EXHIBIT 99.1(h) THE BENCHMARK MONEY MARKET FUND DIVERSIFIED ASSETS AND GOVERNMENT PORTFOLIOS AMENDMENT NO.8 AGREEMENT AND DECLARATION OF TRUST WHEREAS, Section 7.3 of the Agreement and Declaration of Trust dated July 15, 1982 (the "Declaration") of...

 
                                                                 EXHIBIT 99.1(h)

                         THE BENCHMARK MONEY MARKET FUND
                  DIVERSIFIED ASSETS AND GOVERNMENT PORTFOLIOS
                AMENDMENT NO.8 AGREEMENT AND DECLARATION OF TRUST

         WHEREAS, Section 7.3 of the Agreement and Declaration of Trust dated
July 15, 1982 (the "Declaration") of The Benchmark Money Market Fund Diversified
Assets and Government Portfolios (the "Trust") provides that the Declaration may
be amended at any time by an instrument in writing signed by a majority of the
then Trustees (or by an officer of the Trust pursuant to the vote of a majority
of the then Trustees); and

         WHEREAS, Section 7.3 of the Declaration also provides that any such
amendment having the purpose of changing the name of the Trust shall not require
authorization by Unitholder vote; and

         WHEREAS, a majority of the Trustees have adopted the following
resolutions, which the Trustees have provided shall be effective October 1,
1990:

         RESOLVED, that the Section 1.1 of the Agreement and Declaration of
Trust be, and the same hereby is, amended to read in its entirety as follows:

Section 1.1 Name. This Trust shall be known as "The Benchmark Funds" and the
Trustees shall conduct the business of the Trust under that name or any other
name as they may from time to time determine.

         RESOLVED, that the President or any Vice President of this Trust is
authorized to execute an instrument in writing effecting the aforesaid amendment
and to cause the same to be filed wherever in the discretion of such officer
such filing is appropriate.

         NOW THEREFORE, the undersigned, Xxxxx X. Xxxxxx, the duly elected,
appointed and serving Vice President of The Benchmark Money Market Fund
Diversified Assets and Government Portfolios, hereby amends the Declaration by
amending Section 1.1 as set forth above, such amendment to be effective October
1, 1990.

Dated this 26th Day of September, 1990

                                                        /s/ Xxxxx X. Xxxxxx
                                                        ---------------------
                                                        Xxxxx X. Xxxxxx
                                                        Vice President

 
STATE OF ILLINOIS                   :

                                    : ss

COUNTY OF XXXX                      :

         Then personally appeared the above-named Xxxxx X. Xxxxxx and
acknowledged this instrument to be her free act and deed this 26th day of
September, 1990.

                                               /s/ Xxxxx Xxxxx
                                               -----------------------
                                               Notary Public

                                               My commission expires: 11-21-92

[NOTARIAL SEAL]