BINGHAM, DANA & GOULD LLP
150 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110-1726
November 19, 1996
VIA EDGAR
Securities and Exchange Commission
Division of Investment Management
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Landmark Funds I
(File Nos. 2-90518 and 811-4006)
Ladies and Gentlemen:
On behalf of our client, Landmark Funds I, a Massachusetts business trust
(the "Trust"), we hereby withdraw Post-Effective Amendment No. 22 to the
Trust's Registration Statement on Form N-1A under the Securities Act of 1933
and Amendment No. 23 to the Trust's Registration Statement under the Investment
Company Act of 1940, which was filed with the Commission on September 12, 1996
and would have become effective on November 26, 1996.
The purpose for the filing of the above-referenced Amendment was to
register the shares of a newly-created series, Landmark Small Cap Equity VIP
Fund (the "Fund"). However, it has been decided that the Fund be designated as
a series of Variable Annuity Portfolios, a Massachusetts business trust, rather
than as a series of the Trust. Pre-Effective Amendment No. 1 to the
Registration Statement with respect to Variable Annuity Portfolios and the Fund
was filed, via the EDGAR system, on November 15, 1996 (File Nos.
333-15119 and 811-07893).
Please call the undersigned at (617) 951-8383 or Lea Anne Copenhefer at
(617) 951-8515 with any questions regarding this letter.
Sincerely,
Jennifer H. Hurford
cc: Megan Dunphy, Esq.
Lea Anne Copenhefer, Esq.
