January 26, 1996
The Benchmark Funds
c/x Xxxxxxx, Xxxxx & Co.
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
RE: Rule 24f-2 Notice
Ladies and Gentlemen:
The Benchmark Funds (the "Trust") is a Massachusetts
business trust created under a written Agreement and Declaration
of Trust dated, executed and delivered in Boston, Massachusetts
on July 15, 1982, as amended on November 22, 1982, April 21,
1983, May 19, 1983, December 19, 1983, August 28, 1985,
September 26, 1990, October 1, 1990, April 27, 1992, October 26,
1992, April 27, 1993, July 20, 1993 and July 11, 1995 (as so
amended, the "Trust Agreement").
The Trustees have the powers set forth in the Trust
Agreement, subject to the terms, provisions and conditions
therein provided. Under Article IV, Section 4.1 of the Trust
Agreement, the beneficial interest in the Trust is represented by
an unlimited number of units of one class without par value.
Under Article IV, Section 4.1, the Trustees are authorized from
time to time to divide the class of units into any number of
series of units and the Trustees are empowered in their
discretion to issue units of any series for such consideration
and on such terms as the Trustees may determine (or for no
consideration if pursuant to a unit dividend or split-up), all
without action of the unitholders.
Pursuant to Article IV, Section 4.2 of the Trust Agreement,
the Trustees established sixteen series of units designated
"Diversified Assets Units", "Government Units", "Government
Select Units", "Tax-Exempt Units", "U.S. Treasury Index Units",
"Short-Intermediate Bond Units", "Bond Units", "U.S. Government
Securities Units", "Short Duration Units", "Equity Index Units",
"Small Company Index Units", "Diversified Growth Units", "Focused
Growth Units", "Balanced Units", "International Growth Units" and
"International Bond Units". We understand that, pursuant to Rule
24f-2 under the Investment Company Act of 1940, the Trust has
registered an indefinite number of units of beneficial interest
under the Securities Act of 1933.
We understand that you are about to file with the Securities
and Exchange Commission a Notice pursuant to Rule 24f-2 (the
"Rule 24f-2 Notice") making definite the registration of
62,659,879,795 units of beneficial interest of the Trust (the
"Units") sold in reliance upon said Rule 24f-2 during the fiscal
year ended November 30, 1995, consisting of 43,084,716,269 Units
of Diversified Assets Units, 10,203,042,076 Units of Government
Units, 3,588,011,084 Units of Government Select Units,
5,729,794,245 Units of Tax-Exempt Units, 831,214 Units of U.S.
Treasury Index Units, 4,443,913 Units of Short-Intermediate Bond
Units, 4,258,917 Units of Bond Units, 3,044,826 Units of U.S.
Government Securities Units, 5,257,141 Units of Short Duration
Units, 394,692 Units of International Bond Units, 20,516,414
Units of Equity Index Units, 1,946,007 Units of Small Company
Index Units, 3,268,526 Units of Diversified Growth Units,
2,608,194 Units of Focused Growth Units, 1,168,265 Units of
Balanced Units and 6,578,012 Units of International Growth Units.
We have examined the Declaration of Trust, a certificate of
the Treasurer of the Trust to the effect that the Trust or its
agent received the consideration for each of the Units in
accordance with the terms of the Trust Agreement, and such other
documents as we have deemed necessary or appropriate for the
purposes of this opinion, including, but not limited to,
originals, or copies certified or otherwise identified to our
satisfaction, of such documents, Trust records and other
instruments. In our examination of the above documents, we have
assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as certified
of photostatic copies.
For purposes of this opinion letter, we have not made an
independent review of the laws of any state or jurisdiction other
than The Commonwealth of Massachusetts and express no opinion
with respect to the laws of any jurisdiction other than the laws
of The Commonwealth of Massachusetts. Further, we express no
opinion as to compliance with any state or federal securities
laws, including the securities laws of The Commonwealth of
Massachusetts.
Our opinion below, as it relates to the non-assessability of
the Units of the Trust, is qualified to the extent that under
Massachusetts law, unitholders of a Massachusetts business trust
may be held personally liable for the obligations of the Trust.
In this regard, however, please be advised that the Trust
Agreement disclaims unitholder liability for acts or obligations
of the Trust and requires that notice of such disclaimer be given
in each note, bond, contract, certificate or undertaking made or
issued by the Trustees or officers of the Trust. Also, the Trust
Agreement provides for indemnification out of Trust property for
all loss and expense of any unitholder held personally liable for
the obligations of the Trust.
We are of the opinion that all necessary Trust action
precedent to the issuance of the Units has been duly taken, and
that the Units were legally and validly issued, and are fully
paid and non-assessable by the Trust, subject to compliance with
the Securities Act of 1933, the Investment Company Act of 1940
and the applicable state laws regulating the sale of securities.
We consent to your filing this opinion with the Securities
and Exchange Commission together with the Rule 24f-2 Notice
referred to above. Except as provided in this paragraph, this
opinion may not be relied upon by, or filed with, any other party
or used for any other purpose.
Very truly yours,
Xxxx and Xxxx
XXXX AND XXXX
