect to the Trust, to elect eight Trustees;
(2) With respect to the Trust, to ratify or reject the selection of Ernst
& Young LLP as independent auditors of the Trust for the fiscal year
ending November 30, 1997;
(3) With respect to each Portfolio, to approve an Agreement and Plan of
Reorganization pursuant to which each Portfolio will be reorganized as
a series of The Benchmark Funds, a Delaware business trust;
(4) With respect to each Portfolio, (a) to approve a new fundamental
investment policy regarding investments in other investment company
securities, and (b) to approve a related amendment to the Trust's
Declaration of Trust;
(5) With respect to each Portfolio (except the International Bond
Portfolio), to amend the Portfolio's fundamental investment
restriction concerning issuer diversification;
(6) With respect to the International Growth Portfolio only, to approve a
new investment advisory agreement with The Northern Trust Company and
RCB Trust Company, a subsidiary of Northern Trust Global Advisors,
Inc., which will allow the Portfolio to implement a "manager of
managers" structure and enter into sub-advisory agreements in the
future without further Unitholder approval; and
(7) To transact such other business as may properly come before the
Meeting and any adjournment or adjournments thereof.
YOUR TRUSTEES UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOR OF THE PROPOSALS
RELATING TO THE TRUST AND YOUR PORTFOLIO(S).
iv
<PAGE>
Unitholders of record of each Portfolio at the close of business on July
[8], 1997 will be entitled to vote at the Meeting or at any adjournment or
adjournments thereof. The proxy statement and proxy card are being mailed to
Unitholders on or about July [14], 1997.
It is important that you return your signed and dated Proxy Card promptly,
regardless of the size of your holdings, so that a quorum may be assured.
By Order of the Board of Trustees of
The Benchmark Funds,
Michael J. Richman, Secretary
July [14], 1997
Please complete, date and sign the Proxy Card for the Units held by
you and return the Proxy Card in the envelope provided so that your vote can be
recorded. No postage is required if the envelope is mailed in the United
States. Your prompt return of your proxy or proxies may save the Trust the
necessity and expense of further solicitations. If you attend the Meeting, you
may vote your Units in person.
V
<PAGE>
THE BENCHMARK FUNDS
U.S. Government Securities Portfolio
Short-Intermediate Bond Portfolio
U.S. Treasury Index Portfolio
Bond Portfolio
International Bond Portfolio
Balanced Portfolio
Equity Index Portfolio
Diversified Growth Portfolio
Focused Growth Portfolio
Small Company Index Portfolio
International Equity Index Portfolio
International Growth Portfolio
Government Select Portfolio
Government Portfolio
Diversified Assets Portfolio
Tax-Exempt Portfolio
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation
of proxies by and on behalf of the Board of Trustees (collectively, the
"Trustees") of The Benchmark Funds (the "Trust") to be used at a Special Meeting
of Unitholders of the investment portfolios of the Trust listed above (the
"Portfolios") to be held at the offices of [Goldman, Sachs & Co, 4900 Sears
Tower, Chicago, Illinois 60606,] on [Tuesday, September 2, 1997,] at [9:30 a.m.]
(Chicago time) for the purposes set forth in the accompanying Notice of Meeting.
Such meeting and any adjournment thereof is referred to as the "Meeting."
The Trustees have fixed the close of business on July [8], 1997 as the
record date (the "Record Date") for determining the Unitholders of each
Portfolio entitled to notice of and to vote at the Meeting. Unitholders of
record of each Portfolio on the Record Date are entitled to one vote per Unit at
the Meeting or any adjournment of the Meeting relating to their Portfolio.
Appendix A hereto sets forth the number of Units of beneficial
interest of each class of each Portfolio outstanding as of July [8], 1997.
Appendix B hereto sets forth the persons who owned beneficially or of record
more than 5% of the Units of any Portfolio as of July [8], 1997.
Proxies will be solicited by mail and may also be solicited in person
or by telephone, fax or personal interview by officers of The Northern Trust
Company ("Northern Trust"), Goldman, Sachs & Co. ("Goldman Sachs") and by the
Trustees. In addition, employees of Northern, its affiliates, correspondent
banks, brokers and similar record holders may solicit proxies by these means,
and may forward proxy materials and printed direction forms to the customers on
whose behalf they hold record ownership of Units of the Portfolios. Northern
Trust may engage an independent proxy solicitation firm to assist it in
soliciting proxies.
This Proxy Statement and the form of Proxy are being first mailed to
Unitholders on or about July [14], 1997.
The following table summarizes the Proposals to be voted on at the
Meeting and indicates those Unitholders who are being solicited with respect to
each Proposal. In connection with each of the matters set forth in the
<PAGE>
attached Notice of Meeting, all Units of a Portfolio (regardless of class) will
vote together, and each Portfolio will either vote together with the other
Portfolios or separately as indicated.
SUMMARY OF VOTING ON PROPOSALS
<TABLE>
<CAPTION>
Proposal Unitholders Solicited
-------- ---------------------
<S> <C>
1. Election of eight Trustees. The Trust with all Portfolios voting as
a single class.
2. Ratification of the selection of The Trust with all Portfolios voting as
Ernst & Young LLP as independent a single class.
auditors for the fiscal year ending
November 30, 1997.
3. Approval of an Agreement and Plan Each Portfolio voting separately.
of Reorganization pursuant to which
each Portfolio will be reorganized
as a series of The Benchmark Funds,
a Delaware business trust.
4. (a) Approval of a new (a) Each Portfolio voting separately
fundamental investment policy as to the investment policy; and (b)
regarding investments in other all Portfolios voting as a single
investment company securities; and class, as to the amendment to the
(b) approval of a related amendment Declaration of Trust.
to the Trust's Declaration of Trust.
5. Approval of amended fundamental Each Portfolio (except the
investment restriction concerning International Bond Portfolio) voting
issuer diversification. separately.
6. Approval of a new investment The International Growth Portfolio
advisory agreement with Northern only voting as a single class.
Trust and RCB Trust Company ("RCB
Trust"), which will allow the
International Growth Portfolio to
implement a "manager of managers"
structure and enter into
sub-advisory agreements in the
future without further Unitholder
approval.
</TABLE>
The Trust will furnish, without charge, copies of the Portfolios' November
30, 1996 Annual Unitholders Report and May 31, 1997 Semi-Annual Report (when
available) to any Unitholder upon request addressed to Goldman, Sachs & Co.,
4900 Sears Tower, Chicago, Illinois 60606 or by telephone at 800-621-2550.
2
<PAGE>
PROPOSAL 1
----------
ELECTION OF TRUSTEES
(All Portfolios)
At the Meeting, Unitholders will be asked to consider the election of eight
Trustees, which constitutes the entire Board of Trustees of the Trust. Each
elected Trustee will hold office for an indefinite term until the earliest of
(1) the next meeting of Unitholders, if any, called for the purpose of
considering the election or re-election of such Trustee and until the election
and qualification of his or her successor, if any, elected at such meeting; (2)
the date a Trustee resigns or retires, or a Trustee is removed by the Board of
Trustees or Unitholders, in accordance with the Trust's Agreement and
Declaration of Trust; or (3) in accordance with the current resolutions of the
Board of Trustees (which may be changed without Unitholder vote), on the last
day of the fiscal year of the Trust in which he or she attains the age of 72
years (or, in the case of Mr. Gavin, until November 30, 1997). Normally, there
will be no meetings of Unitholders for the purpose of electing Trustees except
as required by the Investment Company Act of 1940 (the "1940 Act"). See
"Additional Information -- Unitholder Proposals." The Trustees may, as
permitted by the 1940 Act, appoint additional Trustees without Unitholder
approval.
All Units represented by valid Proxies will be voted in the election of
Trustees for each Nominee named below, unless authority to vote for a particular
Nominee is withheld. Each Nominee has consented to being named in this Proxy
Statement and to serve if elected. If a Nominee withdraws from the election or
is otherwise unable to serve, the named proxies will vote for the election of
such substitute Nominee as the Board of Trustees may recommend, unless the Board
decides to reduce the number of Trustees serving on the Board.
Messrs. Condon, English, Gavin, Kelsey, Springer and Strubel are incumbent
Trustees who are standing for re-election. In addition, the Trustees of the
Trust have nominated Mr. Cline and Ms. Guthman as additional Trustees to be
voted on by the Unitholders.
Information Concerning Nominees
The following table sets forth certain information about each Nominee, including
each Nominee's principal occupation or employment during the past five years.
All of the Nominees are "non-interested persons" of the Trust as defined in the
1940 Act (the "Non-Interested Trustees").
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Name, Age and Positions Principal Occupation or Employment During Last Five First Became
With Trust Years Trustee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
William H. Springer, 68 Vice Chairman of Ameritech (a telecommunications holding 1984
Chairman and Trustee company), from February 1987 to retirement in August 1992;
Vice Chairman, Chief Financial and Administrative Officer of
Ameritech prior to 1987; Director, Walgreen Co. (a retail
drug store business); Director of Baker, Fentress & Co. (a
closed-end, non-diversified management investment company)
from April 1992 to present; Trustee, Goldman Sachs Trust
from 1991 to present.
- -------------------------------------------------------------------------------------------------------------
Richard Gordon Cline, 62 Chairman, Hawthorne Investors, Inc. (a management advisory To be elected
Proposed Trustee services and private investment company) since January 1996; in 1997
Chairman and CEO of NICOR Inc. (a diversified public
utility holding company) 1992 to 1995, and President, 1992-
1993; Director: Whitman Corporation (a ____ company),
Kmart Corporation (a ____ company); Rverson Tull, Inc.,
and University of Illinois Foundation.
- -------------------------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Name, Age and Positions Principal Occupation or Employment During Last Five First Became
With Trust Years Trustee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Edward J. Condon, Jr., 57 Chairman of The Pardigm Group, Ltd. (a financial advisor) 1994
Trustee since July 1993; Vice President and Treasurer of Sears,
Roebuck and Co. (a retail corporation) from February 1989
to July 1993; within the last five years he has served as a
Director of: Sears Roebuck Acceptance Corp.; Discover
Credit Corp.; Sears Receivables Financing Group, Inc.; Sears
Credit Corp.; and Sears Overseas Finance N.V.
- -------------------------------------------------------------------------------------------------------------
John W. English, 64 Private Investor; Vice President and Chief Investment 1994
Trustee Officer of The Ford Foundation (a charitable trust) from 1981
until 1993; Trustee: The China Fund, Inc.; Paribas Trust for
the Institutions; Retail Property Trust; Sierra Trust; American
Red Cross in Greater New York; Mote Marine Laboratory;
and United Board for Christian Higher Education in Asia.
Director: University of Iowa Foundation; Blanton-Peale
Institutes of Religion and Health; Community Foundation of
Sarasota County; Duke Management Company; and John
Ringling Centre Foundation.
- -------------------------------------------------------------------------------------------------------------
James J. Gavin, Jr., 75 Vice Chairman from January 1985 to August 1987 and Senior 1982
Trustee Vice President-Finance and Chief Financial Officer from
1975 to January 1985 of Borg-Warner Corporation (a
diversified manufacturing company also engaged in providing
financial and protective services); Director of Service
Corporation International (a funeral service/cemetery
company), Stepan Corporation (a producer of basic and
intermediate chemicals), Borg-Warner Industrial Products,
Inc. (a supplier of advanced technology fluid transfer and
control equipment, systems and services).
- -------------------------------------------------------------------------------------------------------------
Sandra Polk Guthman, 53 President and CEO of Polk Bros. Foundation (a __ company), To be elected
Proposed Trustee 1993 to present; Director of Business Transformation in 1997
(Chicago), IBM Corporation (a __ company), 1992-1993, and
Director of Marketing, Midwestern Area (Chicago), 1988-
1992; Director: MBIA Insurance Corporation of Illinois (a __
company) since 1994 and Avondale Financial Corporation (a
__ company) since 1995.
- -------------------------------------------------------------------------------------------------------------
Frederick T. Kelsey, 70 Consultant to Goldman Sachs from December 1985 through 1982
Trustee February 1988; Director of Goldman Sachs Funds Group and
Vice President of Goldman Sachs from May 1981 until his
retirement in November 1985; President and Treasurer of the
Trust through August 1985; Trustee, various management
investment companies affiliated with Kemper Financial
Companies.
- -------------------------------------------------------------------------------------------------------------
Richard P. Strubel, 57 President and Chief Executive Officer, Tandem Partners, Inc. 1982
Trustee (a diversified manufacturer of fastening systems and
connectors) since January 1984; Trustee, Goldman Sachs
Trust from 1987 to present.
- -------------------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE>
Information Concerning Meetings of Trustees and Committees
The number of Units of each Portfolio beneficially owned by each of the
Nominees, directly or indirectly, as of July [8], 1997, is set forth in Appendix
C hereto.
Five meetings of the Trustees were held during the fiscal year ended
November 30, 1996. No Trustee attended fewer than seventy-five percent of all
meetings of the Board of Trustees and of any committee of which he was a member
held while he was a Trustee during such year.
The Trust has an Audit Committee comprised of Messrs. Strubel, Gavin and
Kelsey. The Audit Committee of the Trust held two meetings during the fiscal
year ended November 30, 1996. The functions performed by the Audit Committee
are to (i) meet with the Trust's independent auditors to review and approve the
scope and results of their professional services; (ii) review the procedures for
evaluating the adequacy of the Trust's accounting controls; (iii) consider the
range of audit fees; (iv) make recommendations to the Board of Trustees
regarding the engagement of the Trust's independent auditors; and (v) consider
such other matters pertaining to the Trust's books of account and financial
records as the Committee may determine.
The Board does not have a standing nominating committee. However, the Non-
Interested Trustees of the Trust are responsible for the selection and
nomination of candidates to serve as Non-Interested Trustees. The Board of
Trustees, including the Non-Interested Trustees, are prepared to review
nominations from Unitholders to fill any future vacancies of the Board in
written communications delivered to the Trust at its address on page 26.
Remuneration of Trustees
The Chairman of the Board earns a quarterly retainer of $9,375 and each
other Trustee earns a quarterly retainer of $6,250. Each Trustee, including the
Chairman of the Board, earns an additional fee of $1,500 for each meeting
attended, plus reimbursement of expenses incurred as a Trustee. In addition,
each member of the Audit Committee earns a fee of $1,500 for each meeting
attended and the Audit Committee Chairman earns a quarterly retainer of $1,250.
The following table sets forth certain information about the compensation
of each Trustee for the fiscal year ended November 30, 1996.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
Pension or
Retirement
Aggregate Benefits Accrued as Aggregate
Compensation From Part of Portfolio Compensation From
Name of Trustee* the Portfolios Expenses the Fund Complex***
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
William H. Springer $45,000 $0 $45,000
- ----------------------------------------------------------------------------------------
Edward J. Condon, Jr. $32,500 $0 $32,500
- ----------------------------------------------------------------------------------------
John W. English $31,000 $0 $31,000
- ----------------------------------------------------------------------------------------
James J. Gavin $35,500 $0 $35,500
- ----------------------------------------------------------------------------------------
Frederick T. Kelsey $35,500 $5,325** $40,825
- ----------------------------------------------------------------------------------------
Richard P. Strubel $40,500 $0 $40,500
- ----------------------------------------------------------------------------------------
</TABLE>
* This Table does not include $2,083 paid during the fiscal year ended
November 30, 1996 to a retired Trustee.
** Interest from deferred compensation. The Trust's deferred compensation plan
was terminated as of April 30, 1997.
*** The Fund Complex includes only the Trust.
5
<PAGE>
Officers
The following table sets forth information with respect to the officers of
the Trust. Each officer is elected by the Trustees. Each of the President,
Treasurer and Secretary serves until the next annual meeting of the Trustees and
until his or her successor is chosen and qualified or until his or her death,
resignation, removal or disqualification. Each of the other officers holds
office at the pleasure of the Trustees.
<TABLE>
<CAPTION>
Name, Position and Age Principal Occupation(s) During Past Five Years First Became Officer
- ---------------------- ---------------------------------------------- --------------------
[NAME]
President
<S> <C> <C>
Nancy L. Mucker (47) Vice President, Goldman Sachs (since April 1985); 1990
Vice President Manager, Shareholder Servicing of GSAM (since
November 1989).
John W. Mosior (58) Vice President, Goldman Sachs; Manager, 1990
Vice President Shareholder Servicing of GSAM (since November 1989).
Pauline Taylor (50) Vice President, Goldman Sachs; Director, 1992
Vice President Shareholder Services of GSAM Funds Group (since
June 1992).
Scott M. Gilman (37) Director, Mutual Fund Administration of GSAM 1990
Treasurer (since April 1994); Assistant Treasurer of Goldman
Sachs Funds Management, Inc. (since March 1993);
Vice President, Goldman Sachs (since March 1990).
John M. Perlowski (32) Vice President, Goldman Sachs (since July 1995); 1997
Assistant Treasurer Director, Investors Bank and Trust Company
(November 1993 to July 1995); Audit Manager of
Arthur Andersen, LLP (prior thereto).
Michael J. Richman (36) Associate General Counsel of GSAM (since February 1992
Secretary 1994); Assistant General Counsel and Vice President
of Goldman Sachs; Counsel to the Funds Group of
GSAM (since June 1992); Partner of Hale and Dorr
(September 1991 to June 1992).
Howard B. Surloff (32) Assistant General Counsel and Vice President of 1993
Assistant Secretary Goldman Sachs (since November 1993 and May 1994,
respectively); Counsel to the Funds Group, GSAM
(since November 1993); Associate, Shereff,
Friedman, Hoffman & Goodman, LLP prior thereto.
Valerie Zondorak (31) Counsel and Vice President of Goldman Sachs (since 1997
Assistant Secretary March 1997); Counsel to the Funds Group, GSAM
(since March 1997); Associate, Shereff, Friedman,
Hoffman & Goodman, LLP prior thereto.
Steven Hartstein (33) Legal Products Analyst, Goldman Sachs (since June 1996
Assistant Secretary 1993); Funds Compliance Officer, Citibank Global
Asset Management (August 1991 to June 1993).
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Name, Position and Age Principal Occupation(s) During Past Five Years First Became Officer
- ---------------------- ---------------------------------------------- --------------------
<S> <C> <C>
Deborah Farrell (24) Legal Assistant, Goldman Sachs (since January 1994). 1996
Assistant Secretary Formerly at Cleary, Gottlieb, Steen and Hamilton.
</TABLE>
Each officer holds comparable positions with certain other investment
companies for which Goldman, Sachs & Co. ("Goldman Sachs") or an affiliate acts
as the investment adviser or distributor. As a result of the responsibilities
assumed by Goldman Sachs and the Trust's investment adviser, custodian and
transfer agent, the Trust itself requires no employees. The Trust's officers do
not receive any compensation from the Trust for serving as such.
THE TRUSTEES RECOMMEND THAT THE UNITHOLDERS VOTE "FOR"
EACH NOMINEE LISTED ABOVE.
Required Vote
Because your Portfolio is a series of the Trust, your vote will be counted
together with the votes of Unitholders of the other series of the Trust, voting
as a single class in the election of Trustees. Election of each Nominee of the
Trust requires a plurality of the Units of the entire Trust voted at the
Meeting. The eight Nominees who receive the highest number of votes cast at the
Meeting will be elected as Trustees. Cumulative voting is not permitted.
PROPOSAL 2
----------
RATIFICATION OR REJECTION OF SELECTION OF
INDEPENDENT AUDITORS
(All Portfolios)
As directed by the Trustees and required by the 1940 Act, the ratification
or rejection of the selection of the independent auditors for the Trust's fiscal
year ending November 30, 1997 is to be voted upon at the Meeting. It is intended
that the persons named in the accompanying Proxy will vote for Ernst & Young
LLP, unless contrary instructions are given. If the selection of the Trust's
independent auditors is not ratified by the Unitholders at the Meeting, the
Board will reconsider such selection.
The Trust's financial statements for the fiscal year ended November 30,
1996 were audited by Ernst & Young LLP. In connection with its audit, Ernst &
Young LLP reviewed the Trust's annual reports to Unitholders and its filings
with the Securities and Exchange Commission ("SEC"). In addition to audit
services, Ernst & Young LLP reviews the Trust's federal and state tax returns,
and provides consultation and assistance on accounting, internal control and
related matters.
At a meeting held on January 22, 1997, the Audit Committee met with
representatives of Ernst & Young LLP to review the services of the independent
auditors. The Audit Committee, in turn, reported on these matters at the
meeting of the Trustees held the same day. At the Board of Trustees' meeting
held on January 22, 1997, the Trustees unanimously selected Ernst & Young LLP as
the Trust's independent auditors for its fiscal year ending November 30, 1997.
A representative of Ernst & Young LLP is expected to be available at the Meeting
by telephone should any matter arise requiring consultation with the auditors,
and the auditors have been given the opportunity to make a statement if they so
desire.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT UNITHOLDERS VOTE
"FOR" THE RATIFICATION OF ERNST & YOUNG LLP AS THE
TRUST'S INDEPENDENT AUDITORS.
7
<PAGE>
Required Vote
Because your Portfolio is a series of the Trust, your vote will be counted
together with the votes of Unitholders of the other series of the Trust, voting
as a single class on the ratification of independent auditors. Ratification of
the independent auditors of the Trust requires the approval of a majority of the
Units of the Trust voted at the Meeting.
PROPOSAL 3
----------
APPROVAL OF AN AGREEMENT AND PLAN OF
REORGANIZATION PURSUANT TO WHICH EACH PORTFOLIO WILL BE REORGANIZED
INTO A SERIES OF A DELAWARE BUSINESS TRUST
(All Portfolios)
General
The Trustees have unanimously approved, subject to Unitholder
approval, a proposal for the Trust (which is referred to in this Proposal 3 as
the "Massachusetts Trust") on behalf of each Portfolio to enter into an
Agreement and Plan of Reorganization, Conversion and Termination (the "Plan of
Reorganization") with a newly established Delaware business trust also named
"The Benchmark Funds" (the "Delaware Trust"). The Plan of Reorganization is
attached to this Proxy Statement as Appendix D. The Plan of Reorganization
provides for the conversion (the "Conversion") of each Portfolio from a separate
series of the Massachusetts Trust into a corresponding separate series of the
Delaware Trust. Each series of the Massachusetts Trust is referred to in this
Proposal as a "current Portfolio." Consequently, if the Conversions are
approved by Unitholders of each Portfolio of the Massachusetts Trust, all
Portfolios currently in the Massachusetts Trust will become Portfolios of the
Delaware Trust.
The Trustees believe that a Delaware business trust as a form of
organization offers certain advantages for mutual funds over a Massachusetts
business trust. These advantages include granting the Trustees greater power to
take certain actions without Unitholder approval and greater flexibility in
methods of voting and organization. A Delaware business trust also offers the
advantages of a clearer limitation upon the liability of Unitholders and
Trustees. The Trustees also believe that the Declaration of Trust of the
Delaware Trust (the "Delaware Trust Instrument") is clearer and more modern than
the Massachusetts Trust's organizational documents. While these same
improvements (other than the limitations on liability afforded under Delaware
law) could be achieved by amending the Massachusetts Trust's Declaration of
Trust (the "Massachusetts Declaration of Trust"), the Trustees have concluded
that, given the other advantages of a Delaware business trust, it is preferable
to enter into the Plan of Reorganization than to amend the current
organizational documents. For a summary comparison of the Massachusetts
Declaration of Trust and the proposed Delaware Trust Instrument, see
"Description of Certain Provisions of the Delaware Trust Instrument" and
"Certain Comparative Information About Massachusetts Business Trusts and
Delaware Business Trusts" below.
The Conversions will entail organizing the Delaware Trust, which will
initially have 17 series, all corresponding to the current Portfolios (sixteen
of which are referred to in this proxy statement and one of which is a new
Portfolio, the Intermediate Bond Portfolio). Each series of the Delaware Trust
that corresponds to a current Portfolio is referred to in this Proposal as a
"successor Portfolio." To effect the Conversion, each current Portfolio will
transfer all of its assets and liabilities to the corresponding successor
Portfolio. As consideration for the transfer of such assets and liabilities
(together, "total assets"), each successor Portfolio will issue shares of
beneficial interest ("successor Portfolio Units") to the current Portfolio whose
total assets it has acquired and such current Portfolio will distribute such
successor Portfolio Units pro rata to the current Portfolio Unitholders in
exchange for their Units. Upon completion of the Conversion, each shareholder
of the Delaware Trust (each, a "Unitholder") will be the owner of full and
fractional successor Portfolio Units equal in number and aggregate net asset
value and of the same class as its Units of the corresponding current Portfolio
as of the date of the Conversion. Following the Conversion, each successor
Portfolio will carry on the business of the corresponding current Portfolio.
The successor Portfolio will have the same investment adviser (other than as
noted in Proposal 6 with respect to the International Growth Portfolio), other
service providers, fee and expense structure and investment objectives, policies
and restrictions as the corresponding current Portfolio. Any change in the
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composition of the Board of Trustees and investment restrictions approved at the
Meeting with respect to a current Portfolio, or any change in the investment
advisory agreement for the International Growth Portfolio, will also apply to
the corresponding successor Portfolio. There may be deemed a momentary
technical inconsistency with certain of the policies and restrictions of a
Portfolio (such as restrictions on investments in any one issuer and investments
in other investment companies) during the Conversion. Approval of the Plan of
Reorganization will also constitute approval to terminate the current Portfolios
and the Massachusetts Trust.
The Conversions will be accomplished on a tax-free basis, and the
dollar value and number of Units of each investor's investment will not change.
Reasons for the Proposed Conversion
The Massachusetts Trust is organized as a Massachusetts business
trust. As discussed above, the Trustees unanimously recommend Conversion of
each Portfolio into a corresponding separate series of the Delaware Trust. The
Trustees believe that organizing the Portfolios as series of the Delaware Trust
offers certain advantages over maintaining them as series of the Massachusetts
Trust.
One advantage of a Delaware business trust is a clearer limitation of
liability of Unitholders and Trustees for the obligations of the trust. The
Delaware Business Trust Act (the "Delaware Act") expressly limits the liability
of Delaware business trust Unitholders for the debts or obligations of the
business trust to the same extent as for stockholders of for-profit Delaware
corporations. Similarly, the Delaware Act provides that a series of a Delaware
business trust will not be liable for the debts or obligations of any other
series of the business trust. Under Massachusetts law, there are no comparable
statutory provisions. Although the possibility of incurring these types of
liability may be remote under Massachusetts law, the above provisions of the
Delaware Act provide greater certainty and protection against Unitholder
liability and the liability of one business trust series for the debts or
obligations of another series. However, it is possible that, under certain
circumstances, courts in some states may not enforce limited liability for
Delaware business trust Unitholders. Similarly, Delaware law clearly protects
a Trustee from liability for the obligations of the business trust, which may
help the Delaware Trust attract and retain qualified Trustees in the future.
Second, the Trustees believe that the Delaware business trust form of
organization will enable the successor Portfolios to adopt new methods of
operation and employ new technologies that are expected to reduce costs of
operation when, and if, implemented. For example, Delaware law authorizes
electronic or telephonic communications between Unitholders and a Delaware
business trust. The Trustees may take advantage of this provision in the future
to improve Unitholder voting procedures and reduce associated costs.
Third, the Conversions offer the potential for future cost savings,
although no immediate cost savings are expected to result from the Conversions.
These cost savings may result from the differences between the Massachusetts
Trust and the Delaware Trust. For example, since the Trustees of a Delaware
business trust can take more actions without Unitholder approval than is
currently permitted under the Massachusetts Declaration of Trust, the Delaware
Trust may be required to hold fewer Unitholder meetings, potentially further
reducing costs. Although neither a Delaware business trust nor a Massachusetts
business trust is required to hold annual Unitholder meetings, Delaware law
affords to the Trustees greater latitude to adapt the Delaware Trust to future
contingencies without the necessity of holding a special Unitholder meeting.
Under the Delaware Trust Instrument, the Trustees have the power to amend the
Delaware Trust Instrument; to dissolve the business trust; to incorporate the
Delaware Trust; to merge or consolidate with another entity; to sell, lease,
exchange, transfer, pledge or otherwise dispose of all or any part of the
Delaware Trust's assets; to cause any series to become a separate trust; and to
change the Delaware Trust's domicile -- all without Unitholder vote.
Any exercise of authority by the Trustees will be subject to
applicable state and federal law. The flexibility of a Delaware business trust
as a form of organization should help to assure that the Delaware Trust always
operates under the most advantageous structure and is able to take advantage of
opportunities to reduce the expense and frequency of future Unitholder meetings.
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Finally, Delaware law explicitly provides that separate boards of
trustees may be authorized for each series of a Delaware business trust.
Whether separate boards of trustees can be authorized for series of a
Massachusetts business trust is unclear under Massachusetts law. The
establishment of any board of trustees of a registered investment company must
comply with applicable securities laws, including the provision of the 1940 Act
regarding the election of trustees by Unitholders.
Board of Trustees' Evaluation and Recommendation
The Trustees discussed the proposed Conversions preliminarily at a
meeting held on April 22, 1997. The Trustees discussed the proposed Conversions
in more detail at their July 8, 1997 quarterly Board meeting. At the meeting
held on July 8, 1997, after considering the matters discussed above, the
Trustees unanimously approved the adoption of the Plan of Reorganization and
determined that the Conversions: (i) are in the best interest of the Portfolios
and (ii) will not result in dilution of the interests of the Unitholders of any
Portfolio. In addition, the Trustees unanimously voted to recommend to the
Unitholders of each Portfolio that they approve the Plan of Reorganization and
the transactions contemplated thereunder. In taking such action and making such
recommendation, the Trustees took into consideration the fact that the
Conversions may provide operational efficiencies and additional managerial
flexibility to the Trustees. The Trustees believe that the Conversions will be
beneficial to present Unitholders of the Portfolios as well as to potential
investors.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT UNITHOLDERS
OF EACH PORTFOLIO APPROVE THE PLAN OF REORGANIZATION PROVIDING
FOR THE CONVERSION OF EACH PORTFOLIO FROM A SERIES OF THE MASSACHUSETTS
BUSINESS TRUST TO A SERIES OF THE DELAWARE BUSINESS TRUST.
Vote Required to Approve Plan of Reorganization
Approval of the Plan of Reorganization as to each Portfolio requires
the affirmative vote of a majority of the Units of that Portfolio outstanding
and entitled to vote. For this purpose, a majority of the outstanding Units of
a Portfolio means the vote of the lesser of (a) 67% or more of the Units of the
Portfolio present at the Meeting, if the holders of more than 50% of the Units
of the Portfolio are present or represented by proxy, or (b) more than 50% of
the outstanding Units of the Portfolio (a "1940 Act Majority"). Units of all
classes of a Portfolio will be voted together as one class. The Plan of
Reorganization provides that in the event the Plan is approved with respect to
some but not all of the Portfolios, the Board of Trustees of the Trust may, in
the exercise of its sole discretion, determine to either abandon the Plan of
Reorganization with respect to all of the Portfolios or direct that the
transactions thereunder be consummated to the extent it deems advisable and to
the degree the transactions may be lawfully effected.
A vote FOR the Conversion will authorize each current Portfolio, as
the sole Unitholder of its corresponding successor Portfolio (i) to elect as
Trustees of the Delaware Trust (if Proposal 1 is approved), Messrs. Springer,
Cline, Condon, English, Gavin, Kelsey, Strubel and Ms. Guthman (see Proposal 1);
(ii) to ratify the selection of Ernst & Young LLP as the Delaware Trust's
independent auditors (see Proposal 2); (iii) to approve an investment advisory
agreement for each successor Portfolio; (iv) to approve fundamental investment
restrictions for the successor Portfolios, which if Proposals 4 and 5 are
approved, will be the same as the current investment restrictions in effect for
the Portfolios, as amended by such Proposals; and (v) with respect to the
International Growth Portfolio only, to approve a new investment advisory
agreement with Northern Trust and RCB Trust which will allow that Portfolio to
implement a "manager of managers" structure (see Proposal 6). If the Conversions
are approved but Proposals 4 and/or 5 are not approved by a Portfolio's
Unitholders, the Portfolio as sole Unitholder of the successor Portfolio, will
vote to approve the existing fundamental restrictions, as the case may be. In
addition, with respect to the International Growth Portfolio, if the Conversion
is approved but Proposal 6 is not approved, the Portfolio as sole Unitholder of
the successor International Growth Portfolio will vote to approve the existing
investment advisory agreement.
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Summary of the Plan of Reorganization
The following discussion summarizes certain terms of the Plan of
Reorganization. This summary of the Plan of Reorganization is qualified in its
entirety by the provisions of the Plan of Reorganization, which is attached to
this Proxy Statement as Appendix D.
On the closing date of its Conversion (the "Closing Date"), each
current Portfolio will transfer all of its assets to its corresponding successor
Portfolio in exchange for the assumption by the successor Portfolio of all the
liabilities of that current Portfolio and the issuance to that current Portfolio
of Units of beneficial interest of that successor Portfolio ("successor
Portfolio Units") equal to the value (as determined by using the procedures in
the current prospectuses) on the date of the exchange of that current
Portfolio's net assets. Immediately thereafter, each current Portfolio will
liquidate and distribute successor Portfolio Units to each current Portfolio
Unitholder's account pro rata in proportion to such current Portfolio
Unitholder's beneficial interest in the current Portfolio ("current Portfolio
Units") in exchange for such current Portfolio Units. In these exchanges, a
successor Portfolio will issue the appropriate number of successor Portfolio
Units of each class of Units that currently is outstanding, so that the current
Portfolio will distribute, and holders of a particular class of current
Portfolio Units will receive, the same number of successor Portfolio Units of
the same class. As soon as practicable after this distribution of successor
Portfolio Units, each current Portfolio will be wound up and terminated.
Certificates evidencing full or fractional successor Portfolio Units will not be
issued. Upon completion of the Conversion, each current Portfolio Unitholder
will be the owner of full and fractional successor Portfolio Units equivalent in
number, class and aggregate net asset value to the Unitholder's current
Portfolio Units immediately before the Conversion.
Assuming the Plan of Reorganization is approved, it is currently
contemplated that the Conversions will become effective during the first quarter
of 1998 or as soon thereafter as possible.
If, at any time before the Closing Date of the Conversions, the
Trustees determine that it would not be in the best interest of the
Massachusetts Trust or the Unitholders to proceed with the Conversions, the
Conversions will not go forward, notwithstanding the approval of the Conversions
by the Unitholders at the Meeting. The Massachusetts Trust and the Delaware
Trust may at any time waive compliance with any of the conditions contained in,
or may amend, the Plan of Reorganization; provided that such waiver or amendment
does not materially adversely affect the interests of current Portfolio
Unitholders.
Expenses of the Conversions
Each Portfolio will bear its own expenses associated with the
transactions contemplated by the Plan of Reorganization, including expenses
associated with solicitation of proxies. In the event that the Conversions are
completed, such expenses will be assumed by each successor Portfolio. It is
currently estimated that the aggregate expenses of the Conversions will be
approximately _____________, which will be allocated among the Portfolios.
Tax Consequences of the Conversions
It is a condition to the consummation of the Conversions that the
Massachusetts Trust and the Delaware Trust receive on or before the Closing Date
an opinion from Drinker Biddle & Reath LLP, counsel to the Massachusetts Trust
and the Delaware Trust, substantially to the effect that, among other things,
for federal income tax purposes, each Conversion will constitute a
reorganization under Section 368(a)(1)(F) of the Internal Revenue Code of 1986,
as amended, and that no gain or loss will be recognized for federal income tax
purposes by each current Portfolio, each successor Portfolio, and the
Unitholders of each current Portfolio upon (1) the transfer of a current
Portfolio's assets to the corresponding successor Portfolio in exchange solely
for such successor Portfolio's Units and the assumption by such successor
Portfolio of that current Portfolio's liabilities or (2) the distribution in
liquidation by the current Portfolio of such successor Portfolio Units to the
current Portfolio Unitholders in exchange for their current Portfolio Units. The
opinion will further provide, among other things, that in counsel's view (i) the
tax basis of the successor Portfolio Units to be received by each current
Portfolio Unitholder will be the same as that of his or her current Portfolio
Units surrendered in exchange therefor and (ii) each current Portfolio
Unitholder's tax holding period for his or her successor Portfolio Units will
include such Unitholder's tax holding
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period for the current Portfolio Units surrendered in exchange therefor,
provided that such current Portfolio Units were held as capital assets on the
date of the exchange.
Continuation of Unitholder Accounts and Plans
The Delaware Trust's transfer agent will establish accounts for all
current Portfolio Unitholders containing the appropriate number and class of
successor Portfolio Units to be received by that Unitholder under the Plan of
Reorganization. Such accounts will be identical in all material respects to the
accounts currently maintained by the Portfolios for each Unitholder. No action
by a Unitholder will be necessary in order to continue any automatic investment
plans currently maintained by a current Portfolio Unitholder.
Investment Adviser, Transfer Agent and Custodian
The Northern Trust Company, 50 S. LaSalle Street, Chicago, Illinois
60675, currently serves as investment adviser, transfer agent and custodian for
all Portfolios of the Massachusetts Trust and will serve in the same capacity
for all Portfolios of the Delaware Trust (except the International Growth
Portfolio, for which Northern Trust and RCB Trust will serve as co-
advisers provided that Proposal 6 is approved by that Portfolio's Unitholders
and implemented). The Delaware Trust will adopt investment advisory, transfer
agency and custody agreements with respect to each successor Portfolio that will
be identical, in all material respects, to the agreements in effect for the
Portfolios immediately before the Conversions.
Independent Public Auditors
Ernst & Young LLP, Sears Tower, 233 S. Wacker Drive, Chicago, Illinois
60606-6301, are presently the independent public auditors for the Massachusetts
Trust, and will continue to be the independent public auditors for the
Portfolios, subject to required ratification (see also Proposal 2).
Distribution and Administration Agreements
The Delaware Trust will adopt distribution and administration
agreements with respect to the Units of each successor Portfolio. The terms of
the distribution and administration agreements will be identical, in all
material respects, to the Portfolios' existing agreements with Goldman, Sachs &
Co.
Unitholder Servicing Plan
The Delaware Trust will adopt a Unitholder servicing plan with respect
to Class B, C and D Units, if any, of each successor Portfolio. The terms of
the plan, including the fees payable thereunder, will be identical, in all
material respects to the Portfolios' existing plan. Pursuant to the new plan,
the Delaware Trust on behalf of each successor Portfolio will assume the
corresponding current Portfolio's obligations under agreements with banks,
corporations, brokers, dealers and other financial institutions that act as
"Servicing Agents."
Description of Certain Provisions of the Delaware Trust Instrument
The following is a summary of certain provisions of the Delaware
Trust Instrument.
Series and Classes. As discussed above, the Delaware Trust Instrument
permits the Delaware Trust to issue series of its Units which represent
interests in separate portfolios of investments, including the successor
Portfolios. The Delaware Trust is also authorized to issue multiple classes of
all series. The Massachusetts Declaration of Trust permits the issuance of
separate series and, except for the Diversified Assets, Government, Government
Select and Tax-Exempt Portfolios, classes of Units representing interests in the
same Portfolio. No series is entitled to share in the assets of any other
series or is liable for the expenses or liabilities of any other series. The
successor Portfolios would initially have the same classes of Units as the
current Portfolios, and these classes would have the same attributes as the
classes of the current Portfolios. The Trustees of the Delaware Trust are able
to authorize the issuance of additional series or classes of Units without prior
Unitholder approval.
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Limitations on Derivative Actions. In addition to the requirements of
Delaware law, the Delaware Trust Instrument provides that a Unitholder of the
Delaware Trust may bring a derivative action on behalf of the Delaware Trust
only if the following conditions are met: (a) Unitholders eligible to bring
such derivative action under Delaware law who hold at least 10% of the
outstanding Units of the Delaware Trust, or 10% of the outstanding Units of the
series or class to which such action relates, must join in the request for the
Trustees to commence such action; and (b) the Trustees must be afforded a
reasonable amount of time to consider such Unitholder request and to investigate
the basis of such claim. The Delaware Trust Instruments also provides that no
person, other than the Trustees, who is not a Unitholder of a particular series
or class shall be entitled to bring any derivative action, suit or other
proceeding on behalf of or with respect to such series or class. The Trustees
will be entitled to retain counsel or other advisers in considering the merits
of the request and may require an undertaking by the Unitholders making such
request to reimburse the Delaware Trust for the expense of any such advisers in
the event that the Trustees determine not to bring such action. No similar
provisions are applicable to the Massachusetts Trust.
Unitholder Meetings and Voting Rights. The Delaware Trust is not
required to hold annual meetings of Unitholders and does not intend to hold such
meetings. In the event that a meeting of Unitholders is held, each Unit of the
Delaware Trust will be entitled, as determined by the Trustees without the vote
or consent of Unitholders, either to one vote for each Unit or to one vote for
each dollar of net asset value represented by such Units on all matters
presented to Unitholders, including the election of Trustees (this method of
voting being referred to as "dollar-based voting"). However, to the extent
required by the 1940 Act or otherwise determined by the Trustees, series and
classes of the Delaware Trust will vote separately from each other. Unitholders
of the Delaware Trust do not have cumulative voting rights in the election of
Trustees. Meetings of Unitholders of the Delaware Trust, or any series or class
thereof, may be called by the Trustees, certain officers or upon the written
request of holders of 10% or more of the Units entitled to vote at such meeting.
The Unitholders of the Delaware Trust will have voting rights only with respect
to the limited number of matters specified in the Delaware Trust Instrument and
such other matters as the Trustees may determine or may be required by law.
The voting provisions of the Delaware Trust Instrument differ from
those of the Massachusetts Declaration of Trust in several important respects.
The Massachusetts Trust is not authorized to use dollar-based voting. Instead,
each Unitholder has one vote for each Unit held, regardless of its net asset
value per Unit. This can have the effect of providing series with a lower net
asset value per Unit, such as money market funds, with a voting interest that is
disproportionate to their economic interest. Also, a greater number of matters
require approval by Unitholders of the Trust. The Massachusetts Declaration of
Trust, in addition to the matters requiring approval of Unitholders of the
Delaware Trust, requires approval of the reorganization or termination of the
Massachusetts Trust or any of its series, with respect to certain legal
proceedings and with respect to certain amendments to the Massachusetts
Declaration of Trust (with limited exceptions).
Indemnification. The Delaware Trust Instrument provides for
indemnification of Trustees, officers and agents of the Delaware Trust unless
the recipient is liable by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
person's office.
The Delaware Trust Instrument provides that, if any Unitholder or
former Unitholder of any series is held personally liable solely by reason of
being or having been a Unitholder and not because of the Unitholder's acts or
omissions or for some other reason, the Unitholder or former Unitholder (or
heirs, executors, administrators, legal representatives or general successors)
will be entitled, out of the assets belonging to the applicable series, to be
held harmless from and indemnified against all loss and expense arising from
such liability. The Delaware Trust, acting on behalf of any affected series,
must, upon request by such Unitholder, assume the defense of any claim made
against such Unitholder for any act or obligation of the series and satisfy any
judgment thereon from the assets of the series.
Termination. The Delaware Trust Instrument permits the termination of
the Delaware Trust or of any series or class of the Delaware Trust (i) by a
majority of the affected Unitholders at a meeting of Unitholders of the Delaware
Trust, series or class; or (ii) by a majority of the Trustees without Unitholder
approval if the Trustees determine that such action is in the best interest of
the Delaware Trust or its Unitholders. The factors and events that the Trustees
may take into account in making such determination include (i) the inability of
the Delaware Trust
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or any series or class to maintain its assets at an appropriate size; (ii)
changes in laws or regulations governing the Delaware Trust, or any series or
class thereof, or affecting assets of the type in which it invests; or (iii)
economic developments or trends having a significant adverse impact on their
business or operations. The Massachusetts Declaration of Trust permits the
Trustees to terminate the Massachusetts Trust only with Unitholder approval.
Merger, Consolidation, Sale of Assets, Etc. The Delaware Trust
Instrument authorizes the Trustees, without Unitholder approval (except as
stated in the next paragraph), to cause the Delaware Trust, or any series
thereof, to merge or consolidate with any corporation, association, trust or
other organization or sell or exchange all or substantially all of the property
belonging to the Delaware Trust, or any series thereof. In addition, the
Trustees, without Unitholder approval, may adopt a master-feeder structure by
investing substantially all of the assets of a series of the Delaware Trust in
the securities of another open-end investment company or pooled portfolio (see
Proposal 4). The reorganization of the Massachusetts Trust would require
Unitholder approval.
The Delaware Trust Instrument also authorizes the Trustees, in
connection with the merger, consolidation, termination or other reorganization
of the Trust or any Series or Class, to classify the Shareholders of any Class
into one or more separate groups and to provide for the different treatment of
Shares held by the different groups, provided that such merger, consolidation,
termination or other reorganization is approved by a majority of the outstanding
voting securities (as defined in the 1940 Act) of each group of Shareholders
that are so classified.
Amendments. The Delaware Trust Instrument permits the Trustees to
amend the Delaware Trust Instrument without a Unitholder vote. However,
Unitholders of the Delaware Trust have the right to vote on any amendment (i)
that would adversely affect the voting rights of Unitholders; (ii) that is
required by law to be approved by Unitholders; (iii) that would amend the voting
provisions of the Delaware Trust Instrument; or (iv) that the Trustees determine
to submit to Unitholders. Amendments to the Massachusetts Declaration of Trust,
with certain limited exceptions, require approval of Unitholders.
Series of Trustees. The Trustees may appoint separate Trustees with
respect to one or more series or classes of the Delaware Trust's Units (the
"Series Trustees"). To the extent provided by the Trustees in the appointment
of Series Trustees, Series Trustees (a) may, but are not required to, serve as
Trustees of the Trust or any other series or class of the Delaware Trust; (b)
may have, to the exclusion of any other Trustee of the Delaware Trust, all the
powers and authorities of Trustees under the Delaware Trust Instrument with
respect to such series or class; and/or (c) may have no power or authority with
respect to any other series or class. The Massachusetts Declaration of Trust
does not permit the election of separate Trustees for a series or class. The
Trustees are not currently considering the appointment of Series Trustees for
the Delaware Trust.
Certain Comparative Information About Massachusetts Business Trusts And Delaware
Business Trusts
Unitholder Liability
Generally, Delaware business trust Unitholders are not personally
liable for obligations of the Delaware business trust under Delaware law. The
Delaware Act entitles a Unitholder of a Delaware business trust to the same
limitation of liability as is available to Unitholders of private for-profit
corporations. However, no similar statutory or other authority limiting
business trust Unitholder liability exists in many other states. As a result, to
the extent that a Delaware business trust or a Unitholder is subject to the
jurisdiction of courts in such other states, those courts may not apply Delaware
law and may subject the Delaware Trust Unitholders to liability. To offset this
risk, the Delaware Trust Instrument (i) contains an express disclaimer of
Unitholder liability for acts or obligations of the Delaware Trust and requires
that notice of such disclaimer be given in each agreement, obligation and
instrument entered into or executed by the Delaware Trust or its Trustees and
(ii) provides for indemnification out of the property of the applicable series
of the Delaware Trust of any Unitholder held personally liable for the
obligations of the Delaware Trust solely by reason of being or having been a
Unitholder and not because of the Unitholder's acts or omissions or for some
other reason. Thus, the risk of a Delaware business trust Unitholder incurring
financial loss beyond his or her investment because of Unitholder liability is
limited to circumstances in which all of the following factors are present: (1)
a court refuses to apply Delaware law; (2) the liability arises under tort law
or, if not, no contractual limitation of liability is in effect; and (3) the
applicable series of the Delaware Trust is unable to meet its
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obligations. In light of Delaware law, the nature of the Delaware Trust's
business and the nature of its assets, the risk of personal liability to a
Delaware Trust Unitholder is extremely remote.
Unlike Delaware, in Massachusetts there is no statute relating to
business trusts that entitles Unitholders of a Massachusetts business trust to
the same limitation of liability as is extended to Unitholders of a
Massachusetts corporation. Unitholders of a Massachusetts business trust may,
therefore, under certain circumstances, be held personally liable under
Massachusetts law for the obligations of the Massachusetts business trust. The
Massachusetts Declaration of Trust, like the Delaware Trust Instrument, contains
an express disclaimer of Unitholder liability and requires that notice of such
disclaimer be given in each agreement entered into or executed by the
Massachusetts business trust or its Trustees. The Massachusetts Declaration of
Trust also provides for indemnification out of the trust property. Thus, the
Trustees believe the risk of Unitholder liability is also remote for Unitholders
of the Massachusetts Trust.
Liability of Trustees
The Delaware Trust Instrument provides that the Trustees will not be
liable to any person other than the Delaware Trust or a Unitholder and that a
Trustee will not be liable for any act as a Trustee. However, nothing in the
Delaware Trust Instrument protects a Trustee against any liability to which he
or she would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his or her office. The Massachusetts Declaration of Trust provides that its
Trustees will not be liable for errors of judgment or mistakes of fact or law,
subject to substantially the same provisions concerning bad faith, gross
negligence and reckless disregard as those described above.
PROPOSAL 4
----------
APPROVAL OF A NEW FUNDAMENTAL INVESTMENT POLICY REGARDING INVESTMENTS IN OTHER
INVESTMENT COMPANY SECURITIES; AND APPROVAL OF A CORRESPONDING AMENDMENT TO THE
MASSACHUSETTS DECLARATION OF TRUST
(All Portfolios)
General
The Portfolios are currently authorized to invest in securities issued
by other investment companies when consistent with their respective investment
objectives and policies. The proposed new fundamental policy will broaden this
authority in two respects. First, the new policy will allow each Portfolio to
invest all or substantially all of its assets in a single open-end investment
company or series thereof with substantially the same fundamental objective,
policies and restrictions as the Portfolio. Second, the new policy will
otherwise permit each Portfolio to purchase the securities of other investment
companies to the full extent permitted under Section 12 of the 1940 Act (or any
other provision) and any regulation or order of the SEC notwithstanding any of
the Trust's other fundamental investment restrictions (including, without
limitation, those restrictions relating to issuer diversification, industry
concentration and control).
Background. Several mutual funds have developed so-called master-
feeder structures under which they invest all their assets in a single pooled
investment (a "Pooled Portfolio"), which is also usually a registered investment
company. For example, funds offering different types of Unitholder services
might pool their investments. This structure allows several funds with
different features, but substantially the same investment objective,
restrictions and policies, to combine their investments instead of managing them
separately. If approved by Unitholders at the Meeting, the Proposal will allow
the Portfolios to use this structure through the adoption of the proposed new
fundamental investment policy and the proposed corresponding amendment to the
Massachusetts Declaration of Trust. The Delaware Trust Instrument would also
permit the Portfolios to use this structure, but if the Proposal is not adopted
the Portfolios would not utilize this master-feeder flexibility.
In addition, under Section 12 of the 1940 Act the Portfolios are
currently allowed to make other investments in the securities of other
investment companies (not using the master-feeder structure) so long as not more
than 3%
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of the total outstanding stock of any investment company is owned by the
Portfolios and their affiliated persons (as defined in the 1940 Act) immediately
after a purchase is made. Investments by the Portfolios (except the
International Equity Index Portfolio) in other investment companies are,
however, currently limited by certain fundamental investment restrictions,
including restrictions that limit the amount of assets that a Portfolio may
invest in any single investment company and in investment companies generally.
If the Proposal is approved by Unitholders at the Meeting, each Portfolio will
be authorized to make these investments to the full extent permitted by the 1940
Act and the SEC.
Purpose of the Proposal. Northern Trust regularly reviews various
options for structuring mutual funds. A primary purpose of investing in a
Pooled Portfolio is to achieve operational efficiencies. The Portfolios
currently take advantage of the ability to issue multiple classes of Units,
which offer many of the same advantages as investing in a Pooled Portfolio.
While neither the Board of Trustees nor Northern Trust has determined that any
Portfolio should invest in a Pooled Portfolio, the Trustees believe that it
could be in the best interests of the Portfolios to adopt such a structure to
allow for investing by one or more of the Portfolios in a Pooled Portfolio at a
future date.
At present, some of the Portfolios' fundamental investment
restrictions and policies may prevent a Portfolio from investing all of its
assets in another investment company. Similarly, it is possible that the
Massachusetts Declaration of Trust could be construed to require Unitholder
approval of the sale of substantially all of the assets of a Portfolio to the
Pooled Portfolio. To eliminate any doubt in these respects, and to avoid the
costs associated with a subsequent Unitholder meeting, the Trustees recommend
that Unitholders of each Portfolio vote to permit the assets of such Portfolio
to be invested in a Pooled Portfolio, without an additional vote of Portfolio
Unitholders, if the Trustees determine in the future that the adoption of a
master-feeder structure is in the best interest of the Portfolio and its
Unitholders. If Unitholders approve this Proposal, any fundamental and non-
fundamental restrictions and policies of the Portfolios that currently prohibit
investment in securities of a single investment company would be appropriately
modified to permit investment in Pooled Portfolios. These policies include, for
example, the restrictions concerning a Portfolio acting as an underwriter and a
Portfolio's investments in: the securities of any one issuer; securities of any
issuer if more than 10% of such issuer's voting securities are held by a
Portfolio; companies for purposes of control; and issuers in any one industry.
A Portfolio's methods of operation and Unitholder services would not
necessarily be materially affected by its investment in Pooled Portfolios,
except that the assets of the Portfolio would be managed as part of a larger
pool. If a Portfolio invested all of its assets in a Pooled Portfolio, it is
currently anticipated that the Portfolio would hold only a single investment
security and the Pooled Portfolio would directly invest in individual investment
securities. The investment advisory and other services provided to a Portfolio
by Northern Trust or its affiliates could continue to be provided by Northern
Trust or its affiliates, but the investment advisory services would normally be
provided to and paid for by the Pooled Portfolio rather than the Portfolio. The
Trustees would retain the right to withdraw the Portfolio's investment from the
respective Pooled Portfolio at any time. The Portfolio would then resume
investing directly in securities as it does currently.
At present, the Trustees are not considering any proposal that any of
the Portfolios adopt a master-feeder structure. The Trustees will authorize
investing a Portfolio's assets in a Pooled Portfolio only if they determine that
pooling is in the best interests of a Portfolio and its Unitholders and if they
determine that the investment will not have material adverse tax or other
consequences to the Portfolio or its Unitholders. In determining whether a
Portfolio should invest in a Pooled Portfolio, the Trustees will consider, among
other things, the opportunity to reduce costs and to achieve operational
efficiencies. The Trustees will not authorize investment in a Pooled Portfolio
if doing so would increase costs to Unitholders, unless they perceive a
corresponding increase in benefits to Unitholders. There is no assurance that
cost reductions or increased efficiencies will be achieved.
Northern Trust and its affiliates may benefit from the use of a Pooled
Portfolio if overall assets are increased since Northern Trust's fees under its
existing agreements are based, in part, on the amount of those assets. Also,
Northern Trust's or its affiliates' expenses of providing investment and other
services to a Portfolio may be reduced.
16
<PAGE>
As stated above, the Proposal will also allow the Portfolios to make
other investments in the securities of other investment companies (not using the
master-feeder structure) to the full extent permitted by the 1940 Act and the
SEC. For example, although the 1940 Act permits each Portfolio to make such
investments so long as not more than 3% of the total outstanding stock of any
investment company is owned by the Portfolio and its affiliated persons, the
fundamental investment restrictions of each Portfolio (except the International
Bond and International Equity Index Portfolios) provide that a Portfolio must
limit its investments so that, with respect to 75% of its total assets, not more
than 5% will be invested in the securities of any one issuer (with certain
exceptions). The Board of Trustees believes that the removal of these
restrictions with respect to investments in other investment company securities
may be advantageous to the Portfolios. For example, the International Equity
Index Portfolio, in order to achieve greater portfolio diversification at a low
cost, currently invests more than 15% of its assets in World Equity Benchmark
Shares/SM/ ("WEBS"), which are issued by a registered investment company that
invests directly in foreign issuers. Although Northern Trust anticipates that
the investments of the other Portfolios in investment company securities will
not exceed 25% in the foreseeable future, the Proposal, if approved, will give
the Portfolios this latitude should Northern Trust deem the investments
appropriate. As an investor in other investment companies, a Portfolio would
indirectly bear its proportionate share of any management fees and other
expenses paid by such other investment companies in addition to the fees and
expenses paid directly by the Portfolio.
Proposed Fundamental Policy
In order to provide the Portfolios greater authority to invest in the
securities of other investment companies as discussed above, the Trustees
recommend that the Unitholders of each Portfolio adopt the following fundamental
policy:
Notwithstanding any of the Trust's other fundamental investment
restrictions (including, without limitation, those restrictions relating to
issuer diversification, industry concentration and control), each Portfolio
may: (a) purchase securities of other investment companies to the full
extent permitted under Section 12 or any other provision of the 1940 Act
(or any successor provision thereto) or under any regulation or order of
the Securities and Exchange Commission; and (b) invest all or substantially
all of its assets in a single open-end investment company or series thereof
with substantially the same investment objective, policies and fundamental
restrictions as the Portfolio.
Proposed Amendment to the Massachusetts Declaration of Trust
In order to permit each Portfolio of the Trust to invest in a Pooled
Portfolio at a future date, the Trustees also recommend that the Unitholders
adopt the following amendment to the Massachusetts Declaration of Trust:
Notwithstanding anything else herein, the Trustees may, without Unitholder
approval unless such approval is required by applicable law, invest all or
a portion of the Trust Property of any Series, or dispose of all or a
portion of the Trust Property of any Series, and invest the proceeds of
such disposition in interests issued by one or more other investment
companies or pooled portfolios. Any such other investment company or
pooled portfolio may (but need not) be a trust (formed under the laws of
any state or jurisdiction) (or subtrust thereof) which is classified as a
partnership for federal income tax purposes. Notwithstanding anything else
herein, the Trustees may, without Unitholder approval unless such approval
is required by applicable law, cause a Series that is organized in the
master-feeder fund structure to withdraw or redeem its Trust Property from
the master fund and cause such series to invest its Trust Property directly
in securities and other financial instruments or in another master fund.
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<PAGE>
Board of Trustees Evaluation and Recommendation
At meetings held on April 22, 1997 and July 8, 1997, after considering
the matters discussed above and other matters deemed to be relevant, the
Trustees unanimously adopted and voted to recommend to the Unitholders that they
adopt, (a) the proposed new fundamental investment policy and (b) the amendment
to the Massachusetts Declaration of Trust set forth above. In taking such action
and making such recommendations, the Trustees took into consideration that the
proposed modifications may provide operational and investment efficiencies and
facilitate the introduction of new Benchmark investment portfolios and, thereby,
increase the investment options available to Unitholders.
Except as described in this Proxy Statement, approval of this Proposal
4 will not change any of the investment programs and services or operations that
are described in the Portfolios' current Prospectuses and this Proxy Statement.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE UNITHOLDERS OF EACH
PORTFOLIO ADOPT A NEW FUNDAMENTAL INVESTMENT POLICY REGARDING INVESTMENTS IN
OTHER INVESTMENT COMPANY SECURITIES AND APPROVE A RELATED AMENDMENT TO THE
DECLARATION OF TRUST.
Required Vote
Approval of the new fundamental investment policy requires the vote of
a 1940 Act Majority of the Units (described in Proposal 3) of each Portfolio
voting separately. Approval of the amendment to the Massachusetts Declaration of
Trust requires the vote of a majority of the Units of the Trust voting together
as a single class. If either Proposal is not approved by one or more of the
Portfolios, the Trustees will consider what further action, if any, will be
taken.
PROPOSAL 5
----------
AMENDMENT OF THE PORTFOLIOS' FUNDAMENTAL INVESTMENT
RESTRICTION CONCERNING ISSUER DIVERSIFICATION
(All Portfolios Except the International Bond Portfolio)
To be diversified under the 1940 Act, a Portfolio must not, with
respect to 75% of its total assets, invest more than 5% of its total assets in
the securities of any one issuer or acquire more than 10% of the outstanding
voting securities of any one issuer. These restrictions apply only at the time
of investment. A Portfolio may invest up to 25% of its total assets without
regard to these restrictions. In addition, these restrictions do not apply to
holdings of or investments in cash, cash items, certain repurchase agreements,
U.S. Government securities or securities of other investment companies.
Currently, the fundamental investment restriction concerning issuer
diversification for each Portfolio except the International Bond Portfolio
(which is non-diversified) is narrower than the 1940 Act restrictions in not
listing as exclusions cash, cash items or securities of other investment
companies. In addition, under its fundamental investment restriction, the
Diversified Assets Portfolio may not invest more than 5% of its total assets in
the securities of any one issuer (other than the U.S. Government), except for
repurchase agreements, certificates of deposit and bankers' acceptances. The
Proposal simplifies the contents of the current restrictions. As proposed, the
restriction would require diversification only to the extent required under the
1940 Act. Additional diversification requirements are imposed upon the
Portfolios to be treated as money market funds and as regulated investment
companies for federal tax purposes. These requirements are not required to be
reflected in the proposed investment restrictions and will not be affected by
the Proposal. At the July 8, 1997 meeting, the Trustees approved, subject to
Unitholder approval, that each Portfolio adopt the following investment
restriction in lieu of its current fundamental policy:
The Portfolio may not make any investment inconsistent with the Portfolio's
classification as a diversified company under the 1940 Act. This
restriction does not, however, apply to any Portfolio classified as a non-
diversified company under the 1940 Act.
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<PAGE>
Board of Trustees Recommendation
The Trustees believe that the proposed amendment to the Portfolios'
investment restrictions will more clearly reflect current regulatory practice,
will provide a more complete range of investment opportunities and will clarify
and simplify the restrictions.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE UNITHOLDERS OF EACH PORTFOLIO VOTE
"FOR" THE ADOPTION OF THE PROPOSED AMENDED INVESTMENT RESTRICTION.
Required Vote
Approval of the proposed amendment to a Portfolio's fundamental
investment restriction concerning issuer diversification requires the
affirmative vote of a 1940 Act Majority of that Portfolio's outstanding Units
(described in Proposal 3). If the proposed amendment is not approved with
respect to a Portfolio, the current investment restriction will continue in
effect unchanged for that Portfolio.
PROPOSAL 6
----------
APPROVAL OF REVISED INVESTMENT ADVISORY AGREEMENT
TO IMPLEMENT "MANAGER OF MANAGERS" STRUCTURE
(International Growth Portfolio Only)
Background
In 1995 Northern Trust Corporation acquired RCB International Inc., a
registered investment adviser which has since changed its name to Northern Trust
Global Advisors, Inc. ("NTGA"). One of NTGA's subsidiaries, RCB Trust Company
("RCB Trust"), a Connecticut state-chartered trust company, specializes in
evaluating and monitoring the qualifications and performance of international
and other investment advisers. In connection with the acquisition of NTGA,
Northern Trust has reconsidered the manner in which investment management
services are being provided to the International Growth Portfolio of the Trust.
Since the Portfolio's organization in 1994, Northern Trust has provided all
investment management services to the Portfolio. Northern Trust is now
considering the possibility that certain investment management services,
including the selection of portfolio securities, might be provided for the
International Growth Portfolio in the future by one or more sub-advisers.
At a meeting of the Board of Trustees held on July 8, 1997 Northern
Trust explained that it had not yet developed a final recommendation regarding
the use of RCB Trust's "manager of managers" structure for the International
Growth Portfolio or the firm or firms that might be retained as sub-advisers for
the International Growth Portfolio. Northern Trust believed, however, that such
a recommendation might be finalized and presented to the Trustees before year-
end. Therefore, in order to avoid the expense of another Unitholder meeting,
Northern Trust recommended that the Unitholders of the International Growth
Portfolio be asked at the Meeting, in accordance with requirements of the 1940
Act, to approve a new investment advisory agreement (the "New Agreement")
appointing Northern Trust and RCB Trust (together, the "Advisers") as the
investment advisers of the International Growth Portfolio and authorizing the
Advisers to retain sub-advisers for the Portfolio. All fees payable to the sub-
advisers under the New Agreement would be payable by the Advisers and not by the
Portfolio, and the current investment advisory fee rate payable by the Portfolio
would not change.
In connection with the foregoing recommendation, Northern Trust noted
that Section 15(a) of the 1940 Act requires that all agreements pursuant to
which persons serve as investment advisers to investment companies be approved
by shareholders. As interpreted, this requirement would apply to appointment of
sub-advisers to the International Growth Portfolio of the Trust. The Securities
and Exchange Commission (the "SEC") has, however, granted conditional exemptions
from the shareholder approval requirements to other investment companies.
Therefore, Northern Trust has also recommended, and the Board of Trustees has
approved, the filing of an application seeking such an exemption for the Trust.
If the exemption is granted by the SEC and the New Agreement is approved at the
Meeting by the Unitholders of the International Growth Portfolio, the Board of
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<PAGE>
Trustees would be able, without further Unitholder approval, to appoint sub-
advisers for the Portfolio in the future. The Board would not, however, be able
to replace Northern Trust and RCB Trust as the Advisers to the International
Growth Portfolio without complying with the 1940 Act and applicable regulations
governing unitholder approval of advisory agreements.
Description of New Agreement
Currently, Northern Trust provides investment advisory services to the
International Growth Portfolio pursuant to an Investment Advisory Agreement
dated October 5, 1990 between Northern Trust and the Trust, as amended by
Addendum No. 4 thereto dated March 25, 1994 (the "Current Agreement"). The New
Agreement is identical in all material respects to the Current Agreement, except
that the New Agreement appoints both Northern Trust and RCB Trust as the
Advisers of the Portfolio and allows the Advisers to (1) delegate their duties
to sub-advisers, (2) implement a "manager of managers" structure and (3) enter
into sub-advisory agreements in the future without further Unitholder approval.
A copy of the New Agreement is attached to this Proxy Statement as Appendix E,
and the following description of the New Agreement is qualified in its entirety
by reference to that Exhibit.
Under the New Agreement, the Advisers would agree to provide a
continuous investment program for the Portfolio, as well as the determination of
investments to be purchased or sold for the Portfolio and the supervision of the
Portfolio's assets. The Advisers would be authorized to perform their duties by
taking such actions themselves or by delegating some or all of their duties to
one or more sub-advisers. Notwithstanding any such delegation, however, the
Advisers, subject to review and approval by the Board of Trustees of the Trust,
would (1) set the Portfolio's overall investment strategies, (2) monitor and
evaluate the performance of the Portfolio's sub-advisers, (3) recommend to the
Board of Trustees whether an agreement with a sub-adviser should be approved,
renewed, modified or terminated, (4) allocate and re-allocate the Portfolio's
assets among different sub-advisers as deemed appropriate, and (5) oversee a
sub-adviser's compliance with the Portfolio's investment objective, policies and
restrictions.
The Advisers would bear all expenses incurred by them in connection
with their activities under the New Agreement, including the payment of any
fees, compensation or expenses to the International Growth Portfolio's sub-
advisers but excluding the cost of securities purchased or sold by the Portfolio
and related brokerage commissions, transaction costs and taxes (if any). The
Portfolio would continue to be responsible for all non-investment advisory
expenses incurred in its operations (other than certain expenses borne by the
Portfolio's administrator, distributor, transfer agent and custodian).
As compensation for the services rendered to the International Growth
Portfolio by the Advisers under the New Agreement, and the Advisers' assumption
of related expenses, the Advisers would be entitled to a fee, computed daily and
payable monthly, at an annual rate of 1% of the average net assets of the
Portfolio (before any voluntary waivers or reimbursements).
In executing transactions the Advisers and sub-advisers for the
International Growth Portfolio would be required to seek to obtain the best
overall terms available. In evaluating the best overall terms available and in
selecting the broker or dealer to execute a particular transaction, the
brokerage and research services (as those terms are defined in section 28(e) of
the Securities Exchange Act of 1934) provided to the Portfolio and/or other
accounts over which an Adviser, sub-adviser or affiliate exercises investment
discretion could be considered. Further, on occasions when the purchase or sale
of a security is deemed to be in the best interests of the Portfolio as well as
other fiduciary or agency accounts managed by the Advisers or the sub-advisers,
the securities to be sold or purchased for the Portfolio could be aggregated
with those to be sold or purchased for such other accounts in order to obtain
best overall terms available. The allocation of the securities so purchased or
sold, as well as the expenses incurred in the transaction, would be made in the
manner considered to be most equitable and consistent with the fiduciary
obligations owed to the Portfolio and the other accounts involved. In some
instances, this procedure might adversely affect the size of the position
obtainable for the Portfolio or the amount of the securities that are able to be
sold for the Portfolio.
In the New Agreement Northern Trust agrees that the name "The
Benchmark" may be used in connection with the Portfolio's business on a royalty-
free basis. Northern Trust has reserved to itself the right to grant the non-
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<PAGE>
exclusive right to use the name "The Benchmark" to any other person. The New
Agreement provides further that at such time as the agreement is no longer in
effect, the Portfolio will cease using the name "The Benchmark."
The New Agreement provides that the Advisers may render similar services to
others so long as their services under the agreement are not impaired. The New
Agreement also provides that the Trust will indemnify the Advisers against
certain liabilities (including liabilities under the federal securities laws
relating to untrue statements or omissions of material fact and actions that are
in accordance with the terms of the agreement) or, in lieu thereof, will
contribute to the resulting losses. Neither Adviser would, however, be entitled
to indemnification or contribution under the New Agreement with respect to any
liability to which it is subject by reason of its willful misfeasance, bad faith
or gross negligence in the performance of its duties, or by reason of the
reckless disregard to its obligations and duties.
The New Agreement would be terminable with respect to the International
Growth Portfolio at any time, without penalty, by the Trust (by vote of the
Trust's Board of Trustees or by vote of a majority of the outstanding Units of
the Portfolio) or by the Advisers on 60 days' written notice. In addition, the
agreement would terminate immediately in the event it is assigned. Unless
sooner terminated, the New Agreement would continue in effect with respect to
the Portfolio through April 30 of the year following the date of its execution
and thereafter from year to year, provided that such continuance is specifically
approved at least annually (a) by the vote of a majority of those members of the
Trust's Board of Trustees who are not "interested persons" as defined in the
1940 Act of any party to the agreement, cast in person at a meeting called for
the purpose of voting on such approval, and (b) by the Board of Trustees or by
vote of a majority of the outstanding Units of the Portfolio.
Description of "Manager of Managers" Structure and Proposed Exemptive
Application
Under the "manager of managers" structure, the International Growth
Portfolio would operate in a manner that is different from the Trust's other
Portfolios and most other investment companies. Most investment companies
operate under a structure in which a single related group of companies provide
investment advisory services. Typically, the investment company pays the
advisory fee to its investment adviser which, in turn, compensates internal
portfolio managers who make specific securities selections. In contrast, under
the "manager of managers" structure, the Advisers would evaluate prospective
sub-advisers for the International Growth Portfolio, make recommendations to the
Board of Trustees regarding the use of particular sub-advisers and monitor the
performance of any sub-advisers approved by the Trustees. The Advisers would be
responsible for communicating performance targets and evaluations to the
Portfolio's sub-advisers, supervising the sub-advisers' compliance with the
Portfolio's investment objective, guidelines and policies and recommending to
the Board of Trustees whether the Portfolio's sub-advisory agreements should be
renewed, modified or terminated. The Advisers would also recommend to the Board
the addition of new sub-advisers as deemed appropriate.
As stated above, in connection with the implementation of the "manager of
managers" structure, the Trust intends to apply to the SEC for an exemption from
Section 15(a) of the 1940 Act to allow the Board of Trustees, without further
Unitholder approval, to appoint sub-advisers for the Portfolio in the future,
and to cause the Portfolio to enter into (and, if appropriate, thereafter
modify) sub-advisory agreements with those sub-advisers. Unitholder meetings can
entail substantial costs which could reduce the desired benefits of the "manager
of managers" structure. These costs must be weighed against the benefits of
Unitholder scrutiny of proposed contracts involving new terms or sub-advisers.
However, even in the absence of Unitholder approval, any proposal to add or
replace sub-advisers would receive careful review. First, the Advisers would
assess the Portfolio's needs and, if they believed additional or replacement
sub-advisers could benefit the Portfolio, would search for suitable alternative
sub-advisers. Second, any recommendations made by the Advisers would have to be
approved by a majority of the Trustees, including a majority of the Trustees who
are not "interested persons" within the meaning of the 1940 Act. Finally, any
selection of additional or replacement sub-advisers would have to comply with
conditions contained in the SEC exemption, if granted, including conditions
relating to Unitholder notification regarding the firms that are appointed as
the Portfolio's sub-advisers.
The Trust anticipates that it may request that the SEC also grant an
exemption from certain disclosure requirements to allow the Trust to provide
"aggregate fee disclosure" in its public filings for the International
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<PAGE>
Growth Portfolio. It is currently contemplated that this "aggregate fee
disclosure" would show: (1) the total advisory fee charged by the Advisers to
the Portfolio; (2) the aggregate fees paid by the Advisers to all sub-advisers
managing assets of the Portfolio (and not the fees paid separately to each sub-
adviser); and (3) the net advisory fee retained by the Advisers with respect to
the Portfolio after the Advisers pay all sub-advisers managing assets of the
Portfolio.
Under the "manager of managers" structure, future amendments to the New
Agreement would remain subject to the Unitholder and Trustee approval
requirements of Section 15 of the 1940 Act and related proxy disclosure
requirements. In addition, although the Trustees would be allowed to change the
fees payable to a sub-adviser without Unitholder approval under the "manager of
managers" structure, the Trustees could not increase the rate of the fees
payable by the Portfolio to the Advisers under the New Agreement without first
obtaining Unitholder approval.
Board of Trustees' Evaluation and Recommendation
At a meeting held on July 8, 1997, the Board of Trustees, including a
majority of those Trustees who were not "interested persons" of any party to the
agreement as defined in the 1940 Act, approved the New Agreement, which allows
the Portfolio to implement a "manager of managers" structure and enter into sub-
advisory agreements in the future without obtaining further unitholder approval.
In approving the New Agreement, the Trustees considered the following factors to
be of material importance: [ (1) the experience and qualifications of RCB Trust
in providing "manager of managers" services; (2) the fact that the terms of the
New Agreement, including the advisory fee rate payable by the International
Growth Portfolio, are substantially identical to the terms of the Current
Agreement; (3) the relative investment management resources of Northern Trust
and other investment management firms that might be retained to provided
sub-advisory services to the Portfolio; (4) the flexibility that may be obtained
through the proposed exemption from the SEC with respect to the Trust's use of
the "manager of managers" structure; (5) the experience of other investment
companies that have adopted a "manager of managers" structure; and (6) the
desire to avoid another Unitholder meeting while Northern Trust finalizes its
recommendation.]
Based on their consideration, analysis and evaluation of the above factors
and other information deemed by them to be relevant, the Board concluded that
approval of the New Agreement would be in the best interest of the Portfolio and
its Unitholders.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT UNITHOLDERS OF THE INTERNATIONAL
GROWTH PORTFOLIO VOTE "FOR" THE APPROVAL OF THE NEW INVESTMENT ADVISORY
AGREEMENT.
Required Vote
The New Agreement is being submitted for approval at the Meeting by a 1940
Act majority of the Units (described in Proposal 3) of the International Growth
Portfolio, voting separately, as a result of the requirements of the 1940 Act
and the conditions the Trust expects the SEC to place on the proposed exemption
described in this Proxy Statement. Because the Trust does not intend at present
to implement a "manager of managers" structure with respect to its other
Portfolios, only the International Growth Portfolio will vote on the New
Agreement. If approved by a 1940 Act majority of the Units of the International
Growth Portfolio at the Meeting, the New Agreement will become effective with
respect to that Portfolio only after the SEC has granted the proposed exemption
described in this Proxy Statement and the Board of Trustees has received from
Northern Trust, and has approved, a final recommendation to implement a "manager
of managers" structure with respect to the Portfolio. There is no assurance that
the SEC will grant the proposed exemption on terms acceptable to the Trust. If
the New Agreement is not approved by a 1940 Act majority of the Units of the
International Growth Portfolio, the Current Agreement will continue in effect
with respect to that Portfolio.
ADDITIONAL INFORMATION
Other Information Regarding Northern Trust and RCB Trust
Northern Trust and RCB Trust. Northern Trust, a member of the Federal
Reserve System, is an Illinois state-chartered commercial bank with principal
offices located at 50 South LaSalle Street, Chicago, Illinois 60675. RCB Trust,
a Connecticut state-chartered trust company, has principal offices at 300
Atlantic Street, Stamford, Connecticut 06901.
Northern Trust is a direct wholly-owned subsidiary, and RCB Trust is an
indirect wholly-owned subsidiary, of Northern Trust Corporation, a bank holding
company. All of the capital stock of RCB Trust is owned by NTGA.
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All of the capital stock of NTGA, which has its principal offices at 300
Atlantic Street, Stamford, Connecticut 06901, is owned by Northern Trust
Corporation. Northern Trust Corporation has its principal offices at 50 South
LaSalle Street, Chicago, Illinois 60675. To the Trust's knowledge, no persons
owned beneficially or of record 10% or more of any class of issued and
outstanding voting securities of Northern Trust Corporation at [date].
The name and principal occupation of the principal executive officers and
each director of Northern Trust as of [date] are set forth in Appendix F to this
Proxy Statement. All of the principal executive officers and directors of
Northern Trust may be reached c/o Northern Trust, 50 South LaSalle Street,
Chicago, Illinois 60675.
The name and principal occupation of the principal executive officers and
each director of RCB Trust as of [date] are also set forth in Appendix F to this
Proxy Statement. All of the principal executive officers and directors of RCB
Trust may be reached c/o RCB Trust, 300 Atlantic Street, Stamford, Connecticut
06901.
Other Investment Companies Advised by Northern Trust and RCB Trust. The
table below sets forth certain information concerning other investment companies
registered under the 1940 Act ("registered investment companies") advised by
Northern Trust and which have investment objectives similar to that of the
International Growth Portfolio. RCB Trust does not currently advise any other
registered investment companies. Northern Trust was waiving, as of the date of
this Proxy Statement, some or all of the fees payable by certain of the
companies listed below. Such waivers are not reflected in the table.
Funds Advised By Northern Trust
<TABLE>
<CAPTION>
==================================================================================
Name of Investment Company Net Assets as of [date] Annual Fee (Based on Average
and/or Portfolio (000s) Net Assets)
- ----------------------------------------------------------------------------------
<S> <C> <C>
Northern Funds 1.20%
-International
-Growth Equity Fund
- ----------------------------------------------------------------------------------
-International Select Equity Fund 1.20%
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
==================================================================================
</TABLE>
Current Agreement. The investment advisory agreement currently in effect
for the International Growth Portfolio (the "Current Agreement") was approved by
the Board of Trustees of the Trust on July 20, 1993 and by Goldman, Sachs & Co.,
as the Portfolio's sole shareholder, on March 24, 1994 pursuant to the
requirements of the 1940 Act. The Board of Trustees of the Trust reapproved the
Current Agreement on January 24, 1996 and January 22, 1997 in connection with
its annual review of the Trust's advisory arrangements required by the 1940 Act.
For the fiscal year ended November 30, 1996, the aggregate investment
advisory fee paid by the International Growth Portfolio to Northern Trust under
the Current Agreement was $1,089,874. For the fiscal year ended November 30,
1996, Northern Trust voluntarily agreed to waive a portion of the investment
advisory fee of the International Growth Portfolio in the amount of $272,159.
Other Payments to Northern Trust and its Affiliates. Northern Trust serves
as the International Growth Portfolio's transfer agent and custodian. Under the
Trust's transfer agency agreement, Northern Trust is entitled to transfer agency
fees, payable monthly, at the annual rate of .01%, .05%, .10% and .15% of the
average daily net asset value of the Class A, B, C and D Units, respectively, of
the Portfolio. The Trust pays Northern Trust, with respect to the Portfolio, an
annual custody fee of: (i) $35,000, plus (ii) 9/100th of 1% of the Portfolio's
average daily net assets. In addition, Northern Trust is reimbursed for certain
expenses it incurs as custodian for the Portfolio.
Northern Trust and its affiliates are also entitled to receive fees ("Plan
Fees") under the Trust's Unitholder Servicing Plan at the maximum annual rates
of .10%, .15% and .25% of the average daily net asset value of the
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Portfolio's Class B, C and D Units, respectively, held or serviced by such
entities for beneficial Unitholders. These fees are for administrative support
services, which may include processing purchase and redemption requests from
investors; placing net purchase and redemption orders; providing necessary
personnel and facilities to establish and maintain investor accounts and
records; and providing information periodically to investors showing their
positions in Portfolio Units.
The table below sets forth the transfer agency and custodial fees paid to
Northern Trust and its affiliates with respect to the Portfolio during the
fiscal year ended November 30, 1996:
Transfer Agency Custody
Fees Paid Fees Paid
--------------- ---------
$13,559 $170,117
No Plan Fees were paid to Northern Trust and its affiliates with respect to
the Portfolio during the fiscal year ended November 30, 1996.
It is expected that Northern Trust will continue to serve as the
Portfolio's transfer agent and custodian and to provide services under the
Unitholder Servicing Plan after the Meeting.
Banking Matters. Banking laws and regulations currently prohibit a bank
holding company registered under the Federal Bank Holding Company Act of 1956 or
any bank or non-bank affiliate thereof from sponsoring, organizing, controlling
or distributing the shares of a registered open-end investment company
continuously engaged in the issuance of its shares, but such banking laws and
regulations do not prohibit such a holding company or affiliate or banks
generally from acting as investment adviser, transfer agent or custodian to such
an investment company, or from purchasing shares of such a company as agent for
and upon the order of customers. Northern Trust believes that it may perform the
services contemplated by its agreements with the Trust without violation of such
banking laws or regulations which are applicable to it. It should be noted,
however, that future changes in either federal or state statutes and regulations
relating to the permissible activities of banks and their subsidiaries or
affiliates, as well as future judicial or administrative decisions or
interpretations of current and future statutes and regulations, could prevent
Northern Trust from continuing to perform such services for the Trust.
Should future legislative, judicial or administrative action prohibit or
restrict the activities of Northern Trust in connection with the provision of
services on behalf of the Trust, the Trust might be required to alter materially
or discontinue its arrangements with Northern Trust and change its method of
operations. It is not anticipated, however, that any change in the Trust's
method of operations would affect the net asset value per Unit of any Portfolio
or result in a financial loss to any Unitholder.
Other Business
As of the date of this Proxy Statement, the Trustees are not aware of any
matters to be presented for action at the Meeting other than those described
above. Should other business properly be brought before the Meeting, it is
intended that the accompanying Proxy will be voted thereon in accordance with
the judgment of the persons named as proxies.
Proxies and Voting at the Meeting
The enclosed Proxy is revocable by a Unitholder at any time before it is
exercised by written notice to the Trust (addressed to the Secretary at the
Trust's principal executive offices), by executing a superseding proxy or by
attending the Meeting and voting in person. All valid proxies received prior to
the Meeting (including any adjournment thereof) will be voted at the Meeting.
Matters on which a choice has been provided will be voted as indicated on the
proxy and, if no instruction is given, the persons named as proxies will vote
the Units represented
24
<PAGE>
thereby in favor of the matters set forth in each Proposal and will use their
best judgment in connection with the transaction of such other business as may
properly come before the Meeting.
In the event that at the time any session of the Meeting is called to order
a quorum is not present in person or by proxy, the persons named as proxies may
vote those proxies which have been received to adjourn the Meeting to a later
date. In the event that a quorum is present but sufficient votes in favor of any
of Proposals 1 through 6 have not been received, the persons named as proxies
may propose one or more adjournments of the Meeting to permit further
solicitation of proxies with respect to such Proposal. Any such adjournment will
require the affirmative vote of a majority of the Units of the Trust (or the
affected Portfolio) present and voting in person or by proxy at the session of
the Meeting to be adjourned. The persons named as proxies will vote those
proxies which they are entitled to vote in favor of any such Proposal in favor
of such an adjournment, and will vote those proxies required to be voted against
any such Proposal against any such adjournment. A Unitholder vote may be taken
on one or more of the Proposals in this Proxy Statement with respect to one or
more Portfolios prior to such adjournment if sufficient votes for their approval
have been received and it is otherwise appropriate.
A majority of the Units entitled to vote with respect to a Proposal shall
be a quorum for the transaction of business with respect to that Proposal at the
Meeting, but any lesser number shall be sufficient for adjournments. Abstentions
will be treated as Units that are present at the Meeting, but will not be
counted as a vote in favor of a Proposal. Accordingly, an abstention from voting
on a Proposal has the same effect as a vote against Proposals 3 through 6. If a
broker or nominee holding Units in "street name" indicates on the proxy that it
does not have discretionary authority to vote as to a particular Proposal, those
Units will not be considered as present at the Meeting with respect to the
Proposal. Accordingly, a "broker non-vote" has no effect on the voting in
determining whether a proposal has been adopted pursuant to subsection (i) of
the 1940 Act Majority definition. In addition, a "broker non-vote" has no effect
on the voting in determining whether a Nominee has been elected a Trustee
pursuant to Proposal 1. However, in determining whether a proposal has been
adopted pursuant to subsection (ii) of the 1940 Act Majority definition, a
"broker non-vote" will have the same effect as a vote against the Proposal
because Units represented by a "broker non-vote" are considered outstanding
Units.
Appendix B hereto sets forth the persons who owned beneficially or of
record more than 5% of the Units of any Portfolio as of July [8], 1997, the
Record Date for the Meeting. For purposes of the 1940 Act, any person who owns
directly or through one or more controlled companies more than 25 percent of the
voting securities of a company is presumed to "control" such company. As shown
in Appendix B, on the Record Date Northern Trust was the beneficial owner of
a majority of the outstanding Units of various Portfolios because it possessed
voting power with respect to those Units on behalf of its customer accounts.
Northern Trust has advised the Trust that it intends to vote the Units over
which it has voting power "FOR" and "WITHHELD" in the election of each Trustee
named in Proposal 1 in the same proportions as the total votes that are cast
"FOR" and "WITHHELD" in such election by the other Unitholders of the Trust.
Northern Trust has further advised the Trust that is intends to vote the Units
over which it has voting power "FOR" each of the other Proposals listed in this
Proxy Statement. In certain instances, such as Proposal 6, the votes cast by
Northern trust will be sufficient to approve the Proposal regardless of the
votes cast by other Unitholders of the Portfolio.
Manner and Cost of Proxy Solicitation
Proxies will be solicited by mail and may also be solicited in person or by
telephone, fax or personal interview by officers of Northern Trust, Goldman
Sachs and by the Trustees. In addition, employees of Northern Trust, its
affiliates, correspondent banks, brokers and similar record holders may solicit
proxies by these means, and may forward proxy materials and printed direction
forms to the customers on whose behalf they hold record ownership of Units of
the Trust. The Northern Trust may engage an independent proxy solicitation firm
to assist it in soliciting proxies.
Each Portfolio will bear its allocable portion of proxy solicitation
expenses, including the cost of preparing, assembling and mailing materials used
in connection with the solicitation of proxies. In addition, the Portfolios will
reimburse correspondent banks, brokers and similar record holders for their
reasonable expenses incurred in forwarding proxy materials to beneficial owners.
[In addition to the solicitation of proxies by mail or in person, the Trust
may also arrange to have votes recorded by telephone by officers and employees
of the Trust, personnel of Northern Trust or agents hired by Northern Trust for
such purpose. The telephone voting procedure is designed to authenticate a
Unitholder's identity, to allow a Unitholder to authorize the voting of Units in
accordance with the Unitholder's instructions and to confirm that the voting
instructions have been properly recorded. A Unitholder will be called on a
recorded line at the telephone number shown in the Trust's records for the
account and could be asked the Unitholder's Social Security number or other
identifying information. The Unitholder will then be given an opportunity to
authorize proxies to vote his Units at the Meeting in accordance with the
Unitholder's instructions. To ensure that the Unitholder's instructions have
been recorded correctly, the Unitholder will also receive a confirmation of the
voting instructions in the mail. A special number will be available in case the
voting information contained in the
25
<PAGE>
confirmation is incorrect. If the Unitholder decides after voting by telephone
to attend the Meeting, the Unitholder can revoke the proxy at that time and vote
the Units at the Meeting.] [Should procedures be adopted to allow this?
Currently not in place.]
Unitholder Proposals
Neither the Massachusetts Trust nor the Delaware Trust is required, nor
does either intend, to hold annual meetings of Unitholders each year for the
election of Trustees and other business. Instead, meetings will be held only
when and if required (for example, whenever less than a majority of the Board of
Trustees holding office has been elected by the Unitholders or when the Trustees
have received a written request to call a meeting for the purpose of voting on
the question of the removal of any Trustee from the holders of record of at
least 10% of the outstanding Units). Any Unitholders desiring to present a
proposal for consideration at the next meeting for Unitholders of the Portfolio
must submit the proposal in writing, so that it is received by the appropriate
Portfolio within a reasonable time before any meeting.
Information About Distributor and Administrator
Goldman, Sachs & Co., the Trust's distributor and administrator, has its
principal offices at 85 Broad Street, New York, New York 10004.
Information About the Trust
The Trust currently has, and the Delaware Trust will have, its principal
offices at 4900 Sears Tower, Chicago, Illinois 60606.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
July [14], 1997
26
<PAGE>
APPENDIX A
As of July [8], 1997, each Portfolio had the following number of Units
outstanding:
- --------------------------------------------------------------
Portfolio Outstanding Shares
- --------------------------------------------------------------
U. S. Government Securities Portfolio
- --------------------------------------------------------------
Short-Intermediate Bond Portfolio
- --------------------------------------------------------------
U.S. Treasury Index Portfolio
- --------------------------------------------------------------
Bond Portfolio
- --------------------------------------------------------------
International Bond Portfolio
- --------------------------------------------------------------
Balanced Portfolio
- --------------------------------------------------------------
Equity Index Portfolio
- --------------------------------------------------------------
Diversified Growth Portfolio
- --------------------------------------------------------------
Focused Growth Portfolio
- --------------------------------------------------------------
Small Company Index Portfolio
- --------------------------------------------------------------
International Equity Index Portfolio
- --------------------------------------------------------------
International Growth Portfolio
- --------------------------------------------------------------
Government Select Portfolio
- --------------------------------------------------------------
Government Portfolio
- --------------------------------------------------------------
Diversified Assets Portfolio
- --------------------------------------------------------------
Tax-Exempt Portfolio
- --------------------------------------------------------------
27
<PAGE>
APPENDIX B
As of July [8], 1997, the following persons or entities owned beneficially
more than 5% of the outstanding Units of each Portfolio:*
[give name, address and percent of Portfolio owned]
<TABLE>
<CAPTION>
Amount and Percentage of Outstanding Units
------------------------------------------
Shareholder Name and Address Amount of Units Percentage of Units
- ---------------------------- --------------- -------------------
<S> <C> <C>
U.S. Government Securities Portfolio
Short-Intermediate Bond Portfolio
U.S. Treasury Index Portfolio
Bond Portfolio
International Bond Portfolio
Balanced Portfolio
Equity Index Portfolio
Diversified Growth Portfolio
Focused Growth Portfolio
Small Company Index Portfolio
International Equity Index Portfolio
International Growth Portfolio
Government Select Portfolio
Government Portfolio
Diversified Assets Portfolio
Tax-Exempt Portfolio
</TABLE>
28
<PAGE>
APPENDIX C
The information as to beneficial ownership set forth in the chart
below is based on statements furnished to the Trust by the Nominees [and
officers of the Trust], rounded to the nearest whole Unit. Each Nominee and
officer listed below has all voting and investment powers with respect to the
Units indicated. All of the information is as of July [8], 1997.
None of the Nominees or Officers beneficially owned individually, nor
did the Nominees or Officers beneficially own as a group, in excess of one
percent of the outstanding Units of any of the Portfolios as of July [8], 1997.
[provide total number of shares and percent owned of any Fund]
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
Portfolio Springer Cline Condon English Gavin Guthman Kelsey Strubel
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------
U.S. Government
Securities Portfolio
- ------------------------------------------------------------------------------------------
Short-Intermediate
Bond Portfolio
- ------------------------------------------------------------------------------------------
U.S. Treasury Index
Portfolio
- ------------------------------------------------------------------------------------------
Bond Portfolio
- ------------------------------------------------------------------------------------------
International Bond
Portfolio
- ------------------------------------------------------------------------------------------
Balanced Portfolio
- ------------------------------------------------------------------------------------------
Equity Index
Portfolio
- ------------------------------------------------------------------------------------------
Diversified Growth
Portfolio
- ------------------------------------------------------------------------------------------
Focused Growth
Portfolio
- ------------------------------------------------------------------------------------------
Small Company Index
Portfolio
- ------------------------------------------------------------------------------------------
International Equity
Index Portfolio
- ------------------------------------------------------------------------------------------
International Growth
Portfolio
- ------------------------------------------------------------------------------------------
Government Select
Portfolio
- ------------------------------------------------------------------------------------------
Government Portfolio
- ------------------------------------------------------------------------------------------
Diversified Assets
Portfolio
- ------------------------------------------------------------------------------------------
Tax-Exempt Portfolio
- ------------------------------------------------------------------------------------------
</TABLE>
[Confirm whether officers own Units; if yes, then add.]
29
<PAGE>
APPENDIX D
AGREEMENT AND PLAN OF
REORGANIZATION, CONVERSION AND TERMINATION
THIS AGREEMENT AND PLAN OF REORGANIZATION, CONVERSION AND TERMINATION is
made as of the 8th day of July, 1997, by and between The Benchmark Funds, a
Massachusetts business trust (the "Registrant"), on behalf of each of its series
(each a "Portfolio" and collectively the "Portfolios"), and The Benchmark Funds
(the "Trust"), a Delaware business trust.
This Agreement is intended to be and is adopted as a plan of reorganization
within the meaning of Section 368(a)(1)(F) of the U.S. Internal Revenue Code of
1986, as amended (the "Code"), and is intended to effect the reorganization (a
"Reorganization") of each Portfolio as a new series of the Trust (each a
"Successor Portfolio" and collectively the "Successor Portfolios"). Each
Reorganization will include the transfer of all of the assets of a Portfolio to
a corresponding Successor Portfolio of the Trust solely in exchange for (1) the
assumption by the Successor Portfolio of all liabilities of the Portfolio and
(2) the issuance by the Trust to the Portfolio of Shares of beneficial interest
("Units") of the Successor Portfolio. The aggregate number of Units of each
subseries (hereafter "class") of the Successor Portfolio (the "Successor
Portfolio Units") issued to the Portfolio will be equal to the number of Units
of beneficial interest ("Units") of the corresponding Portfolio class
outstanding immediately before the Reorganization. These transactions will be
promptly followed by a pro rata distribution by each Portfolio of the Successor
Portfolio Units it receives in the exchange described above to the holders of
corresponding Portfolio Units in exchange for those Portfolio Units, in
liquidation of each Portfolio, all upon the terms and conditions hereinafter set
forth in this Agreement.
In consideration of the promises and of the covenants and agreements
hereinafter set forth, the parties hereto covenant and agree as follows.
1. TRANSFER OF ASSETS OF THE PORTFOLIOS IN EXCHANGE FOR ASSUMPTION OF
LIABILITIES AND ISSUANCE OF SUCCESSOR PORTFOLIO UNITS
1.1 Subject to the terms and conditions set forth herein and on the basis
of the representations and warranties contained herein, each Portfolio agrees to
transfer all of its assets (as described in paragraph 1.2) and to assign and
transfer all of its liabilities to a corresponding Successor Portfolio organized
solely for the purpose of acquiring all of the assets and assuming all of the
liabilities of that Portfolio. The Trust, on behalf of each Successor Portfolio,
agrees that in exchange for all of the assets of the corresponding Portfolio:
(1) the Successor Portfolio shall assume all of the liabilities of such
Portfolio, whether contingent or otherwise, then existing including, without
limitation, all fees and expenses incurred in connection with the transactions
contemplated hereby and (2) the Trust shall issue Successor Portfolio Units to
the Portfolio. The number of Successor Portfolio Units of each class to be
issued by the Trust on behalf of each Successor Portfolio will be identical to
the number of Units of the corresponding class and Portfolio outstanding on the
Closing Date provided for in paragraph 3.1. Such transactions shall take place
at the Closing provided for in paragraph 3.1.
1.2 The assets of each Portfolio to be acquired by the corresponding
Successor Portfolio shall include, without limitation, all cash, cash
equivalents, securities, receivables (including interest and dividends
receivable), any tax operating losses, any claims or rights of action or rights
to register Units under applicable securities laws, any books or records of the
Portfolio and other property owned by the Portfolio and any deferred or prepaid
expenses shown as assets on the books of the Portfolio on the Closing Date
provided for in paragraph 3.1.
1.3 Immediately after delivery to each Portfolio of corresponding
Successor Portfolio Units, a duly authorized officer of Registrant shall cause
each Portfolio, as the sole Unitholder of the corresponding Successor Portfolio,
to (i) elect the Trustees of the Trust; (ii) ratify the selection of the Trust's
independent auditors; (iii) approve an investment advisory agreement for the
Successor Portfolio in substantially the same form as the investment advisory
agreement in effect with respect to the Portfolio immediately prior to the
closing of the
30
<PAGE>
reorganization, including in the case of International Growth Portfolio any
changes adopted to the Portfolio's investment advisory agreement at the meeting
of Unitholders scheduled for [September 2, 1997] (the "Unitholder Meeting"), the
investment advisory agreement approved will reflect such changes, and (iv) adopt
investment objectives, investment policies and investment restrictions which are
substantially identical to those of the Portfolio immediately prior to the
Closing of the reorganization, including any changes thereto approved by the
Unitholders of the Portfolio at the Unitholder Meeting.
1.4 On the Closing Date each Portfolio will distribute in liquidation the
Successor Portfolio Units of each class to each Unitholder of record, determined
as of the close of business on the Closing Date, of the corresponding class of
the Portfolio pro rata in proportion to such Unitholder's beneficial interest in
that class and in exchange for that Unitholder's Units. Such distribution will
be accomplished by the transfer of the Successor Portfolio Units then credited
to the account of each Portfolio on the Unit records of the Trust to open
accounts on those records in the names of such Portfolio Unitholders and
representing the respective pro rata number of each class of the Successor
Portfolio Units received from the Successor Portfolios which is due to such
Portfolio Unitholders. Fractional Successor Portfolio Units shall be rounded to
the third place after the decimal point.
1.5 Ownership of the Successor Portfolio Units by each Successor Portfolio
Unitholder shall be recorded separately on the books of The Northern Trust
Company ("Northern Trust"), as the Trust's transfer agent.
1.6 Any transfer taxes payable upon the issuance of Successor Portfolio
Units in a name other than the registered holder of the Portfolio Units on the
books of any Portfolio shall be paid by the person to whom such Successor
Portfolio Units are to be distributed as a condition of such transfer.
1.7 The legal existence of each Portfolio and the Registrant shall be
terminated as promptly as reasonably practicable after the Closing Date. After
the Closing Date, each Portfolio and the Registrant shall not conduct any
business except in connection with its liquidation and termination.
2. VALUATION
2.1 The value of each Portfolio's assets to be acquired by the Trust on
behalf of the corresponding Successor Portfolio hereunder shall be the net asset
value computed as of the valuation time provided in the Portfolio's
prospectus(es) on the Closing Date using the valuation procedures set forth in
the Portfolio's current prospectus(es) and statement of additional information.
2.2 The value of full and fractional Successor Portfolio Units of each
class to be issued in exchange for each Portfolio's assets shall be equal to the
value of the net assets of the corresponding class of such Portfolio on the
Closing Date, and the number of such Successor Portfolio Units of each class
shall equal the number of full and fractional Portfolio Units outstanding on the
Closing Date.
2.3 All computations of value shall be made by Northern Trust (the
"Custodian"), as custodian for the Portfolios and the Trust.
3. CLOSING AND CLOSING DATE
3.1 The transfer of each Portfolio's assets in exchange for the assumption
by the corresponding Successor Portfolio of the Portfolio's liabilities and the
issuance of Successor Portfolio Units to the Portfolio, as described above,
together with related acts necessary to consummate such acts (the "Closing"),
shall occur at the offices of [Goldman, Sachs & Co., 4900 Sears Tower, Chicago,
Illinois 60606] on [March 31], 199[8] ("Closing Date")[Confirm], or at such
other place or date as the parties may agree in writing.
3.2 At the Closing each party shall deliver to the other such bills of
sale, checks, assignments, stock certificates, receipts or other documents as
such other party or its counsel may reasonably request.
31
<PAGE>
4. REPRESENTATIONS AND WARRANTIES
4.1 Registrant represents and warrants, on behalf of itself and each
Portfolio, as follows:
4.1.A. At the Closing Date, Registrant, on behalf of the Portfolios,
will have good and marketable title to the assets to be transferred to the
Trust, on behalf of the Successor Portfolios, pursuant to paragraph 1.1, and
will have full right, power and authority to sell, assign, transfer and deliver
such assets hereunder. Upon delivery and in payment for such assets, the Trust
on behalf of the Successor Portfolios will acquire good and marketable title
thereto subject to no restrictions on the full transfer thereof, including such
restrictions as might arise under the Securities Act of 1933, as amended (the
"1933 Act");
4.1.B. The execution, delivery and performance of this Agreement will
have been duly authorized prior to the Closing Date by all necessary action on
the part of Registrant. This Agreement constitutes a valid and binding
obligation of Registrant and each Portfolio enforceable in accordance with its
terms, subject to the approval of each Portfolio's Unitholders;
4.1.C. No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the Registrant, on
behalf of the Portfolios, of the transactions contemplated herein, except such
as shall have been obtained prior to the Closing Date; and
4.1.D. The Registrant will file with the SEC proxy materials (the
"Proxy Statement") complying in all material respects with the requirements of
the Securities Exchange Act of 1934, as amended, the 1940 Act, and applicable
rules and regulations thereunder, relating to a meeting of its Unitholders to be
called to consider and act upon the transactions contemplated herein.
4.2 The Trust represents and warrants, on behalf of itself and each
Successor Portfolio, as follows:
4.2.A. Successor Portfolio Units issued in connection with the
transactions contemplated herein will be duly and validly issued and outstanding
and fully paid and non-assessable by the Trust;
4.2.B. The execution, delivery and performance of this Agreement has
been duly authorized by all necessary action on the part of the Trust, and this
Agreement constitutes a valid and binding obligation of the Trust and each
Successor Portfolio enforceable against the Trust and each Successor Portfolio
in accordance with its terms;
4.2.C. No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the Trust or the
Successor Portfolios of the transactions contemplated herein, except such as
shall have been obtained prior to the Closing Date; and
4.2.D The Trust, on behalf of the Successor Portfolios, shall use all
reasonable efforts to obtain the approvals and authorizations required by the
1933 Act, the 1940 Act and such state securities laws as it may deem appropriate
in order to operate after the Closing Date.
5. CONDITIONS PRECEDENT TO OBLIGATIONS OF REGISTRANT, THE PORTFOLIOS, THE
TRUST AND THE SUCCESSOR PORTFOLIOS
The obligations of Registrant, the Portfolios, the Trust and the Successor
Portfolios are each subject to the conditions that on or before the Closing
Date:
5.1 This Agreement and the transactions contemplated herein shall have
been approved by the Trustees of the Registrant and the Trust and by the
requisite vote of the Registrant's Unitholders in accordance with applicable
law;
5.2 All consents of other parties and all other consents, orders and
permits of federal, state and local regulatory authorities (including those of
the Securities and Exchange Commission and of state securities authorities)
32
<PAGE>
deemed necessary by the Trust or Registrant to permit consummation, in all
material respects, of the transactions contemplated hereby shall have been
obtained, except where failure to obtain any such consent, order or permit would
not involve a risk of a material adverse effect on the assets or properties of
the Trust, Portfolios, Registrant or Successor Portfolios, provided that either
party hereto may waive any of such conditions for itself or its respective
series;
5.3 The Registrant and the Trust shall have received on or before the
Closing Date an opinion of Drinker Biddle & Reath LLP satisfactory to them,
substantially to the effect that for federal income tax purposes:
5.3.A. The acquisition of all of the assets of each Portfolio by its
corresponding Successor Portfolio solely in exchange for the issuance of
Successor Portfolio Units to the Portfolio and the assumption by the
Successor Portfolio of all of the liabilities of the Portfolio, followed by
the distribution in liquidation by the Portfolio of such Successor
Portfolio Units to the Portfolio Unitholders in exchange for their
Portfolio Units and the termination of the Portfolio, will constitute a
reorganization within the meaning of Section 368(a)(1)(F) of the Code, and
the Portfolio and the Successor Portfolio will each be "a party to a
reorganization" within the meaning of Section 368(b) of the Code;
5.3.B. No gain or loss will be recognized by any Portfolio upon (i)
the transfer of all of its assets to its corresponding Successor Portfolio
solely in exchange for the issuance of Successor Portfolio Units to the
Portfolio and the assumption by the Successor Portfolio of the Portfolio's
liabilities and (ii) the distribution by the Portfolio of such Successor
Portfolio Units to the Portfolio Unitholders;
5.3.C. No gain or loss will be recognized by any Successor Portfolio
upon its receipt of all of the corresponding Portfolio's assets solely in
exchange for the issuance of the Successor Portfolio Units to the Portfolio
and the assumption by the Successor Portfolio of all of the liabilities of
the Portfolio;
5.3.D. The tax basis of the assets acquired by a Successor Portfolio
from its corresponding Portfolio will be, in each instance, the same as the
tax basis of those assets in the Portfolio's hands immediately prior to the
transfer;
5.3.E. The tax holding period of the assets of each Portfolio in the
hands of its corresponding Successor Portfolio will, in each instance,
include the Portfolio's tax holding period for those assets;
5.3.F. Each Portfolio's Unitholders will not recognize gain or loss
upon the exchange of all of their Units of the Portfolio solely for
Successor Portfolio Units as part of the transaction;
5.3.G. The tax basis of the Successor Portfolio Units received by
Portfolio Unitholders in the transaction will be, for each Unitholder, the
same as the tax basis of the Portfolio Units surrendered in exchange
therefor; and
5.3.H. The tax holding period of the Successor Portfolio Units
received by Portfolio Unitholders will include, for each Unitholder, the
tax holding period for the Portfolio Units surrendered in exchange
therefor, provided that such Portfolio Units were held as capital assets on
the date of the exchange.
The Registrant and the Trust each agree to make and provide representations
with respect to the Portfolios and the Successor Portfolios, respectively, which
are reasonably necessary to enable Drinker Biddle & Reath LLP to deliver an
opinion substantially as set forth in this paragraph 5.3, which opinion may
address such other federal income tax consequences, if any, that Drinker Biddle
& Reath LLP believes to be material to the Reorganization.
6. BROKERAGE FEES
The Trust, on behalf of the Successor Portfolios, and Registrant, on behalf
of the Portfolios, each represent and warrant to the other that there are no
broker's or finder's fees payable in connection with the transactions
contemplated hereby.
33
<PAGE>
7. TERMINATION
This Agreement may be terminated by the mutual agreement of the Trust and
Registrant and the parties may abandon the reorganization contemplated hereby,
notwithstanding approval thereof by the Unitholders of the Registrant, at any
time prior to Closing, if circumstances should develop that, in the parties
judgment, make proceeding with the Agreement inadvisable.
8. AMENDMENT
This Agreement may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by the parties; provided, however, that
following the approval of this Agreement by any Portfolio's Unitholders, no such
amendment may have the effect of changing the provisions for determining the
number of Successor Portfolio Units to be paid to that Portfolio's Unitholders
under this Agreement to the detriment of such Portfolio Unitholders without
their further approval. Without limiting the foregoing, in the event Unitholder
approval of this Agreement and the transactions contemplated herein is obtained
with respect to one or more Portfolios but not with respect to other Portfolios,
with the result that the transactions contemplated by this Agreement may be
consummated with respect to one or more, but not all, of the Portfolios, the
Board of Trustees of the Registrant may, in the exercise of its sole and
unilateral discretion, determine to either abandon this Agreement with respect
to all of the Portfolios or direct that the transactions described herein be
consummated to the degree the Board deems advisable and to the degree such
transactions may be lawfully effected.
9. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; SURVIVAL; WAIVER
9.1 The article and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
9.2 This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
9.3 This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.
9.4 This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. Nothing herein
expressed or implied is intended or shall be construed to confer upon or give
any person, firm or corporation other than the parties hereto and their
respective successors and assigns any rights or remedies under or by reason of
this Agreement.
9.5 All persons dealing with the Trust, the Portfolios, Registrant or the
Successor Portfolios must look solely to the property of the Trust, the
Portfolios, Registrant or the Successor Portfolios, respectively, for the
enforcement of any claims against the Trust, the Portfolios, Registrant or the
Successor Portfolios, as neither the Trustees, officers, agents nor Unitholders
of the Trust or Registrant assume any personal liability for obligations entered
into on behalf of the Trust or Registrant, respectively. No series of Registrant
or the Trust shall be responsible for any obligations assumed by or on behalf of
any other series of Registrant or the Trust under this Agreement.
9.6 The representations, warranties, covenants and agreements of the
parties contained herein shall not survive the Closing Date, except for the
provisions of Section 1.7.
9.7 The Trust or the Registrant, after consultation with their respective
counsel and by consent of their respective Boards of Trustees, Executive
Committees or an officer authorized by such Boards of Trustees, may waive any
condition to their respective obligations hereunder if, in their or such
officer's judgment, such waiver will not have a material adverse effect on the
interests of the Unitholders of the Trust and the Registrant.
34
<PAGE>
10. NOTICES
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to the Registrant or the Trust,
each at Goldman, Sachs & Co., 4900 Sears Tower, Chicago, Illinois 60606,
Attention: Secretary.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed by its duly authorized officer.
THE BENCHMARK TRUST, a Delaware business trust, on
behalf of the following series:
By:__________________________________
Title:________________________________
THE BENCHMARK TRUST, a Massachusetts business trust,
on behalf of the following series:
By:__________________________________
Title:________________________________
35
<PAGE>
APPENDIX E
THE BENCHMARK FUNDS
INVESTMENT ADVISORY AGREEMENT
(International Growth Portfolio)
AGREEMENT made this ____ day of ________, 199_ between THE BENCHMARK FUNDS,
a Massachusetts business trust (the "Trust"), THE NORTHERN TRUST COMPANY, an
Illinois state bank ("Northern") and, RCB Trust Company, a Connecticut state-
chartered trust company ("RCB Trust").
WITNESSETH:
----------
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue units of beneficial interest
("Units") in separate series with each such series representing interests in a
separate portfolio of securities and other assets; and
WHEREAS, the Trust presently offers Units in a portfolio known as the
International Growth Portfolio (such Portfolio (the "Current Portfolio")
together with all other portfolios hereafter made subject to this Agreement
being herein collectively referred to as the "Portfolios"); and
WHEREAS, the Trust desires to retain Northern and RCB Trust (the
"Advisers") to render investment advisory services to the Current Portfolio as
indicated below and the Advisers are willing to so render such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, the parties hereto agree as follows:
1. Appointment of Advisers.
(a) The Trust hereby appoints the Advisers to act as investment
advisers to the Current Portfolio for the period and on the
terms herein set forth. The Advisers hereby accept such
appointment and agree to render the services herein set
forth for the compensation herein provided.
(b) In the event that the Trust establishes one or more
portfolios other than the Current Portfolio with respect to
which it desires to retain the Advisers to act as investment
advisers hereunder, it shall notify the Advisers in writing.
If the Advisers are willing to render such services under
this Agreement they shall notify the Trust in writing
whereupon such portfolio shall become a Portfolio hereunder
and shall be subject to the provisions of this Agreement to
the same extent as the Current Portfolio except to the
extent that said provisions (including those relating to the
compensation payable by the Trust to the Advisers) are
modified with respect to such Portfolio in writing by the
Trust and the Advisers at the time.
2. Delivery of Documents. The Trust has delivered (or will deliver
as soon as is possible) to the Advisers copies of each of the following
documents:
(a) Agreement and Declaration of Trust dated as of July 15,
1982, together with all Amendments thereto (such Agreement
and Declaration of Trust, as presently in effect and as
amended from time to time, is herein called the "Trust
36
<PAGE>
Agreement"), copies of which are also on file with the
Secretary of The Commonwealth of Massachusetts;
(b) By-Laws of the Trust (such By-Laws, as presently in effect
and as amended from time to time, are herein called the "By-
Laws");
(c) Administration Agreement between the Trust and its
Administrator;
(d) Distribution Agreement between the Trust and its
Distributor;
(e) Custodian Agreement between the Trust and its Custodian;
(f) Transfer Agency Agreement between the Trust and its Transfer
Agent;
(g) The Trust's Unitholder Servicing Plan and related Servicing
Agreements;
(h) Prospectus and Statement of Additional Information for the
Current Portfolio (such Prospectus and Statement of
Additional Information, as presently in effect and as
amended, supplemented and/or superseded from time to time,
is herein called the "Prospectus" and "Statement of
Additional Information," respectively); and
(i) Post-Effective Amendment No. 34 to the Trust's Registration
Statement on Form N-1A (No. 2-80543) under the Securities
Act of 1933 (the "1933 Act") and Amendment No. 35 to the
Trust's Registration Statement on such form (No. 811-3605)
under the 1940 Act filed as a single document with the
Securities and Exchange Commission (the "Commission") (such
Registration Statement, as presently in effect and as
amended from time to time, is herein called the
"Registration Statement").
The Trust agrees to promptly furnish the Advisers from time to time
with copies of all amendments of or supplements to or otherwise current versions
of any of the foregoing documents not heretofore furnished.
3. Duties of Advisers and Delegation.
(a) Subject to the general supervision of the Trustees of the
Trust, the Advisers shall provide for the management of the
investment operations of a Portfolio and the composition of
a Portfolio's assets, including the purchase, retention and
disposition thereof. In this regard, the Adviser shall
provide for:
(i) a continuous investment program for a Portfolio, the
determination from time to time of which investments or
securities will be purchased, retained or sold by a
Portfolio and which portion of the assets will be
invested or held uninvested as cash, and the
supervision of a Portfolio's assets; and
(ii) the placement of orders for a Portfolio 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 dealing. Any person executing
portfolio transactions or selecting brokers or dealers
for a Portfolio shall use its best judgment to obtain
the best overall terms available. In assessing the
best overall terms available for any transaction, all
factors deemed relevant may be considered, including
37
<PAGE>
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 brokerage and research services (as
those terms are defined in section 28(e) of the
Securities Exchange Act of 1934) provided to the
Portfolio and/or other accounts over which an Adviser,
sub-adviser and/or affiliate exercises investment
discretion may be considered. In addition, any person
executing portfolio transactions may, 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 it, 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 in the manner considered to be most equitable
and consistent with the fiduciary obligations owed to
the Portfolio and to such other accounts.
(b) The Advisers shall perform their duties under this Agreement
either by taking such actions themselves or by delegating
some or all of their duties to one or more sub-advisers
pursuant to a written sub-advisory agreement or agreements.
Each such sub-advisory agreement shall be approved by the
Board of Trustees of the Trust and the unitholders of the
Portfolio in accordance with and to the extent required by
the 1940 Act or any rule or order of the Securities and
Exchange Commission. The Advisers will be solely
responsible for payment of any fees, compensation or
expenses to any such sub-adviser under any such sub-advisory
agreement, and a Portfolio shall have no liability therefor.
Notwithstanding the delegation of any of their duties to any
sub-adviser, the Advisers, subject to review and approval by
the Board of Trustees of the Trust, shall:
(i) set a Portfolio's overall investment strategies;
(ii) monitor and evaluate the performance of sub-
advisers;
(iii) recommend to the Board of Trustees whether an
agreement with any proposed or current sub-adviser
should be approved, modified or terminated;
(iv) as deemed appropriate by the Advisers, allocate
and re-allocate a Portfolio's assets among sub-
advisers; and
(v) oversee compliance by a Portfolio's sub-advisers
with the Portfolio's investment objective,
policies and restrictions.
4. Other Covenants.
(a) The Advisers, in connection with their rights and duties
with respect to a Portfolio,
(i) shall use the care, skill, prudence and diligence under
the circumstances then prevailing that a prudent person
acting in a like capacity and
38
<PAGE>
familiar with such matters would use in the conduct of
an enterprise of a like character and with like aims;
and
(ii) shall act in conformity with the Trust Agreement, By-
Laws, Registration Statement, Prospectus and Statement
of Additional Information, the instructions and
directions of the Trustees of the Trust, and will use
their best efforts to comply with and conform to the
requirements of the 1940 Act and all other applicable
federal and state laws, regulations and rulings.
(b) The Advisers shall:
(i) comply with all applicable Rules and Regulations of the
Securities and Exchange Commission and will in addition
conduct their activities under this Agreement in
accordance with other applicable law; and
(ii) maintain a policy and practice of conducting their
investment advisory services hereunder independently of
the commercial banking operations of Northern and any
of its affiliated banks. When investment
recommendations are made for a Portfolio, the
investment advisory personnel will not inquire or take
into consideration whether the issuer of securities
proposed for purchase or sale for the Portfolio's
account are customers of the commercial banking
department of Northern or any of its affiliated banks.
(c) The Advisers shall not, unless permitted by the Securities
and Exchange Commission:
(i) permit a Portfolio to execute transactions with
Northern or Goldman Sachs & Co.; or
(ii) permit a Portfolio to purchase certificates of deposit
of Northern or its affiliate banks, commercial paper
issued by Northern's parent holding company or other
securities issued or guaranteed by Northern, its parent
holding company or their subsidiaries or affiliates.
(d) The Advisers shall render to the Trustees of the Trust such
periodic and special reports as the Trustees may reasonably
request.
(e) The services of the Advisers hereunder are not deemed
exclusive and the Advisers shall be free to render similar
services to others (including other investment companies) so
long as their services under this Agreement are not impaired
thereby.
5. Expenses. During the term of this Agreement, the Advisers shall
pay all costs incurred by them in connection with the performance of their
duties under this Agreement, other than the cost (including taxes, brokerage
commissions and other transactions costs, if any) of securities purchased or
sold for a Portfolio.
39
<PAGE>
6. Compensation.
(a) For the services provided and the expenses assumed by the
Advisers pursuant to this Agreement with respect to the
Current Portfolio, the Trust shall pay as full compensation
therefor a fee to the Advisers at an annual rate of 1.00% of
the Current Portfolio's average net assets.
(b) The fee shall be computed based on net assets on each day
and shall be paid to the Advisers monthly. Such fee as is
attributable to a Portfolio shall be a separate charge to
the Portfolio and shall be the several (and not joint or
joint and several) obligation of the Portfolio.
7. Books and Records. The Advisers agree to maintain, and preserve
for the periods prescribed by Rule 31a-2 of the Commission under the 1940 Act,
such records as are required to be maintained by Rule 31a-1 of the Commission
under the 1940 Act (other than clause (b)(4) and paragraphs (c), (d) and (e)
thereof). The Advisers further agree that all records which they maintain for
the Trust are the property of the Trust and they shall surrender promptly to the
Trust any of such records upon the Trust's request.
8. Indemnification.
(a) The Trust hereby agrees to indemnify and hold harmless the
Advisers, their directors, officers, and employees and each
person, if any, who controls either of them (collectively,
the "Indemnified Parties") against any and all losses,
claims, damages or liabilities, joint or several, to which
they or any of them may become subject under the 1933 Act,
the Securities Exchange Act of 1934 or other federal or
state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or
are based upon:
(i) any untrue statement or alleged untrue statement of a
material fact or any omission or alleged omission to
state a material fact required to be stated or
necessary to make the statements made not misleading in
the Registration Statement, the Prospectus, the
Statement of Additional Information, or any application
or other document filed in connection with the
qualification of the Trust or Units of the Trust under
the Blue Sky or securities laws of any jurisdiction
("Application"), except insofar as such losses, claims,
damages or liabilities (or actions in respect thereof)
arise out of or are based upon any such untrue
statement or omission or alleged untrue statement or
omission either pertaining to a breach of the Advisers'
duties in connection with this Agreement or made in
reliance upon and in conformity with information
furnished by, through or on behalf of the Advisers for
use in connection with the Registration Statement, any
Application, the Prospectus or the Statement of
Additional Information; or
(ii) subject to clause (i) above, the Advisers acting in
accordance with the terms hereof;
and the Trust shall reimburse each Indemnified Party for any
legal or other expense incurred by such Indemnified Party in
connection with investigating or defending any such loss,
claim, damages, liability or action.
40
<PAGE>
(b) If the indemnification provided for in paragraph 7(a) is due
in accordance with the terms of such paragraph but is for
any reason held by a court to be unavailable from the Trust,
then the Trust shall contribute to the aggregate amount paid
or payable by the Trust and the Indemnified Parties as a
result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as
appropriate to reflect (i) the relative benefits received by
the Trust and such Indemnified Parties in connection with
the operation of the Trust, (ii) the relative fault of the
Trust and such Indemnified Parties, and (iii) any other
relevant equitable considerations. The Trust and the
Advisers agree that it would not be just and equitable if
contribution pursuant to this subparagraph (b) were
determined by pro rata allocation or other method of
allocation which does not take account of the equitable
considerations referred to above in this subparagraph (b).
The amount paid or payable as a result of the losses,
claims, damages or liabilities (or actions in respect
thereof) referred to above in this subparagraph (b) shall be
deemed to include any legal or other expense incurred by the
Trust and the Indemnified Parties in connection with
investigating or defending any such loss, claim, damage,
liability or action. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent
misrepresentation.
(c) It is understood, however, that nothing in this paragraph 7
shall protect any Indemnified Party against, or entitle any
Indemnified Party to indemnification against, or
contribution with respect to, any liability to the Trust or
its Unitholders to which such Indemnified Party is subject,
by reason of its willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of
a reckless disregard to its obligations and duties, under
this Agreement or otherwise, to an extent or in a manner
inconsistent with Section 17 of the 1940 Act.
9. Duration and Termination. Insofar as the holders of Units
representing the interests in the Current Portfolio are affected by this
Agreement, it shall continue, unless sooner terminated as provided herein, until
April 30 of the year following the year first above written, and, insofar as the
holders of Units representing the interests in each of the other Portfolios are
affected by this Agreement, it (as supplemented by the terms specified in any
notice and agreement pursuant to paragraph 1(b) hereof) shall continue (assuming
approval by the initial holder(s) of Units of such Portfolio) until April 30 of
the year following the year in which the Portfolio becomes a Portfolio
hereunder, and with respect to each Portfolio thereafter shall continue
automatically for periods of one year so long as each such latter continuance is
approved at least annually (a) by the vote of a majority of the Trustees of the
Trust who are not parties to this Agreement or interested persons (as defined by
the 1940 Act) of any such party, cast in person at a meeting called for the
purpose of voting on such approval, and (b) by the Trustees of the Trust or by
vote of a majority of the outstanding Units (as defined with respect to voting
securities in the 1940 Act) representing the interests in such Portfolio;
provided, however, that this Agreement may be terminated by the Trust as to any
Portfolio at any time, without the payment of any penalty, by vote of a majority
of the Trustees of the Trust or by vote of a majority of the outstanding Units
(as so defined) representing the interests in the Portfolio affected thereby on
60 days' written notice to the Advisers, or by the Advisers at any time, without
the payment of any penalty, on 60 days' written notice to the Trust. This
Agreement shall automatically and immediately terminate in the event of its
assignment (as defined by the 1940 Act).
10. Name of the Trust. Northern agrees that the name "The Benchmark"
may be used in the name of the Portfolio and that such name, any related logos
and any service marks containing the words "The Benchmark" may be used in
connection with the Portfolio's business only for so long as this Agreement
(including any continuance or amendment hereof) remains in effect and that such
use shall be royalty free. At such time as this Agreement shall no longer be in
effect, the Portfolio shall cease such use. The Trust acknowledges that it has
no rights to the name "The Benchmark," such logos or service marks other than
those granted in this paragraph and
41
<PAGE>
that Northern reserves to itself the right to grant the nonexclusive right to
use the name "The Benchmark," such logos or service marks to any other person,
including, but not limited to, another investment company.
11. Status of Advisers as Independent Contractors. The Advisers
shall for all purposes herein be deemed to be an independent contractor and
shall, unless otherwise expressly provided herein or authorized by the Trustees
of the Trust from time to time, have no authority to act for or represent the
Trust in any way or otherwise be deemed agents of the Trust.
12. Amendment of Agreement. This Agreement may be amended by mutual
consent, but the consent of the Trust must be approved (a) by vote of a majority
of those Trustees of the Trust who are not parties to this Agreement or
interested persons (as defined in the 1940 Act) of any such party, cast in
person at a meeting called for the purpose of voting on such amendment, and (b)
by vote of a majority of the outstanding Units (as defined with respect to
voting securities by the 1940 Act) representing the interests in each Portfolio
affected by such amendment.
13. Unitholder Liability. This Agreement is executed by or on behalf
of the Trust with respect to each Portfolio and the obligations hereunder are
not binding upon any of the Trustees, officers or Unitholders of the Trust
individually but are binding only upon the Trust and its assets and property.
All obligations of the Trust under this Agreement shall apply only on a
Portfolio-by-Portfolio basis, and the assets of one Portfolio shall not be
liable for the obligations of another Portfolio.
14. Miscellaneous. The Trust's Declaration of Trust as amended to
date is on file with the Secretary of The Commonwealth of Massachusetts. The
captions in this Agreement are included for convenience of reference only and in
no way define or delimit any of the provisions hereof or otherwise affect their
construction or effect. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. This Agreement shall be construed
in accordance with applicable federal law and (except as to paragraph 12 hereof
which shall be construed in accordance with the laws of The Commonwealth of
Massachusetts) the laws of the State of Illinois and shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
(subject to the last sentence of paragraph 8) and, to the extent provided in
paragraph 7 hereof, each Indemnified Party. Anything herein to the contrary
notwithstanding, this Agreement shall not be construed to require, or to impose
any duty upon, any party to do anything in violation of any applicable laws or
regulations. Any provision in this Agreement requiring compliance with any
statute or regulation shall mean such statute or regulation as amended and in
effect from time to time.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed as of the day and year first above written.
[SIGNATURES AND SEALS OMITTED]
42
<PAGE>
APPENDIX F
Principal Executive Officers and Directors of Northern Trust as of June 30:
- ---------------------------------------------------------------------------
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
Principal Occupation (if other
than occupation as officer
and/or director of Northern
Trust)
Position with
Name Northern Trust
- -------------------------------------------------------------------------------------
<S> <C> <C>
Gregg D. Behrens Executive Vice President N/A
- -------------------------------------------------------------------------------------
J. David Brock Executive Vice President N/A
- -------------------------------------------------------------------------------------
Duane L. Burnham Director Chairman and Chief Executive
Officer, Abbott Laboratories
- -------------------------------------------------------------------------------------
Dolores E. Cross Director President, Chicago State
University
- -------------------------------------------------------------------------------------
Susan Crown Director Vice President, Henry Crown
and Company
- -------------------------------------------------------------------------------------
John R. Goodwin Vice President N/A
- -------------------------------------------------------------------------------------
Robert S. Hamada Director Professor of Finance and Dean,
The University of Chicago
Graduate School of Business
- -------------------------------------------------------------------------------------
Barry G. Hastings President, Chief President, Chief Operating
Operating Officer and Director, Northern
Officer and Director Trust Corporation
- -------------------------------------------------------------------------------------
Robert A. Helman Director Partner, Mayer Brown & Platt
- -------------------------------------------------------------------------------------
Arthur L. Kelly Director Managing Partner, KEL
Enterprises Ltd.
- -------------------------------------------------------------------------------------
Frederick A. Krehbiel Director Chairman and Chief Executive
Officer, Molex Incorporated
- -------------------------------------------------------------------------------------
Robert A. LaFleur Senior Vice President N/A
- -------------------------------------------------------------------------------------
Thomas L. Mallman Senior Vice President N/A
- -------------------------------------------------------------------------------------
John V.N. McClure Executive Vice President N/A
- -------------------------------------------------------------------------------------
James J. Mitchell, III Executive Vice President Executive Vice President,
Northern Trust Corporation
- -------------------------------------------------------------------------------------
William G. Mitchell Director Retired Vice Chairman, Centel
Corporation; Director, The
Interlake Corporation and The
Sherwin-Williams Co.
- -------------------------------------------------------------------------------------
Edward J. Mooney Director Chairman, Chief Executive
Officer and President, Nalco
Chemical Company
- -------------------------------------------------------------------------------------
</TABLE>
43
<PAGE>
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------
Principal Occupation (if other
than occupation as officer
and/or director of Northern
Trust
Position with
Name Northern Trust
- ------------------------------------------------------------------------------------
J. Terrance Murray Executive Vice President N/A
- ------------------------------------------------------------------------------------
William A. Osborn Chairman and Chief Chairman and Chief Executive
Executive Officer Officer, Northern Trust
Corporation
- ------------------------------------------------------------------------------------
Sheila A. Penrose Executive Vice President Executive Vice President,
Northern Trust Corporation
- ------------------------------------------------------------------------------------
Perry R. Pero Senior Executive Vice Senior Executive Vice
President and Chief President
Financial Officer and Chief Financial Officer,
Northern Trust Corporation
- ------------------------------------------------------------------------------------
Donald L. Raiff Senior Vice President N/A
- ------------------------------------------------------------------------------------
Peter L. Rossiter Executive Vice President, Executive Vice President,
General Counsel and General Counsel and Secretary,
Secretary Northern Trust Corporation
- ------------------------------------------------------------------------------------
Harold B. Smith Director Chairman of the Executive
Committee, Illinois Tool Works
Inc.
- ------------------------------------------------------------------------------------
William D. Smithburg Director Chairman, President and Chief
Executive Officer, The Quaker
Oats Company
- ------------------------------------------------------------------------------------
James M. Snyder Executive Vice President Executive Vice President,
Northern Trust Corporation
- ------------------------------------------------------------------------------------
Mark Stevens Executive Vice President Executive Vice President,
Northern Trust Corporation
- ------------------------------------------------------------------------------------
Bide L. Thomas Director Retired President,
Commonwealth Edison; Director,
R.R. Donnelley & Sons
Company and MYR Group Inc.
- ------------------------------------------------------------------------------------
William S. Trukenbrod Executive Vice President Executive Vice President;
Northern Trust Corporation
- ------------------------------------------------------------------------------------
Jeffrey H. Wessel Executive Vice President N/A
- ------------------------------------------------------------------------------------
</TABLE>
44
<PAGE>
Principal Executive Officers and Directors of RCB Trust as of June 30, 1997:
- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
Principal Occupation (if
other than occupation as
officer and/or director of
RCB Trust)
Position with
Name RCB Trust
- ------------------------------------------------------------------------------------
<S> <C> <C>
Edgar W. Barksdale, Jr. Chairman, President and President, Chief Executive
Chief Officer and Director, Northern
Executive Officer Trust Global Advisors, Inc.
("NTGA")
- ------------------------------------------------------------------------------------
William H. Clarkin Executive Vice President Executive Vice President,
NTGA
- ------------------------------------------------------------------------------------
Harold B. Finn III Director Partner, Finn Dixon &
Herling LLP
- ------------------------------------------------------------------------------------
Martlyn R. Freeman Executive Vice President Executive Vice President,
NTGA
- ------------------------------------------------------------------------------------
William L. Green Executive Vice President Executive Vice President,
NTGA
- ------------------------------------------------------------------------------------
George F. Keane Director Retired Chief Executive
Officer, Endowment Advisers
and The Common Fund;
Chairman, Trigen Energy;
Director, Nicholas-Applegate
Investment Trust, The
Bramwell Funds and The
Universal Bond Fund;
Advisor, Associated Energy
Managers; Member,
Investment Advisory
Committee of the New York
State Common Retirement
Fund; Chairman, Investment
Committee of the United
Negro College Fund and
School, College and
University Underwriters, Ltd.
- ------------------------------------------------------------------------------------
Elizabeth A. Knope Executive Vice President Executive Vice President,
NTGA
- ------------------------------------------------------------------------------------
David M. Mace Executive Vice President Executive Vice President,
NTGA
- ------------------------------------------------------------------------------------
</TABLE>
45
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation (if
other than occupation as
officer and/or director of
RCB Trust)
Position with
Name RCB Trust
- ---------------------------------------------------------------------------------------
<S> <C> <C>
John J. Mackowski Director Retired Chairman and Chief
Executive Officer, Atlantic
Mutual Companies of New
York; Director, Transatlantic
Holdings Inc. and F.W.
Woolworth Company
- ---------------------------------------------------------------------------------------
Eugene P. Markowski Director, Executive Vice Director, Executive Vice
President, Comptroller, President, Treasurer,
Treasurer, Secretary, Chief Secretary, Chief Financial
Financial Officer and Chief Officer and Chief Operating
Operating Officer Officer
- ---------------------------------------------------------------------------------------
Robert J. Russell Executive Vice President Executive Vice President
NTGA
- ---------------------------------------------------------------------------------------
</TABLE>
46
<PAGE>
THE BENCHMARK FUNDS
[Individual Fund Name]
4900 Sears Tower
Chicago, Illinois 60606
This proxy is solicited on behalf of the Board of Trustees of The Benchmark
Funds for the Special Meeting of Unitholders (the "Meeting") to be held on
[September 2,] 1997. The undersigned hereby appoints Pauline Taylor, Nancy
Mucker, John Mosior and Michael Richman, and each of them, attorneys and proxies
for the undersigned, with full power of substitution and revocation to represent
the undersigned and to vote on behalf of the undersigned all Units of the above-
named investment portfolio of The Benchmark Funds which the undersigned holds of
record on July [8,] 1997 and is entitled to vote at the Meeting to be held at
the offices of [Goldman, Sachs & Co., 4900 Sears Tower, Chicago, Illinois,
60606] on [September 2,] 1997, at [9:30 a.m., Central Standard Time,] and at any
adjournments thereof. The undersigned hereby acknowledges receipt of the Notice
of the Special Meeting of Unitholders and accompanying Proxy Statement and
hereby instructs said attorneys and proxies to vote said Units as indicated
hereon. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting. A majority of the proxies
present and acting at the Meeting in person or by substitute (or, if only one
shall be present, then that one) shall have and may exercise all of the power
and authority of said proxies hereunder. The undersigned hereby revokes any
proxy previously given.
PLEASE SIGN AND DATE THE PROXY CARD, RETURN THE BOTTOM PORTION WITH YOUR VOTE IN
THE ENCLOSED ENVELOPE AND RETAIN THE TOP PORTION. Place the ballot so that the
return address, located on the reverse side of the mail-in stub, appears through
the window of the envelope. [Confirm form of envelope.]
Please indicate your vote by an "X" in the appropriate box on the reverse side.
This proxy, if properly executed, will be voted in the manner directed by the
Unitholder. If no direction is made, this proxy will be voted FOR all
Proposals. Please refer to the Proxy Statement for a discussion of the
Proposals.
47
<PAGE>
PLEASE MARK VOTES For Withheld For All Except
AS IN THIS EXAMPLE
1. Election of eight Trustees. [_] [_] [_]
INSTRUCTION To withhold
authority to vote for any
individual nominee, strike a
line through his/her name in
the list below:
Richard G. Cline, Edward J. Condon, John W. English,
James J. Gavin, Jr., Sandra P. Guthman, Frederick T.
Kelsey, William H. Springer, Richard R. Strubel
For Withheld Abstain
2. Ratification of the selection [_] [_] [_]
and Ernst & Young LLP as
the independent auditors of
the Trust for the fiscal year
ending November 30, 1997.
3. Approval of an Agreement [_] [_] [_]
and Plan of Reorganization.
4a. Approval of a new [_] [_] [_]
fundamental investment
policy regarding investments
in other investment company
securities.
4b. Approval of related [_] [_] [_]
amendment to the Trust's
Declaration of Trust.
5. Approval of amendment to [_] [_] [_]
fundamental investment
restriction on issuer
diversification. (Each
Portfolio except
International Bond
Portfolio.)
6. Approval of a new [_] [_] [_]
investment advisory
agreement with The
Northern Trust Company
and RCB Trust Company, a
subsidiary of Northern
Trust Global Advisors,
Inc., which will allow the
International Growth
Portfolio to implement a
"manager of managers"
structure and enter into
sub-advisory agreements in
the future without obtaining
further Unitholder
approval. (International Growth
Portfolio only.)
48
<PAGE>
-----------------
Please be sure to sign and date this Date
Proxy.
-----------------
----------------------------------------------------------
_____________________________ ______________
Unitholder sign here Co-owner sign here
----------------------------------------------------------
Please sign exactly as your name appears on this proxy. If joint owners,
EITHER may sign this proxy. When signing as attorney, executor,
administrator, trustee, guardian or corporate officer, please give your
full title.
49
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 1
<NAME> DIVERSIFIED ASSETS PORTFOLIO
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 3,250,451
<INVESTMENTS-AT-VALUE> 3,250,451
<RECEIVABLES> 122,180
<ASSETS-OTHER> 3
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,372,634
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 193,105
<TOTAL-LIABILITIES> 193,105
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,181,103
<SHARES-COMMON-STOCK> 3,181,103
<SHARES-COMMON-PRIOR> 2,610,347
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (1,574)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 3,179,529
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 173,018
<OTHER-INCOME> 0
<EXPENSES-NET> (10,710)
<NET-INVESTMENT-INCOME> 162,308
<REALIZED-GAINS-CURRENT> 327
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 162,635
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (162,308)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 42,285,142
<NUMBER-OF-SHARES-REDEEMED> (41,717,147)
<SHARES-REINVESTED> 860
<NET-CHANGE-IN-ASSETS> 569,182
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (1,901)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 7,832
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 10,710
<AVERAGE-NET-ASSETS> 3,132,306
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .05
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .34
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 2
<NAME> GOVERNMENT PORTFOLIO
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 1,276,078
<INVESTMENTS-AT-VALUE> 1,276,078
<RECEIVABLES> 35,714
<ASSETS-OTHER> 2
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,311,794
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 43,279
<TOTAL-LIABILITIES> 43,279
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,268,820
<SHARES-COMMON-STOCK> 1,268,820
<SHARES-COMMON-PRIOR> 851,102
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (305)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,268,515
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 56,872
<OTHER-INCOME> 0
<EXPENSES-NET> (3,664)
<NET-INVESTMENT-INCOME> 53,208
<REALIZED-GAINS-CURRENT> 133
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 53,341
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 53,208
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 12,329,359
<NUMBER-OF-SHARES-REDEEMED> (11,911,641)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 417,851
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (438)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,618
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,970
<AVERAGE-NET-ASSETS> 1,046,887
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .05
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .35
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 3
<NAME> GOVERNMENT SELECT PORTFOLIO
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 846,646
<INVESTMENTS-AT-VALUE> 846,646
<RECEIVABLES> 6,530
<ASSETS-OTHER> 16
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 853,192
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 16,843
<TOTAL-LIABILITIES> 16,843
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 836,425
<SHARES-COMMON-STOCK> 836,425
<SHARES-COMMON-PRIOR> 685,315
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (76)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 836,349
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 41,631
<OTHER-INCOME> 0
<EXPENSES-NET> (1,544)
<NET-INVESTMENT-INCOME> 40,087
<REALIZED-GAINS-CURRENT> 97
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 40,184
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (40,087)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,712,236
<NUMBER-OF-SHARES-REDEEMED> (4,562,089)
<SHARES-REINVESTED> 963
<NET-CHANGE-IN-ASSETS> 151,207
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (173)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,930
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,067
<AVERAGE-NET-ASSETS> 771,960
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .05
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .20
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 4
<NAME> TAX-EXEMPT PORTFOLIO
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 630,541
<INVESTMENTS-AT-VALUE> 630,541
<RECEIVABLES> 27,503
<ASSETS-OTHER> 1
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 658,045
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 19,538
<TOTAL-LIABILITIES> 19,538
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 638,366
<SHARES-COMMON-STOCK> 638,366
<SHARES-COMMON-PRIOR> 803,691
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 141
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 638,507
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 27,703
<OTHER-INCOME> 0
<EXPENSES-NET> (2,642)
<NET-INVESTMENT-INCOME> 25,061
<REALIZED-GAINS-CURRENT> 102
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 25,163
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (25,061)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5,526,968
<NUMBER-OF-SHARES-REDEEMED> (5,692,419)
<SHARES-REINVESTED> 126
<NET-CHANGE-IN-ASSETS> (165,223)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 39
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,885
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,024
<AVERAGE-NET-ASSETS> 753,877
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .03
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .03
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .35
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 6
<NAME> DIVERSIFIED GROWTH PORTFOLIO-CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 106,566
<INVESTMENTS-AT-VALUE> 142,731
<RECEIVABLES> 208
<ASSETS-OTHER> 15
<OTHER-ITEMS-ASSETS> 2
<TOTAL-ASSETS> 142,956
<PAYABLE-FOR-SECURITIES> 382
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 86
<TOTAL-LIABILITIES> 468
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 90,550
<SHARES-COMMON-STOCK> 9,892
<SHARES-COMMON-PRIOR> 12,030
<ACCUMULATED-NII-CURRENT> 1,355
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 14,418
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 36,165
<NET-ASSETS> 142,488
<DIVIDEND-INCOME> 2,151
<INTEREST-INCOME> 146
<OTHER-INCOME> 0
<EXPENSES-NET> (925)
<NET-INVESTMENT-INCOME> 1,372
<REALIZED-GAINS-CURRENT> 14,453
<APPREC-INCREASE-CURRENT> 10,529
<NET-CHANGE-FROM-OPS> 26,354
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,750)
<DISTRIBUTIONS-OF-GAINS> (1,919)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,187
<NUMBER-OF-SHARES-REDEEMED> (3,615)
<SHARES-REINVESTED> 290
<NET-CHANGE-IN-ASSETS> (4,464)
<ACCUMULATED-NII-PRIOR> 1,779
<ACCUMULATED-GAINS-PRIOR> 1,887
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,118
<INTEREST-EXPENSE> 2
<GROSS-EXPENSE> 1,545
<AVERAGE-NET-ASSETS> 139,448
<PER-SHARE-NAV-BEGIN> 12.20
<PER-SHARE-NII> .14
<PER-SHARE-GAIN-APPREC> 2.33
<PER-SHARE-DIVIDEND> (.15)
<PER-SHARE-DISTRIBUTIONS> (.16)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.36
<EXPENSE-RATIO> .66
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 6
<NAME> DIVERSIFIED GROWTH PORTFOLIO-CLASS D
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 106,566
<INVESTMENTS-AT-VALUE> 142,731
<RECEIVABLES> 208
<ASSETS-OTHER> 15
<OTHER-ITEMS-ASSETS> 2
<TOTAL-ASSETS> 142,956
<PAYABLE-FOR-SECURITIES> 382
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 86
<TOTAL-LIABILITIES> 468
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 90,550
<SHARES-COMMON-STOCK> 30
<SHARES-COMMON-PRIOR> 18
<ACCUMULATED-NII-CURRENT> 1,355
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 14,418
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 36,165
<NET-ASSETS> 142,488
<DIVIDEND-INCOME> 2,151
<INTEREST-INCOME> 146
<OTHER-INCOME> 0
<EXPENSES-NET> (925)
<NET-INVESTMENT-INCOME> 1,372
<REALIZED-GAINS-CURRENT> 14,453
<APPREC-INCREASE-CURRENT> 10,529
<NET-CHANGE-FROM-OPS> 26,354
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (2)
<DISTRIBUTIONS-OF-GAINS> (3)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 17
<NUMBER-OF-SHARES-REDEEMED> (6)
<SHARES-REINVESTED> 7
<NET-CHANGE-IN-ASSETS> (4,464)
<ACCUMULATED-NII-PRIOR> 1,779
<ACCUMULATED-GAINS-PRIOR> 1,887
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,118
<INTEREST-EXPENSE> 2
<GROSS-EXPENSE> 1,545
<AVERAGE-NET-ASSETS> 280
<PER-SHARE-NAV-BEGIN> 12.16
<PER-SHARE-NII> .11
<PER-SHARE-GAIN-APPREC> 2.29
<PER-SHARE-DIVIDEND> (.14)
<PER-SHARE-DISTRIBUTIONS> (.16)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.26
<EXPENSE-RATIO> 1.05
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 7
<NAME> EQUITY INDEX PORTFOLIO-CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 541,910
<INVESTMENTS-AT-VALUE> 736,364
<RECEIVABLES> 1,688
<ASSETS-OTHER> 17
<OTHER-ITEMS-ASSETS> 7
<TOTAL-ASSETS> 738,076
<PAYABLE-FOR-SECURITIES> 27
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 311
<TOTAL-LIABILITIES> 338
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 508,982
<SHARES-COMMON-STOCK> 40,255
<SHARES-COMMON-PRIOR> 34,621
<ACCUMULATED-NII-CURRENT> 468
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 32,457
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 195,831
<NET-ASSETS> 737,738
<DIVIDEND-INCOME> 12,910
<INTEREST-INCOME> 1,191
<OTHER-INCOME> 0
<EXPENSES-NET> (1,404)
<NET-INVESTMENT-INCOME> 12,697
<REALIZED-GAINS-CURRENT> 36,012
<APPREC-INCREASE-CURRENT> 100,945
<NET-CHANGE-FROM-OPS> 149,654
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (11,982)
<DISTRIBUTIONS-OF-GAINS> (15,194)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 22,992
<NUMBER-OF-SHARES-REDEEMED> (19,101)
<SHARES-REINVESTED> 1,743
<NET-CHANGE-IN-ASSETS> 238,775
<ACCUMULATED-NII-PRIOR> 416
<ACCUMULATED-GAINS-PRIOR> 12,235
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,810
<INTEREST-EXPENSE> 53
<GROSS-EXPENSE> 3,147
<AVERAGE-NET-ASSETS> 569,084
<PER-SHARE-NAV-BEGIN> 13.86
<PER-SHARE-NII> .31
<PER-SHARE-GAIN-APPREC> 3.36
<PER-SHARE-DIVIDEND> (.31)
<PER-SHARE-DISTRIBUTIONS> (.43)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.79
<EXPENSE-RATIO> .22
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 7
<NAME> EQUITY INDEX PORTFOLIO-CLASS C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 541,910
<INVESTMENTS-AT-VALUE> 736,364
<RECEIVABLES> 1,688
<ASSETS-OTHER> 17
<OTHER-ITEMS-ASSETS> 7
<TOTAL-ASSETS> 738,076
<PAYABLE-FOR-SECURITIES> 27
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 311
<TOTAL-LIABILITIES> 338
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 508,982
<SHARES-COMMON-STOCK> 3,213
<SHARES-COMMON-PRIOR> 1,329
<ACCUMULATED-NII-CURRENT> 468
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 32,457
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 195,831
<NET-ASSETS> 737,738
<DIVIDEND-INCOME> 12,910
<INTEREST-INCOME> 1,191
<OTHER-INCOME> 0
<EXPENSES-NET> (1,404)
<NET-INVESTMENT-INCOME> 12,697
<REALIZED-GAINS-CURRENT> 36,012
<APPREC-INCREASE-CURRENT> 100,945
<NET-CHANGE-FROM-OPS> 149,654
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (603)
<DISTRIBUTIONS-OF-GAINS> (570)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,353
<NUMBER-OF-SHARES-REDEEMED> (31)
<SHARES-REINVESTED> 7
<NET-CHANGE-IN-ASSETS> 238,775
<ACCUMULATED-NII-PRIOR> 416
<ACCUMULATED-GAINS-PRIOR> 12,235
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,810
<INTEREST-EXPENSE> 53
<GROSS-EXPENSE> 3,147
<AVERAGE-NET-ASSETS> 30,915
<PER-SHARE-NAV-BEGIN> 13.86
<PER-SHARE-NII> .28
<PER-SHARE-GAIN-APPREC> 3.35
<PER-SHARE-DIVIDEND> (.27)
<PER-SHARE-DISTRIBUTIONS> (.43)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.79
<EXPENSE-RATIO> .46
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 7
<NAME> EQUITY INDEX PORTFOLIO-CLASS D
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 541,910
<INVESTMENTS-AT-VALUE> 736,364
<RECEIVABLES> 1,688
<ASSETS-OTHER> 17
<OTHER-ITEMS-ASSETS> 7
<TOTAL-ASSETS> 738,076
<PAYABLE-FOR-SECURITIES> 27
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 311
<TOTAL-LIABILITIES> 338
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 508,982
<SHARES-COMMON-STOCK> 477
<SHARES-COMMON-PRIOR> 59
<ACCUMULATED-NII-CURRENT> 468
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 32,457
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 195,831
<NET-ASSETS> 737,738
<DIVIDEND-INCOME> 12,910
<INTEREST-INCOME> 1,191
<OTHER-INCOME> 0
<EXPENSES-NET> (1,404)
<NET-INVESTMENT-INCOME> 12,697
<REALIZED-GAINS-CURRENT> 36,012
<APPREC-INCREASE-CURRENT> 100,945
<NET-CHANGE-FROM-OPS> 149,654
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (60)
<DISTRIBUTIONS-OF-GAINS> (26)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 436
<NUMBER-OF-SHARES-REDEEMED> (24)
<SHARES-REINVESTED> 6
<NET-CHANGE-IN-ASSETS> 238,775
<ACCUMULATED-NII-PRIOR> 416
<ACCUMULATED-GAINS-PRIOR> 12,235
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,810
<INTEREST-EXPENSE> 53
<GROSS-EXPENSE> 3,147
<AVERAGE-NET-ASSETS> 2,896
<PER-SHARE-NAV-BEGIN> 13.83
<PER-SHARE-NII> .27
<PER-SHARE-GAIN-APPREC> 3.36
<PER-SHARE-DIVIDEND> (.26)
<PER-SHARE-DISTRIBUTIONS> (.43)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.77
<EXPENSE-RATIO> .61
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 8
<NAME> FOCUSED GROWTH PORTFOLIO-CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 94,277
<INVESTMENTS-AT-VALUE> 114,043
<RECEIVABLES> 96
<ASSETS-OTHER> 27
<OTHER-ITEMS-ASSETS> 2
<TOTAL-ASSETS> 114,168
<PAYABLE-FOR-SECURITIES> 150
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 119
<TOTAL-LIABILITIES> 269
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 82,474
<SHARES-COMMON-STOCK> 7,337
<SHARES-COMMON-PRIOR> 6,871
<ACCUMULATED-NII-CURRENT> 111
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 11,548
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 19,766
<NET-ASSETS> 113,899
<DIVIDEND-INCOME> 927
<INTEREST-INCOME> 116
<OTHER-INCOME> 0
<EXPENSES-NET> (933)
<NET-INVESTMENT-INCOME> 110
<REALIZED-GAINS-CURRENT> 11,548
<APPREC-INCREASE-CURRENT> 5,017
<NET-CHANGE-FROM-OPS> 16,675
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (317)
<DISTRIBUTIONS-OF-GAINS> (1,293)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,500
<NUMBER-OF-SHARES-REDEEMED> (2,151)
<SHARES-REINVESTED> 117
<NET-CHANGE-IN-ASSETS> 27,311
<ACCUMULATED-NII-PRIOR> 320
<ACCUMULATED-GAINS-PRIOR> 1,301
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,116
<INTEREST-EXPENSE> 3
<GROSS-EXPENSE> 1,469
<AVERAGE-NET-ASSETS> 98,862
<PER-SHARE-NAV-BEGIN> 12.53
<PER-SHARE-NII> .02
<PER-SHARE-GAIN-APPREC> 2.17
<PER-SHARE-DIVIDEND> (.05)
<PER-SHARE-DISTRIBUTIONS> (.19)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.48
<EXPENSE-RATIO> .91
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 8
<NAME> FOCUSED GROWTH PORTFOLIO-CLASS C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> JUN-14-1996
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 94,277
<INVESTMENTS-AT-VALUE> 114,043
<RECEIVABLES> 96
<ASSETS-OTHER> 27
<OTHER-ITEMS-ASSETS> 2
<TOTAL-ASSETS> 114,168
<PAYABLE-FOR-SECURITIES> 150
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 119
<TOTAL-LIABILITIES> 269
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 82,474
<SHARES-COMMON-STOCK> 483
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 111
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 11,548
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 19,766
<NET-ASSETS> 113,899
<DIVIDEND-INCOME> 927
<INTEREST-INCOME> 116
<OTHER-INCOME> 0
<EXPENSES-NET> (933)
<NET-INVESTMENT-INCOME> 110
<REALIZED-GAINS-CURRENT> 11,548
<APPREC-INCREASE-CURRENT> 5,017
<NET-CHANGE-FROM-OPS> 16,675
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 529
<NUMBER-OF-SHARES-REDEEMED> (46)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 27,311
<ACCUMULATED-NII-PRIOR> 320
<ACCUMULATED-GAINS-PRIOR> 1,301
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,116
<INTEREST-EXPENSE> 3
<GROSS-EXPENSE> 1,469
<AVERAGE-NET-ASSETS> 2,018
<PER-SHARE-NAV-BEGIN> 13.46
<PER-SHARE-NII> (.01)
<PER-SHARE-GAIN-APPREC> 1.02
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.47
<EXPENSE-RATIO> 1.15
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 8
<NAME> FOCUSED GROWTH PORTFOLIO-CLASS D
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 94,277
<INVESTMENTS-AT-VALUE> 114,043
<RECEIVABLES> 96
<ASSETS-OTHER> 27
<OTHER-ITEMS-ASSETS> 2
<TOTAL-ASSETS> 114,168
<PAYABLE-FOR-SECURITIES> 150
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 119
<TOTAL-LIABILITIES> 269
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 82,474
<SHARES-COMMON-STOCK> 46
<SHARES-COMMON-PRIOR> 39
<ACCUMULATED-NII-CURRENT> 111
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 11,548
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 19,766
<NET-ASSETS> 113,899
<DIVIDEND-INCOME> 927
<INTEREST-INCOME> 116
<OTHER-INCOME> 0
<EXPENSES-NET> (933)
<NET-INVESTMENT-INCOME> 110
<REALIZED-GAINS-CURRENT> 11,548
<APPREC-INCREASE-CURRENT> 5,017
<NET-CHANGE-FROM-OPS> 16,675
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (2)
<DISTRIBUTIONS-OF-GAINS> (8)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 13
<NUMBER-OF-SHARES-REDEEMED> (7)
<SHARES-REINVESTED> 1
<NET-CHANGE-IN-ASSETS> 27,311
<ACCUMULATED-NII-PRIOR> 320
<ACCUMULATED-GAINS-PRIOR> 1,301
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,116
<INTEREST-EXPENSE> 3
<GROSS-EXPENSE> 1,469
<AVERAGE-NET-ASSETS> 555
<PER-SHARE-NAV-BEGIN> 12.48
<PER-SHARE-NII> (.03)
<PER-SHARE-GAIN-APPREC> 2.15
<PER-SHARE-DIVIDEND> (.04)
<PER-SHARE-DISTRIBUTIONS> (.19)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.37
<EXPENSE-RATIO> 1.30
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 9
<NAME> SMALL COMPANY INDEX PORTFOLIO-CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 100,206
<INVESTMENTS-AT-VALUE> 112,866
<RECEIVABLES> 275
<ASSETS-OTHER> 15
<OTHER-ITEMS-ASSETS> 4
<TOTAL-ASSETS> 113,160
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 35
<TOTAL-LIABILITIES> 35
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 86,770
<SHARES-COMMON-STOCK> 8,081
<SHARES-COMMON-PRIOR> 7,310
<ACCUMULATED-NII-CURRENT> 1,164
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 12,359
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 12,832
<NET-ASSETS> 113,125
<DIVIDEND-INCOME> 1,638
<INTEREST-INCOME> 141
<OTHER-INCOME> 0
<EXPENSES-NET> 336
<NET-INVESTMENT-INCOME> 1,443
<REALIZED-GAINS-CURRENT> 12,846
<APPREC-INCREASE-CURRENT> 976
<NET-CHANGE-FROM-OPS> 15,265
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,002)
<DISTRIBUTIONS-OF-GAINS> (5,764)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,188
<NUMBER-OF-SHARES-REDEEMED> 1,933
<SHARES-REINVESTED> 516
<NET-CHANGE-IN-ASSETS> 18,182
<ACCUMULATED-NII-PRIOR> 724
<ACCUMULATED-GAINS-PRIOR> 5,279
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 424
<INTEREST-EXPENSE> 7
<GROSS-EXPENSE> 842
<AVERAGE-NET-ASSETS> 105,953
<PER-SHARE-NAV-BEGIN> 12.98
<PER-SHARE-NII> .19
<PER-SHARE-GAIN-APPREC> 1.75
<PER-SHARE-DIVIDEND> (.14)
<PER-SHARE-DISTRIBUTIONS> (.81)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.97
<EXPENSE-RATIO> .32
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 9
<NAME> SMALL COMPANY INDEX PORTFOLIO-CLASS D
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 100,206
<INVESTMENTS-AT-VALUE> 112,866
<RECEIVABLES> 275
<ASSETS-OTHER> 15
<OTHER-ITEMS-ASSETS> 4
<TOTAL-ASSETS> 113,160
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 35
<TOTAL-LIABILITIES> 35
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 86,770
<SHARES-COMMON-STOCK> 19
<SHARES-COMMON-PRIOR> 3
<ACCUMULATED-NII-CURRENT> 1,164
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 12,359
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 12,832
<NET-ASSETS> 113,125
<DIVIDEND-INCOME> 1,638
<INTEREST-INCOME> 141
<OTHER-INCOME> 0
<EXPENSES-NET> (336)
<NET-INVESTMENT-INCOME> 1,443
<REALIZED-GAINS-CURRENT> 12,846
<APPREC-INCREASE-CURRENT> 976
<NET-CHANGE-FROM-OPS> 15,265
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1)
<DISTRIBUTIONS-OF-GAINS> (2)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 17
<NUMBER-OF-SHARES-REDEEMED> 1
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 18,182
<ACCUMULATED-NII-PRIOR> 724
<ACCUMULATED-GAINS-PRIOR> 5,279
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 424
<INTEREST-EXPENSE> 7
<GROSS-EXPENSE> 842
<AVERAGE-NET-ASSETS> 102
<PER-SHARE-NAV-BEGIN> 12.95
<PER-SHARE-NII> .13
<PER-SHARE-GAIN-APPREC> 1.83
<PER-SHARE-DIVIDEND> (.14)
<PER-SHARE-DISTRIBUTIONS> (.81)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.96
<EXPENSE-RATIO> .71
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 10
<NAME> BOND PORTFOLIO-CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 360,976
<INVESTMENTS-AT-VALUE> 371,211
<RECEIVABLES> 5,148
<ASSETS-OTHER> 211
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 376,570
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,158
<TOTAL-LIABILITIES> 2,158
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 366,616
<SHARES-COMMON-STOCK> 17,661
<SHARES-COMMON-PRIOR> 13,661
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2,439)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 10,235
<NET-ASSETS> 374,412
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 22,432
<OTHER-INCOME> 0
<EXPENSES-NET> (1,207)
<NET-INVESTMENT-INCOME> 21,225
<REALIZED-GAINS-CURRENT> (2,094)
<APPREC-INCREASE-CURRENT> (3,905)
<NET-CHANGE-FROM-OPS> 19,414
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (20,213)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> (556)
<NUMBER-OF-SHARES-SOLD> 143,593
<NUMBER-OF-SHARES-REDEEMED> (79,885)
<SHARES-REINVESTED> 18,565
<NET-CHANGE-IN-ASSETS> 84,287
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (5,273)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,993
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,756
<AVERAGE-NET-ASSETS> 327,422
<PER-SHARE-NAV-BEGIN> 20.96
<PER-SHARE-NII> 1.29
<PER-SHARE-GAIN-APPREC> (.19)
<PER-SHARE-DIVIDEND> (1.26)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> (.03)
<PER-SHARE-NAV-END> 20.77
<EXPENSE-RATIO> .36
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 10
<NAME> BOND PORTFOLIO-CLASS C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 360,976
<INVESTMENTS-AT-VALUE> 371,211
<RECEIVABLES> 5,148
<ASSETS-OTHER> 211
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 376,570
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,158
<TOTAL-LIABILITIES> 2,158
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 366,616
<SHARES-COMMON-STOCK> 353
<SHARES-COMMON-PRIOR> 177
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2,439)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 10,235
<NET-ASSETS> 374,412
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 22,432
<OTHER-INCOME> 0
<EXPENSES-NET> (1,207)
<NET-INVESTMENT-INCOME> 21,225
<REALIZED-GAINS-CURRENT> 2,094
<APPREC-INCREASE-CURRENT> (3,905)
<NET-CHANGE-FROM-OPS> 19,414
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (264)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> (7)
<NUMBER-OF-SHARES-SOLD> 4,311
<NUMBER-OF-SHARES-REDEEMED> (1,032)
<SHARES-REINVESTED> 271
<NET-CHANGE-IN-ASSETS> 84,287
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (5,273)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,993
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,756
<AVERAGE-NET-ASSETS> 4,436
<PER-SHARE-NAV-BEGIN> 20.96
<PER-SHARE-NII> 1.25
<PER-SHARE-GAIN-APPREC> (.18)
<PER-SHARE-DIVIDEND> (1.22)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> (.03)
<PER-SHARE-NAV-END> 20.78
<EXPENSE-RATIO> .60
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 10
<NAME> BOND PORTFOLIO-CLASS D
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 360,976
<INVESTMENTS-AT-VALUE> 371,211
<RECEIVABLES> 5,148
<ASSETS-OTHER> 211
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 376,570
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,158
<TOTAL-LIABILITIES> 2,158
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 366,616
<SHARES-COMMON-STOCK> 11
<SHARES-COMMON-PRIOR> 6
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2,439)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 10,235
<NET-ASSETS> 374,412
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 22,432
<OTHER-INCOME> 0
<EXPENSES-NET> (1,207)
<NET-INVESTMENT-INCOME> 21,225
<REALIZED-GAINS-CURRENT> 2,094
<APPREC-INCREASE-CURRENT> (3,905)
<NET-CHANGE-FROM-OPS> 19,414
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (8)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> (1)
<NUMBER-OF-SHARES-SOLD> 127
<NUMBER-OF-SHARES-REDEEMED> (9)
<SHARES-REINVESTED> 37
<NET-CHANGE-IN-ASSETS> 84,287
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (5,273)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,993
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,756
<AVERAGE-NET-ASSETS> 158
<PER-SHARE-NAV-BEGIN> 20.94
<PER-SHARE-NII> 1.22
<PER-SHARE-GAIN-APPREC> (.18)
<PER-SHARE-DIVIDEND> (1.19)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> (.03)
<PER-SHARE-NAV-END> 20.76
<EXPENSE-RATIO> .75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 11
<NAME> SHORT DURATION PORTFOLIO
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 42,763
<INVESTMENTS-AT-VALUE> 42,746
<RECEIVABLES> 88
<ASSETS-OTHER> 31
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 42,865
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,052
<TOTAL-LIABILITIES> 1,052
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 42,377
<SHARES-COMMON-STOCK> 4,187
<SHARES-COMMON-PRIOR> 4,554
<ACCUMULATED-NII-CURRENT> 35
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (582)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (17)
<NET-ASSETS> 41,813
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,692
<OTHER-INCOME> 00
<EXPENSES-NET> (121)
<NET-INVESTMENT-INCOME> 2,571
<REALIZED-GAINS-CURRENT> 29
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 2,600
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (2,571)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 64,087
<NUMBER-OF-SHARES-REDEEMED> (70,201)
<SHARES-REINVESTED> 2,425
<NET-CHANGE-IN-ASSETS> (3,660)
<ACCUMULATED-NII-PRIOR> 35
<ACCUMULATED-GAINS-PRIOR> (611)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 194
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 395
<AVERAGE-NET-ASSETS> 48,549
<PER-SHARE-NAV-BEGIN> 9.99
<PER-SHARE-NII> .53
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.53)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.99
<EXPENSE-RATIO> .25
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 12
<NAME> SHORT-INTERMEDIATE BOND PORTFOLIO-CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 148,991
<INVESTMENTS-AT-VALUE> 151,158
<RECEIVABLES> 1,633
<ASSETS-OTHER> 1,316
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 154,107
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 89
<TOTAL-LIABILITIES> 89
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 151,156
<SHARES-COMMON-STOCK> 7,423
<SHARES-COMMON-PRIOR> 7,655
<ACCUMULATED-NII-CURRENT> 45
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 650
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,167
<NET-ASSETS> 154,018
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 10,435
<OTHER-INCOME> 0
<EXPENSES-NET> (607)
<NET-INVESTMENT-INCOME> 9,828
<REALIZED-GAINS-CURRENT> 392
<APPREC-INCREASE-CURRENT> (1,308)
<NET-CHANGE-FROM-OPS> 8,912
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (9,596)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 69,730
<NUMBER-OF-SHARES-REDEEMED> (82,742)
<SHARES-REINVESTED> 8,697
<NET-CHANGE-IN-ASSETS> (4,673)
<ACCUMULATED-NII-PRIOR> 206
<ACCUMULATED-GAINS-PRIOR> (132)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,011
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,478
<AVERAGE-NET-ASSETS> 168,531
<PER-SHARE-NAV-BEGIN> 20.73
<PER-SHARE-NII> 1.14
<PER-SHARE-GAIN-APPREC> (.01)
<PER-SHARE-DIVIDEND> (1.16)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 20.70
<EXPENSE-RATIO> .36
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 12
<NAME> SHORT-INTERMEDIATE BOND PORTFOLIO-CLASS D
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 148,991
<INVESTMENTS-AT-VALUE> 151,158
<RECEIVABLES> 1,633
<ASSETS-OTHER> 1,316
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 154,107
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 89
<TOTAL-LIABILITIES> 89
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 151,156
<SHARES-COMMON-STOCK> 17
<SHARES-COMMON-PRIOR> 1
<ACCUMULATED-NII-CURRENT> 45
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 650
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,167
<NET-ASSETS> 154,018
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 10,435
<OTHER-INCOME> 0
<EXPENSES-NET> (607)
<NET-INVESTMENT-INCOME> 9,828
<REALIZED-GAINS-CURRENT> 392
<APPREC-INCREASE-CURRENT> (1,308)
<NET-CHANGE-FROM-OPS> 8,912
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (3)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 328
<NUMBER-OF-SHARES-REDEEMED> (2)
<SHARES-REINVESTED> 3
<NET-CHANGE-IN-ASSETS> (4,673)
<ACCUMULATED-NII-PRIOR> 206
<ACCUMULATED-GAINS-PRIOR> (132)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,011
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,478
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 20.71
<PER-SHARE-NII> 1.07
<PER-SHARE-GAIN-APPREC> (.02)
<PER-SHARE-DIVIDEND> (1.10)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 20.66
<EXPENSE-RATIO> .75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 13
<NAME> U.S. GOVERNMENT SECURITIES PORTFOLI0-CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 94,380
<INVESTMENTS-AT-VALUE> 94,729
<RECEIVABLES> 1,393
<ASSETS-OTHER> 25
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 96,147
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 36
<TOTAL-LIABILITIES> 36
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 95,994
<SHARES-COMMON-STOCK> 4,602
<SHARES-COMMON-PRIOR> 2805
<ACCUMULATED-NII-CURRENT> 75
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (307)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 349
<NET-ASSETS> 96,111
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4,897
<OTHER-INCOME> 0
<EXPENSES-NET> (325)
<NET-INVESTMENT-INCOME> 4,572
<REALIZED-GAINS-CURRENT> (58)
<APPREC-INCREASE-CURRENT> (201)
<NET-CHANGE-FROM-OPS> 4,313
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (4,393)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 104,606
<NUMBER-OF-SHARES-REDEEMED> (72,555)
<SHARES-REINVESTED> 4,198
<NET-CHANGE-IN-ASSETS> 39,715
<ACCUMULATED-NII-PRIOR> 75
<ACCUMULATED-GAINS-PRIOR> (260)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 527
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 833
<AVERAGE-NET-ASSETS> 84,229
<PER-SHARE-NAV-BEGIN> 20.08
<PER-SHARE-NII> 1.02
<PER-SHARE-GAIN-APPREC> (.01)
<PER-SHARE-DIVIDEND> (1.02)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 20.07
<EXPENSE-RATIO> .36
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 13
<NAME> U.S. GOVERNMENT SECURITIES PORTFOLIO-CLASS C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-29-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 94,380
<INVESTMENTS-AT-VALUE> 94,729
<RECEIVABLES> 1,393
<ASSETS-OTHER> 25
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 96,147
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 36
<TOTAL-LIABILITIES> 36
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 95,994
<SHARES-COMMON-STOCK> 176
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 75
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (307)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 349
<NET-ASSETS> 96,111
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4,897
<OTHER-INCOME> 0
<EXPENSES-NET> (325)
<NET-INVESTMENT-INCOME> 4,572
<REALIZED-GAINS-CURRENT> (58)
<APPREC-INCREASE-CURRENT> (201)
<NET-CHANGE-FROM-OPS> 4,313
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (159)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,695
<NUMBER-OF-SHARES-REDEEMED> (1,298)
<SHARES-REINVESTED> 159
<NET-CHANGE-IN-ASSETS> 39,715
<ACCUMULATED-NII-PRIOR> 75
<ACCUMULATED-GAINS-PRIOR> (260)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 527
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 833
<AVERAGE-NET-ASSETS> 3,361
<PER-SHARE-NAV-BEGIN> 20.13
<PER-SHARE-NII> .91
<PER-SHARE-GAIN-APPREC> (.12)
<PER-SHARE-DIVIDEND> (.86)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 20.06
<EXPENSE-RATIO> .60
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 13
<NAME> U.S. GOVERNMENT SECURITIES PORTFOLIO-CLASS D
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 94,380
<INVESTMENTS-AT-VALUE> 94,729
<RECEIVABLES> 1,393
<ASSETS-OTHER> 25
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 96,147
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 36
<TOTAL-LIABILITIES> 36
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 95,994
<SHARES-COMMON-STOCK> 11
<SHARES-COMMON-PRIOR> 3
<ACCUMULATED-NII-CURRENT> 75
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (307)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 349
<NET-ASSETS> 96,111
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4,897
<OTHER-INCOME> 0
<EXPENSES-NET> (325)
<NET-INVESTMENT-INCOME> 4,572
<REALIZED-GAINS-CURRENT> (58)
<APPREC-INCREASE-CURRENT> (201)
<NET-CHANGE-FROM-OPS> 4,313
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (9)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 210
<NUMBER-OF-SHARES-REDEEMED> (60)
<SHARES-REINVESTED> 8
<NET-CHANGE-IN-ASSETS> 39,715
<ACCUMULATED-NII-PRIOR> 75
<ACCUMULATED-GAINS-PRIOR> (260)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 527
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 833
<AVERAGE-NET-ASSETS> 180
<PER-SHARE-NAV-BEGIN> 20.04
<PER-SHARE-NII> .96
<PER-SHARE-GAIN-APPREC> (.03)
<PER-SHARE-DIVIDEND> (.94)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 20.03
<EXPENSE-RATIO> .75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 14
<NAME> U.S. TREASURY INDEX PORTFOLIO-CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 26,167
<INVESTMENTS-AT-VALUE> 26,724
<RECEIVABLES> 387
<ASSETS-OTHER> 21
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 27,132
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 11
<TOTAL-LIABILITIES> 11
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 27,538
<SHARES-COMMON-STOCK> 1,276
<SHARES-COMMON-PRIOR> 851
<ACCUMULATED-NII-CURRENT> 25
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (999)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 557
<NET-ASSETS> 27,121
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,082
<OTHER-INCOME> 0
<EXPENSES-NET> (47)
<NET-INVESTMENT-INCOME> 1,035
<REALIZED-GAINS-CURRENT> 91
<APPREC-INCREASE-CURRENT> (239)
<NET-CHANGE-FROM-OPS> 887
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,005)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 13,176
<NUMBER-OF-SHARES-REDEEMED> (5,169)
<SHARES-REINVESTED> 746
<NET-CHANGE-IN-ASSETS> 9,161
<ACCUMULATED-NII-PRIOR> 21
<ACCUMULATED-GAINS-PRIOR> (1,090)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 70
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 184
<AVERAGE-NET-ASSETS> 16,968
<PER-SHARE-NAV-BEGIN> 20.78
<PER-SHARE-NII> 1.19
<PER-SHARE-GAIN-APPREC> (.18)
<PER-SHARE-DIVIDEND> (1.19)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 20.60
<EXPENSE-RATIO> .26
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 14
<NAME> U.S. TREASURY INDEX PORTFOLIO-CLASS D
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 26,167
<INVESTMENTS-AT-VALUE> 26,724
<RECEIVABLES> 387
<ASSETS-OTHER> 21
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 27,132
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 11
<TOTAL-LIABILITIES> 11
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 27,538
<SHARES-COMMON-STOCK> 41
<SHARES-COMMON-PRIOR> 14
<ACCUMULATED-NII-CURRENT> 25
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (999)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 557
<NET-ASSETS> 27,121
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,082
<OTHER-INCOME> 0
<EXPENSES-NET> (47)
<NET-INVESTMENT-INCOME> 1,035
<REALIZED-GAINS-CURRENT> 91
<APPREC-INCREASE-CURRENT> (239)
<NET-CHANGE-FROM-OPS> 887
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (26)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 592
<NUMBER-OF-SHARES-REDEEMED> (66)
<SHARES-REINVESTED> 26
<NET-CHANGE-IN-ASSETS> 9,161
<ACCUMULATED-NII-PRIOR> 21
<ACCUMULATED-GAINS-PRIOR> (1,090)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 70
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 184
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 20.75
<PER-SHARE-NII> 1.17
<PER-SHARE-GAIN-APPREC> (.24)
<PER-SHARE-DIVIDEND> (1.11)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 20.57
<EXPENSE-RATIO> .65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 15
<NAME> BALANCED PORTFOLIO-CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 44,220
<INVESTMENTS-AT-VALUE> 51,448
<RECEIVABLES> 457
<ASSETS-OTHER> 164
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 52,069
<PAYABLE-FOR-SECURITIES> 596
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 87
<TOTAL-LIABILITIES> 683
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 42,854
<SHARES-COMMON-STOCK> 3,690
<SHARES-COMMON-PRIOR> 3,519
<ACCUMULATED-NII-CURRENT> 49
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,255
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 7,228
<NET-ASSETS> 51,386
<DIVIDEND-INCOME> 397
<INTEREST-INCOME> 1,256
<OTHER-INCOME> 0
<EXPENSES-NET> (287)
<NET-INVESTMENT-INCOME> 1,366
<REALIZED-GAINS-CURRENT> 1,834
<APPREC-INCREASE-CURRENT> 2,874
<NET-CHANGE-FROM-OPS> 6,074
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,231)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 11,431
<NUMBER-OF-SHARES-REDEEMED> (10,419)
<SHARES-REINVESTED> 1,076
<NET-CHANGE-IN-ASSETS> 12,489
<ACCUMULATED-NII-PRIOR> 48
<ACCUMULATED-GAINS-PRIOR> (579)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 363
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 558
<AVERAGE-NET-ASSETS> 40,594
<PER-SHARE-NAV-BEGIN> 11.05
<PER-SHARE-NII> .34
<PER-SHARE-GAIN-APPREC> 1.19
<PER-SHARE-DIVIDEND> (.34)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.24
<EXPENSE-RATIO> .61
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 15
<NAME> BALANCED PORTFOLIO-CLASS C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-29-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 44,220
<INVESTMENTS-AT-VALUE> 51,448
<RECEIVABLES> 457
<ASSETS-OTHER> 164
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 52,069
<PAYABLE-FOR-SECURITIES> 596
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 87
<TOTAL-LIABILITIES> 683
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 42,854
<SHARES-COMMON-STOCK> 490
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 49
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,255
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 7,228
<NET-ASSETS> 51,386
<DIVIDEND-INCOME> 397
<INTEREST-INCOME> 1,256
<OTHER-INCOME> 0
<EXPENSES-NET> (287)
<NET-INVESTMENT-INCOME> 1,366
<REALIZED-GAINS-CURRENT> 1,834
<APPREC-INCREASE-CURRENT> 2,874
<NET-CHANGE-FROM-OPS> 6,074
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (132)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6,132
<NUMBER-OF-SHARES-REDEEMED> (797)
<SHARES-REINVESTED> 132
<NET-CHANGE-IN-ASSETS> 12,489
<ACCUMULATED-NII-PRIOR> 48
<ACCUMULATED-GAINS-PRIOR> (579)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 363
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 558
<AVERAGE-NET-ASSETS> 4,748
<PER-SHARE-NAV-BEGIN> 11.12
<PER-SHARE-NII> .29
<PER-SHARE-GAIN-APPREC> 1.12
<PER-SHARE-DIVIDEND> (.29)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.24
<EXPENSE-RATIO> .85
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 15
<NAME> BALANCED PORTFOLIO-CLASS D
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> FEB-20-1996
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 44,220
<INVESTMENTS-AT-VALUE> 51,448
<RECEIVABLES> 457
<ASSETS-OTHER> 164
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 52,069
<PAYABLE-FOR-SECURITIES> 596
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 87
<TOTAL-LIABILITIES> 683
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 42,854
<SHARES-COMMON-STOCK> 19
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 49
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,255
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 7,228
<NET-ASSETS> 51,386
<DIVIDEND-INCOME> 397
<INTEREST-INCOME> 1,256
<OTHER-INCOME> 0
<EXPENSES-NET> (287)
<NET-INVESTMENT-INCOME> 1,366
<REALIZED-GAINS-CURRENT> 1,834
<APPREC-INCREASE-CURRENT> 2,874
<NET-CHANGE-FROM-OPS> 6,074
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (2)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 232
<NUMBER-OF-SHARES-REDEEMED> (9)
<SHARES-REINVESTED> 2
<NET-CHANGE-IN-ASSETS> 12,489
<ACCUMULATED-NII-PRIOR> 48
<ACCUMULATED-GAINS-PRIOR> (579)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 363
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 558
<AVERAGE-NET-ASSETS> 25
<PER-SHARE-NAV-BEGIN> 11.34
<PER-SHARE-NII> .22
<PER-SHARE-GAIN-APPREC> .96
<PER-SHARE-DIVIDEND> (.29)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.23
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 16
<NAME> INTERNATIONAL BOND PORTFOLIO-CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 30,390
<INVESTMENTS-AT-VALUE> 32,998
<RECEIVABLES> 1,100
<ASSETS-OTHER> 180
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 34,278
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 43
<TOTAL-LIABILITIES> 43
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 31,072
<SHARES-COMMON-STOCK> 1,543
<SHARES-COMMON-PRIOR> 1,503
<ACCUMULATED-NII-CURRENT> 31
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 529
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,603
<NET-ASSETS> 34,235
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,199
<OTHER-INCOME> 0
<EXPENSES-NET> (307)
<NET-INVESTMENT-INCOME> 1,892
<REALIZED-GAINS-CURRENT> 976
<APPREC-INCREASE-CURRENT> 26
<NET-CHANGE-FROM-OPS> 2,894
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (2,300)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5,918
<NUMBER-OF-SHARES-REDEEMED> (6,747)
<SHARES-REINVESTED> 1,747
<NET-CHANGE-IN-ASSETS> 1,553
<ACCUMULATED-NII-PRIOR> 36
<ACCUMULATED-GAINS-PRIOR> (43)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 288
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 506
<AVERAGE-NET-ASSETS> 31,994
<PER-SHARE-NAV-BEGIN> 21.74
<PER-SHARE-NII> 1.54
<PER-SHARE-GAIN-APPREC> .43
<PER-SHARE-DIVIDEND> (1.55)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 22.16
<EXPENSE-RATIO> .96
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 16
<NAME> INTERNATIONAL BOND PORTFOLIO-CLASS D
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 30,390
<INVESTMENTS-AT-VALUE> 32,998
<RECEIVABLES> 1,100
<ASSETS-OTHER> 180
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 34,278
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 43
<TOTAL-LIABILITIES> 43
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 31,072
<SHARES-COMMON-STOCK> 2
<SHARES-COMMON-PRIOR> 1
<ACCUMULATED-NII-CURRENT> 31
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 529
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,603
<NET-ASSETS> 34,235
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,199
<OTHER-INCOME> 0
<EXPENSES-NET> (307)
<NET-INVESTMENT-INCOME> 1,892
<REALIZED-GAINS-CURRENT> 976
<APPREC-INCREASE-CURRENT> 26
<NET-CHANGE-FROM-OPS> 2,894
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 41
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 1
<NET-CHANGE-IN-ASSETS> 1,553
<ACCUMULATED-NII-PRIOR> 36
<ACCUMULATED-GAINS-PRIOR> (43)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 288
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 506
<AVERAGE-NET-ASSETS> 12
<PER-SHARE-NAV-BEGIN> 21.74
<PER-SHARE-NII> 1.37
<PER-SHARE-GAIN-APPREC> .51
<PER-SHARE-DIVIDEND> (1.48)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 22.14
<EXPENSE-RATIO> 1.35
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 17
<NAME> INTERNATIONAL GROWTH PORTFOLIO-CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 135,257
<INVESTMENTS-AT-VALUE> 139,480
<RECEIVABLES> 4,664
<ASSETS-OTHER> 34
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 144,178
<PAYABLE-FOR-SECURITIES> 5,075
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 827
<TOTAL-LIABILITIES> 5,902
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 130,284
<SHARES-COMMON-STOCK> 12,998
<SHARES-COMMON-PRIOR> 15,049
<ACCUMULATED-NII-CURRENT> 720
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3,034
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4,223
<NET-ASSETS> 138,276
<DIVIDEND-INCOME> 2,149
<INTEREST-INCOME> 293
<OTHER-INCOME> 0
<EXPENSES-NET> (1,453)
<NET-INVESTMENT-INCOME> 989
<REALIZED-GAINS-CURRENT> 8,942
<APPREC-INCREASE-CURRENT> 3,186
<NET-CHANGE-FROM-OPS> 13,095
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (2,919)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,737
<NUMBER-OF-SHARES-REDEEMED> 5,018
<SHARES-REINVESTED> 230
<NET-CHANGE-IN-ASSETS> (10,448)
<ACCUMULATED-NII-PRIOR> 2,579
<ACCUMULATED-GAINS-PRIOR> (5,836)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,362
<INTEREST-EXPENSE> 9
<GROSS-EXPENSE> 1,958
<AVERAGE-NET-ASSETS> 136,123
<PER-SHARE-NAV-BEGIN> 9.88
<PER-SHARE-NII> .10
<PER-SHARE-GAIN-APPREC> .87
<PER-SHARE-DIVIDEND> (.22)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.63
<EXPENSE-RATIO> 1.06
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BENCHMARK FUNDS ANNUAL REPORT DATED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 17
<NAME> INTERNATIONAL GROWTH PORTFOLIO-CLASS D
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 135,257
<INVESTMENTS-AT-VALUE> 139,480
<RECEIVABLES> 4,664
<ASSETS-OTHER> 34
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 144,178
<PAYABLE-FOR-SECURITIES> 5,075
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 827
<TOTAL-LIABILITIES> 5,902
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 130,284
<SHARES-COMMON-STOCK> 9
<SHARES-COMMON-PRIOR> 2
<ACCUMULATED-NII-CURRENT> 720
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3,034
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4,223
<NET-ASSETS> 138,276
<DIVIDEND-INCOME> 2,149
<INTEREST-INCOME> 293
<OTHER-INCOME> 0
<EXPENSES-NET> (1,453)
<NET-INVESTMENT-INCOME> 989
<REALIZED-GAINS-CURRENT> 8,942
<APPREC-INCREASE-CURRENT> 3,186
<NET-CHANGE-FROM-OPS> 13,095
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (10,448)
<ACCUMULATED-NII-PRIOR> 2,579
<ACCUMULATED-GAINS-PRIOR> (5,836)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,362
<INTEREST-EXPENSE> 9
<GROSS-EXPENSE> 1,958
<AVERAGE-NET-ASSETS> 80
<PER-SHARE-NAV-BEGIN> 9.83
<PER-SHARE-NII> .01
<PER-SHARE-GAIN-APPREC> .92
<PER-SHARE-DIVIDEND> (.22)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.54
<EXPENSE-RATIO> 1.45
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
