LANDMARK FUNDS II, N-30B-2, 1995-08-28

LANDMARK FUNDS II
N-30B-2, 1995-08-28

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<PAGE>
[logo] LANDMARK(SM) FUNDS
Advised by Citibank, N.A.

LANDMARK
EQUITY FUND

SEMI-ANNUAL REPORT
June 30, 1995
<PAGE>

A LETTER TO OUR SHAREHOLDERS

Dear Shareholder:

The first six months of 1995 saw higher prices for most financial assets,
including the large-capitalization stocks in which the Landmark Equity Fund
primarily invests through the Equity Portfolio. In fact, the U.S. stock market
is leading all international equity markets so far this year.

The Landmark Funds' investment adviser, Citibank, N.A., manages the Equity
Portfolio to provide long-term growth of capital. The Portfolio participates in
the ownership of common stocks issued primarily by domestic companies, with
emphasis on medium- to large-capitalization companies with seasoned management
teams.

This Semi-Annual Report for the period ended June 30, 1995, reviews the
Fund's investment activities and performance over the past six months and
provides a summary of Citibank's perspective on the financial markets and
outlook for the foreseeable future. On behalf of the Board of Trustees of the
Landmark Funds, we want to thank our shareholders for their participation and
support. We look forward to serving you in the months and years ahead.

/s/ Philip W. Coolidge
Philip W. Coolidge
President
July 20, 1995

TABLE OF CONTENTS
1 Letter to Shareholders
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2 Market Environment
Fund Snapshot
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Portfolio Manager
3 The Portfolio Manager Responds
Fund Quotes
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4 Strategy and Outlook
Equity Portfolio by the Numbers
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5 Fund Data
Performance Highlights

LANDMARK EQUITY FUND
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6 Statement of Assets and Liabilities
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7 Statement of Operations
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8 Statement of Changes in Net Assets
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9 Financial Highlights
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10 Notes to Financial Statements
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EQUITY PORTFOLIO
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13 Portfolio of Investments
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15 Statement of Assets and Liabilities
Statement of Operations
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16 Statement of Changes in Net Assets
Financial Highlights
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17 Notes to Financial Statements

Remember that Mutual Fund Shares:
o Are not bank deposits or FDIC insured
o Are not obligations of or guaranteed by Citibank or Citicorp Investment
Services
o Are subject to investment risks, including possible loss of the
principal amount invested

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MARKET ENVIRONMENT
------------------------------------------------------------------------------

The U.S. stock market rallied sharply during the first half of 1995, the
result of investors' perception that the Federal Reserve has been largely
successful in its efforts to constrain economic growth without causing either a
recession or an acceleration of inflation. Recent economic data suggest that the
U.S. is experiencing a "soft landing" after 1994's torrid pace of economic
growth, a state of affairs that raises expectations for continued economic
expansion with low inflation and, perhaps most important, no need for the
Federal Reserve to raise short-term interest rates further. This good economic
news was reinforced during the period by strong earnings reports from many U.S.
corporations, and equity investors bid stock prices higher.

While virtually all sectors of the market rose, large-capitalization
stocks--the investments in which the Equity Portfolio primarily invests--led the
market's advance as investors shifted funds from money market instruments to
high-quality equities and equity mutual funds. The technology, finance and
transportation industries showed the most strength while utilities and consumer
durable companies such as automobile manufacturers lagged the overall market.

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FUND SNAPSHOT
------------------------------------------------------------------------------

COMMENCEMENT OF OPERATIONS
October 19, 1990

NET ASSETS AS OF 6/30/95
$195.8 million

FUND OBJECTIVE
Long-term capital growth; dividend income, if any, is incidental to this
investment objective.

DIVIDENDS
Paid semi-annually, if any

CAPITAL GAINS
Distributed annually, if any

BENCHMARKS
o Standard & Poor's 500 Index
o Lipper Growth Funds Average

INVESTMENT ADVISER,
EQUITY PORTFOLIO
Citibank, N.A.

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PORTFOLIO MANAGER
------------------------------------------------------------------------------
A. DWIGHT HYDE, JR.
Vice President, Citibank, N.A.
U.S. Chief Investment Officer
Citibank Global Asset Management

Mr. Hyde has been responsible for managing the Portfolio since its inception
after serving as the manager of the Fund since January 1993. He serves as U.S.
Chief Investment Officer for Citibank Global Asset Management and personally
manages over $2 billion of equity assets for Citibank, including the equity
portion of the Balanced Portfolio. He also serves as head of the Equity Strategy
Committee and is a member of the Citibank Investment Policy Committee. Mr. Hyde
joined Citibank in 1980. He has also served as Chief Investment Officer at Dean
Witter Asset Management and Paribas Asset Management. Mr. Hyde is a member of
the New York Society of Security Analysts and the Financial Analysts Foundation.

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THE PORTFOLIO MANAGER RESPONDS
------------------------------------------------------------------------------

At the end of 1994, in the wake of disappointing stock market performance,
the Portfolio held approximately 19% of its assets in cash as we awaited
opportunities for profitable investment. When it became clear that the economy
was slowing and that interest rates were likely to remain stable or decline, we
put most of that cash to work by investing in attractively valued stocks issued
by high-quality U.S. companies.

We found attractive investment opportunities in some energy stocks that had
improving operating margins and would benefit from rising commodity prices.
Other areas of focus include the transportation, health care and industrial
services industries, all of which should do well in a slow-growth economic
environment. We took profits in some financial stocks during the period as they
became fully valued. And we continued to underweight industries that we expect
to lag the market, including utilities and retail.

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FUND QUOTES FROM THE PORTFOLIO MANAGER
------------------------------------------------------------------------------

"The rise in the stock market has been linked to strength in the bond market,
and corporate earnings have also been very strong."

"Earnings strength has not been isolated in one or two industries, but has been
evident in many industries from financials to energy to electronics and consumer
non-durables."

"We try to find large-cap stocks we can hold for the long haul that are selling
at reasonable values. We also take advantage of shorter term opportunities in
cyclical and out-of-favor stocks."

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STRATEGY AND OUTLOOK
------------------------------------------------------------------------------

The Equity Portfolio is conservatively managed for long-term capital
growth. We strive to participate fully in rising markets while avoiding the
brunt of declining markets. We believe that this philosophy will continue to
serve shareholders well during the second half of 1995.

The Portfolio is built around a core of long-term holdings in
large-capitalization stocks that are expected to provide healthy earnings growth
in virtually any economic climate. We complement those core positions with
economically sensitive stocks that we expect to provide above-average gains
under prevailing conditions. And we invest opportunistically in stocks that we
believe will benefit from temporary trends or other timely influences.

Looking forward, we are becoming more cautious toward the stock market as
attractive valuations become harder to find. However, we expect any pause in the
market's advance to be temporary. A market correction should be viewed as a
buying opportunity that will enable investors to participate in the long-term
gains we believe are ahead.

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EQUITY PORTFOLIO
------------------------------------------------------------------------------
BY THE NUMBERS
------------------------------------------------------------------------------

TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO
(As of 6/30/95)
------------------------------------------------------------------------------

NAME INDUSTRY SECTOR % OF NET ASSETS
Royal Dutch Petroleum Co. Energy/Minerals 3.39%
Exxon Corp. Energy/Minerals 3.31%
Amoco Corp. Energy/Minerals 3.23%
General Motors Corp. Class "E" Electronics/Technical Service 2.71%
Kerr-McGee Corp. Energy/Minerals 2.67%
General Motors Corp. Consumer-Durables 2.63%
General Electric Co. Producer Manufacturing 2.50%
Eastman Kodak Co. Consumer-Durables 2.44%
Praxair Inc. Commodities 2.43%
Xerox Corp. Producer Manufacturing 2.24%

CHANGES IN PORTFOLIO SECTORS
Portfolio of investments
as of 6/30/95

[Graphics Omitted: Pie Charts]

Consumer ................................. 26%
Capital Goods ............................ 25%
Industrial ............................... 21%
Financial ................................ 14%
Cash/Short Term/Other .................... 12%
Foreign Closed End Funds ................. 2%

...Compared to 12/31/94

Consumer ................................. 28%
Capital Goods ............................ 25%
Cash/Short Term/Other .................... 18%
Financial ................................ 15%
Industrial ............................... 14%

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FUND DATA All Periods Ended June 30, 1995 (unaudited)
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<TABLE>
<CAPTION>
TOTAL RETURNS
---------------------------------------------
SINCE
SIX ONE 10/19/90
MONTHS<F1> YEAR INCEPTION<F2>
--------- ---------- ----------
<S> <C> <C> <C>
Landmark Equity Fund without Sales Charge................. 13.09% 16.35% 14.30%
Lipper Growth Funds Average............................... 17.47% 22.26% 16.53%<F3>
Standard & Poor's 500 Index............................... 20.19% 26.03% 16.77%<F3>
Landmark Equity Fund with Maximum Sales Charge of 4.75%... 7.75% 10.83% 13.12%

<FN>
<F1> Not annualized
<F2> Annualized
<F3> From 10/31/90
</TABLE>

30-Day SEC Yield 1.22%
Income Dividends Per Share $0.080
Capital Gain Distributions $0.069

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PERFORMANCE HIGHLIGHTS
------------------------------------------------------------------------------

A $10,000 investment in the Fund made on inception date would have grown to
$17,846 with sales charge (as of 6/30/95). The graph shows how the Fund compares
to our benchmarks for the period October 31, 1990 to June 30, 1995.

The graph includes the initial sales charge on the Fund (no comparable charge
exists for the other indices) and assumes all dividends and distributions from
the Fund are reinvested at Net Asset Value.

[The following data is presented as a graph in the printed report.]

Landmark Landmark
Equity- Equity- Lipper S&P 500
Without With Growth Index
Sales Sales Funds (Unmana-
Charge Charge Average ged)

Oct-90 $9,847 $9,379 $10,000 $10,000
Nov-90 $10,438 $9,942 $10,660 $10,646
Dec-90 $10,534 $10,034 $11,014 $10,943
Jan-91 $10,996 $10,474 $11,690 $11,420
Feb-91 $11,811 $11,250 $12,534 $12,237
Mar-91 $11,888 $11,323 $12,938 $12,533
Apr-91 $11,635 $11,082 $12,922 $12,563
May-91 $12,427 $11,837 $13,456 $13,104
Jun-91 $11,723 $11,167 $12,795 $12,504
Jul-91 $12,412 $11,822 $13,430 $13,087
Aug-91 $13,111 $12,488 $13,838 $13,397
Sep-91 $12,667 $12,065 $13,712 $13,173
Oct-91 $12,956 $12,340 $13,993 $13,350
Nov-91 $12,401 $11,812 $13,435 $12,812
Dec-91 $13,772 $13,118 $14,921 $14,277
Jan-92 $13,549 $12,905 $14,997 $14,012
Feb-92 $13,883 $13,224 $15,208 $14,194
Mar-92 $13,515 $12,874 $14,755 $13,917
Apr-92 $13,571 $12,927 $14,656 $14,326
May-92 $13,538 $12,895 $14,738 $14,397
Jun-92 $13,106 $12,484 $14,310 $14,182
Jul-92 $13,665 $13,016 $14,822 $14,762
Aug-92 $13,285 $12,654 $14,500 $14,460
Sep-92 $13,576 $12,931 $14,725 $14,630
Oct-92 $13,923 $13,261 $15,022 $14,681
Nov-92 $14,694 $13,996 $15,771 $15,182
Dec-92 $14,818 $14,114 $16,062 $15,369
Jan-93 $14,897 $14,189 $16,260 $15,498
Feb-93 $14,684 $13,986 $16,005 $15,709
Mar-93 $15,535 $14,797 $16,448 $16,040
Apr-93 $15,289 $14,563 $15,938 $15,652
May-93 $15,726 $14,979 $16,517 $16,071
Jun-93 $15,572 $14,833 $16,566 $16,118
Jul-93 $15,370 $14,640 $16,526 $16,054
Aug-93 $16,066 $15,302 $17,225 $16,662
Sep-93 $16,110 $15,345 $17,401 $16,534
Oct-93 $16,335 $15,559 $17,643 $16,876
Nov-93 $16,133 $15,367 $17,297 $16,716
Dec-93 $16,635 $15,845 $17,797 $16,918
Jan-94 $16,973 $16,166 $18,322 $17,494
Feb-94 $16,703 $15,909 $18,036 $17,020
Mar-94 $15,961 $15,203 $17,187 $16,277
Apr-94 $16,253 $15,481 $17,244 $16,486
May-94 $16,579 $15,792 $17,309 $16,756
Jun-94 $16,103 $15,339 $16,726 $16,346
Jul-94 $16,607 $15,819 $17,167 $16,882
Aug-94 $17,020 $16,211 $17,954 $17,574
Sep-94 $16,584 $15,797 $17,630 $17,149
Oct-94 $16,894 $16,091 $17,909 $17,546
Nov-94 $16,333 $15,557 $17,237 $16,902
Dec-94 $16,568 $15,781 $17,396 $17,151
Jan-95 $16,674 $15,882 $17,518 $17,595
Feb-95 $17,260 $16,440 $18,171 $18,280
Mar-95 $17,682 $16,842 $18,676 $18,819
Apr-95 $17,870 $17,021 $19,059 $19,372
May-95 $18,444 $17,568 $19,614 $20,145
Jun-95 $18,736 $17,846 $20,418 $20,613

Notes: All Fund performance numbers represent past performance, and are no
guarantee of future results. The Fund's share price and investment return will
fluctuate, so that the value of an investor's shares, when redeemed, may be
worth more or less than their original cost. Total returns include change in
share price and reinvestment of dividends and distributions, if any. Total
return figures "with sales charge" are provided in accordance with SEC
guidelines for comparative purposes for prospective investors.
<PAGE>
------------------------------------------------------------------------------
Landmark Equity Fund
------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES June 30, 1995 (unaudited)
------------------------------------------------------------------------------
ASSETS:
Investment in Equity Portfolio, at value (Note 1A)............ $196,035,077
Receivable for shares of beneficial interest sold............. 7,745
------------
Total assets.............................................. 196,042,822
------------

LIABILITIES:
Payable for shares of beneficial interest repurchased......... 172,500
Payable to affiliates--Shareholder servicing agents' fee (Note 2B) 39,970
Accrued expenses.............................................. 31,978
------------
Total liabilities......................................... 244,448
------------

NET ASSETS for 12,371,065 shares of beneficial
interest outstanding........................................ $195,798,374
============

NET ASSETS CONSIST OF:
Paid-in capital............................................... $168,107,862
Unrealized appreciation of investments........................ 24,133,763
Accumulated net realized gain on investments.................. 3,208,433
Undistributed net investment income........................... 348,316
------------
Total..................................................... $195,798,374
============

NET ASSET VALUE AND REDEMPTION PRICE PER SHARE OF
BENEFICIAL INTEREST ....................................... $15.83
======
COMPUTATION OF OFFERING PRICE:
Maximum Offering Price per share based on a 4.75% sales
charge ($15.83/0.9525)..................................... $16.62
======
See notes to financial statements
<PAGE>
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Landmark Equity Fund
------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 1995 (unaudited)
------------------------------------------------------------------------------
INVESTMENT INCOME (Note 1B):

Dividend Income from Equity Portfolio...... $1,581,566
Interest Income from Equity Portfolio...... 717,170
Other Income Foreign Tax reclaim........... 13,108
Allocated Expenses from Equity Portfolio... (562,840) 1,749,004
----------
EXPENSES:
Shareholder Servicing Agents' fees (Note 2B) 374,340
Administrative fees (Note 2A).............. 140,377
Distribution fees (Note 3)................. 46,792
Expense fees (Note 6)...................... 93,592
----------
Total expenses......................... 655,101
Less aggregate amount waived by
Administrator and Shareholder
Servicing Agents (Note 2A and 2B)........ (233,962)
----------
Net expenses.......................... 421,139
-----------
Net investment income................. 1,327,865
-----------

NET REALIZED AND UNREALIZED GAIN (LOSS) FROM EQUITY PORTFOLIO:
Net realized gain (loss)................... 3,214,597
Net change in unrealized appreciation (depreciation) 18,632,149
-----------
Net realized and unrealized gain (loss) from
Equity Portfolio ....................... 21,846,746
-----------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS ......................... $23,174,611
===========

See notes to financial statements
<PAGE>
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Landmark Equity Fund
------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, 1995 YEAR ENDED
(UNAUDITED) DECEMBER 31, 1994
-------------- ----------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS:
Net investment income........................................ $ 1,327,865 $ 2,218,886
Net realized gain ........................................... 3,214,597 3,501,493
Net change in unrealized appreciation (depreciation) ........ 18,632,149 (6,636,670)
------------ ------------
Net increase (decrease) in net assets resulting from operations 23,174,611 (916,291)
------------ ------------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income........................................ (979,549) (2,171,477)
Net realized gain on investments............................. (843,207) (5,539,727)
------------ ------------
Decrease in net assets from distributions to shareholders.. (1,822,756) (7,711,204)
------------ ------------

TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST (Note 5):
Net proceeds from sale of shares............................. 4,419,122 12,867,137
Net asset value of shares issued to shareholders
from reinvestment of distributions......................... 1,822,756 7,710,057
Cost of shares repurchased................................... (15,770,396) (28,877,657)
------------ ------------
Net decrease in net assets from transactions in shares of
beneficial interest...................................... (9,528,518) (8,300,463)
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS ....................... 11,823,337 (16,927,958)

NET ASSETS:
Beginning of period.......................................... 183,975,037 200,902,995
------------ ------------
End of period (including undistributed net investment income
of $348,316 and $0, respectively).......................... $195,798,374 $183,975,037
============ ============

See notes to financial statements
</TABLE>
<PAGE>

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Landmark Equity Fund
------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SIX MONTHS OCTOBER 19, 1990
ENDED YEAR ENDED DECEMBER 31, (COMMENCEMENT OF
JUNE 30, 1995 ---------------------------------------------- OPERATIONS) TO
(UNAUDITED) 1994 1993 1992 1991 DECEMBER 31,1990
-------- ---- ---- ---- ---- ----------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, beginning of period $14.13 $ 14.80 $ 13.23 $ 12.36 $ 9.57 $ 9.14
------ ------- ------- ------- ------ -------
Income From Operations:
Net investment income............. 0.108 0.173 0.071<F3> 0.065 0.126 0.065
Net realized and unrealized gain (loss) on
investments..................... 1.741 (0.245) 1.550 0.868 2.797 0.423
------ ------- ------- ------- ------ -------
Total from operations........ 1.849 (0.072) 1.621 0.933 2.923 0.488
------ ------- ------- ------- ------ -------
Less Distributions From:
Net investment income........... (0.080) (0.169) (0.051) (0.063) (0.133) (0.058)
Net realized gain on investments (0.069) (0.429) -- -- -- --
------ ------- ------- ------- ------ -------
Total from distributions ... (0.149) (0.598) (0.051) (0.063) (0.133) (0.058)
------ ------- ------- ------- ------ -------
Net Asset Value, end of period.... $15.83 $ 14.13 $ 14.80 $ 13.23 $12.36 $ 9.57
====== ======= ======= ======= ====== ======

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(000's omitted) $195,798 $183,975 $200,903 $10,973 $9,181 $6,026
Ratio of expenses to average
net assets 1.05%<F1><F4> 1.05%<F4> 1.07% 1.40% 1.40% 1.40%<F1>
Ratio of net investment income to average
net assets...................... 1.42%<F1> 1.15% 0.52% 0.53% 1.12% 3.48%<F1>
Portfolio turnover<F5>............ -- 1% 23% 79% 68% 0%
Total return...................... 13.09%<F2> (0.41)% 12.26% 7.60% 30.73% 5.34%

Note: If Agents of the Fund for the periods indicated had not waived a portion of their fees and had expenses not been limited
to that required by certain state securities laws, the net investment income (loss) per share and the ratios would have been
as follows:

Net investment income (loss) per share $0.089 $0.136 $0.029<F3> $(0.070) $0.002 $0.044
Ratios:
Expenses to average net assets 1.30%<F1><F4> 1.29%<F4> 1.37% 2.50% 2.50% 2.50%<F1>
Net investment income (loss) to
average net assets 1.17%<F1> 0.91% 0.21% (0.57)% 0.02% 2.38%<F1>
<FN>
<F1> Annualized
<F2> Not annualized.
<F3> Because of the significant increase in fund shares outstanding during the year ended December 31, 1993, the per share amount
for net investment income was computed using a monthly average number of shares outstanding during the year.
<F4> Includes the Fund's share of Equity Portfolio allocated expenses for the period May 1, 1994 to December 31, 1994 and for the
period indicated.
<F5> Portfolio turnover represents the rate of portfolio activity for the period while the Fund was making investments directly in
securities. The portfolio turnover rate for the period since the Fund transferred all of its investable assets to the
Portfolio is shown in the Portfolio's financial statements which are included elsewhere in this report.
</TABLE>

(1) SIGNIFICANT ACCOUNTING POLICIES
The Landmark Equity Fund (the "Fund") is a separate diversified series of
Landmark Funds II (the "Trust"), a Massachusetts business trust. The Trust is
registered under the Investment Company Act of 1940, as amended, as an open-end,
management investment company. The Fund invests all of its investable assets in
Equity Portfolio (the "Portfolio"), a management investment company for which
Citibank, N.A. ("Citibank") serves as Investment Adviser. The Landmark Funds
Broker-Dealer Services, Inc. ("LFBDS") acts as the Fund's Administrator and
Distributor. Citibank also serves as Sub-Administrator and makes Fund shares
available to customers as Shareholder Servicing Agent.

The Trust seeks to achieve the Fund's investment objective of long-term capital
growth by investing all of its investable assets in the Portfolio, an open-end,
diversified management investment company having the same investment objective
and policies and substantially the same investment restrictions as the Fund. The
value of such investment reflects the Fund's proportionate interest (97.6% at
June 30, 1995) in the net assets of the Portfolio.

The financial statements of the Portfolio, including the portfolio of
investments, are contained elsewhere in this report and should be read in
conjunction with the Fund's financial statements.

The significant accounting policies consistently followed by the Fund are in
conformity with generally accepted accounting principles and are as follows:

A. INVESTMENT VALUATION -- Valuation of securities by the Portfolio is discussed
in Note 1A of the Portfolio's Notes to Financial Statements which are included
elsewhere in this report.

B. INVESTMENT INCOME -- The Fund earns income, net of Portfolio expenses, daily
based on its investment in the Portfolio.

C. FEDERAL TAXES -- The Fund's policy is to comply with the provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute to shareholders all of its taxable income, including any net realized
gain on investment transactions. Accordingly, no provision for federal income or
excise tax is necessary.

D. EXPENSES -- The Fund bears all costs of its operations other than expenses
specifically assumed by Citibank and LFBDS. Expenses incurred by the Trust with
respect to any two or more funds or series are allocated in proportion to the
average net assets of each fund, except when allocations of direct expenses to
each fund can otherwise be made fairly. Expenses directly attributable to a fund
are charged to that fund. The Fund's share of the Portfolio's expenses are
charged against and reduce the amount of the Fund's investment in the Portfolio.

E. DISTRIBUTIONS -- Distributions to shareholders are recorded on ex-dividend
date. The amount and character of income and net realized gains to be
distributed are determined in accordance with income tax rules and regulations,
which may differ from generally accepted accounting principles. These
differences are attributable to permanent book and tax accounting differences.
Reclassifications are made to the Fund's capital accounts to reflect income and
net realized gains available for distribution (or available capital loss
carryovers) under income tax rules and regulations. For the year ended December
31, 1994, the fund reclassed $71,360 from undistributed net investment income,
$5,690 from paid-in capital and $77,050 to accumulated net realized gain on
investment.

F. OTHER -- All the net investment income, realized and unrealized gain and loss
of the Portfolio is allocated pro rata, based on respective ownership interests,
among the Fund and the other investors in the Portfolio at the time of such
determination. Investment transactions are accounted for on the trade date
basis. Realized gains and losses are determined on the identified cost basis.

(2) ADMINISTRATIVE SERVICES PLAN
The Trust has adopted an Administrative Services Plan (the "Administrative
Services Plan") which provides that the Trust, on behalf of the Fund, may obtain
the services of an Administrator, one or more Shareholder Servicing Agents and
other Servicing Agents, and may enter into agreements providing for the payment
of fees for such services. Under the Trust Administrative Services Plan, the
aggregate of the fee paid to the Administrator from the Fund, the fees paid to
the Shareholder Servicing Agents from the Fund under such Plan and the Basic
Distribution Fee paid from the Fund to the Distributor under the Distribution
Plan may not exceed 0.65% of the Fund's average daily net assets on an
annualized basis for the Fund's then-current fiscal year.

A. ADMINISTRATIVE FEE -- Under the terms of an Administrative Services
Agreement, the administrative fee payable to the Administrator, as compensation
for overall administrative services and general office facilities, may not
exceed an annual rate of 0.20% of the Fund's average daily net assets. Under the
Administrative Services Plan the Administrator received fees computed at an
annual rate of 0.15% of the Fund's average daily net assets which amounted to
$140,377 of which $93,585 was voluntarily waived for the six months ended June
30, 1995. Citibank acts as Sub-Administrator and performs such duties and
receives such compensation from LFBDS as from time to time is agreed to by LFBDS
and Citibank. The Fund pays no compensation directly to any Trustee or to any
officer who is affiliated with the Administrator, all of whom receive
remuneration for their services to the Fund from the Administrator or its
affiliates. Certain of the officers and a Trustee of the Fund are officers or
directors of the Administrator or its affiliates.

B. SHAREHOLDER SERVICING AGENTS FEES -- The Trust, on behalf of the Fund, has
entered into shareholder servicing agreements with each Shareholder Servicing
Agent pursuant to which that Shareholder Servicing Agent acts as an agent for
its customers and provides other related services. For their services, each
Shareholder Servicing Agent receives fees from the Fund, which may be paid
periodically, which may not exceed, on an annualized basis, an amount equal to
0.40% of the average daily net assets of the Fund represented by shares owned
during the period for which payment is being made by investors for whom such
Shareholder Servicing Agent maintains a servicing relationship. Shareholder
Servicing Agents' fees amounted to $374,340 of which $140,377 was voluntarily
waived for the six months ended June 30, 1995.

(3) DISTRIBUTION FEES
The Fund has adopted a Plan of Distribution pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended, in which the Fund reimburses the
Distributor for expenses incurred or anticipated in connection with sales of
shares of the Fund, at an annual rate not to exceed 0.15% of the Fund's average
daily net assets. The Distributor may also receive an additional fee from the
Fund at an annual rate not to exceed 0.05% of the Fund's average daily net
assets in anticipation of, or as reimbursement for, advertising expenses
incurred by the Distributor in connection with the sale of shares of the Fund.
No payment of such additional fee has been made during the period. Under the
Administrative Services Plan distribution fees were computed at an annual rate
of 0.05% of the Fund's average daily net assets, which amounted to $46,792 for
the six months ended June 30, 1995.

(4) INVESTMENT TRANSACTIONS
Increases and decreases in the Fund's investment in the Portfolio for the six
months ended June 30, 1995 aggregated $4,510,735 and $16,313,861, respectively.

(5) SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value).
Transactions in shares of beneficial interest were as follows :

Six Months Ended Year Ended
June 30, 1995 December 31,
(unaudited) 1994
---------------- -------------
Shares sold............................ 291,394 876,386
Shares issued to shareholders from
reinvestment of distributions....... 115,602 550,817
Shares repurchased..................... (1,056,374) (1,980,632)
---------- ----------
Net decrease........................... (649,378) (553,429)
========== ==========

(6) EXPENSE FEE
LFBDS has entered into an expense agreement with the Fund. LFBDS has agreed to
pay all of the ordinary operating expenses (excluding interest, taxes, brokerage
commissions, litigation costs or other extraordinary costs or expenses) of the
Fund, other than fees paid under the Administrative Services Agreement,
Distribution Agreement, and the Shareholder Servicing Agreements. The Agreement
may be terminated by either party upon not less than 30 days nor more than 60
days written notice.

The Fund has agreed to pay LFBDS an expense fee on an annual basis, accrued
daily and paid monthly; provided, however, that such fee shall not exceed the
amount such that immediately after any such payment the aggregate ordinary
operating expenses of the Fund including expenses allocated from the Portfolio
would, on an annual basis, exceed an agreed upon rate, currently 1.05% of the
Fund's average daily net assets.
<PAGE>
------------------------------------------------------------------------------
Equity Portfolio
------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS June 30, 1995 (unaudited)
------------------------------------------------------------------------------

ISSUER SHARES VALUE
------------------------------------------------------------------------------

------------------------------------------------------------------------------
COMMON STOCKS -- 85.2%
------------------------------------------------------------------------------

COMMODITIES - 6.5%
EI Dupont De Nemours & Co. Inc. 50,000 $ 3,437,500
Lubrizol Corp............ 83,000 2,936,125
Praxair Inc.............. 195,000 4,875,000
Stone Container Corp..... 81,500 1,731,875
------------
12,980,500
------------

COMMERCIAL SERVICES -2.1%
Sysco Corp............... 140,000 4,130,000
------------

CONSUMER-DURABLES - 5.1%
Eastman Kodak Co......... 81,000 4,910,625
General Motors Corp...... 112,500 5,273,438
------------
10,184,063
------------

CONSUMER-NON DURABLES - 4.9%
PepsiCo Inc.............. 96,000 4,380,000
Philip Morris Comp Cos Inc. 50,000 3,718,750
RJR Nabisco Holdings Group 65,000 1,811,875
------------
9,910,625
------------

CONSUMER SERVICES -4.2%
Carnival Corp............ 116,000 2,711,500
Mirage Resorts Inc....... 45,200 1,384,250
McDonald's Corp.......... 112,000 4,382,000
------------
8,477,750
------------

ELECTRONICS/TECHNICAL SERVICES - 11.5%
Cisco Systems, Inc....... 80,000 4,045,000
Computer Associates Intl. Inc. 41,700 2,825,175
DSC Communications....... 56,000 2,604,000
First Financial Mgmt. Corp. 34,500 2,949,750
General Motors Corp. Class "E" 125,000 5,437,500
Loral Corp............... 46,500 2,406,375
Silicon Graphics Inc.*... 70,000 2,791,250
------------
23,059,050
------------

ENERGY/MINERALS -12.6%
Amoco Corp............... 97,500 6,495,937
Exxon Corp............... 94,000 6,638,750
Kerr-McGee Corp.......... 100,000 5,362,500
Royal Dutch Petroleum Co.
ADRs................... 55,900 6,812,813
------------
25,310,000
------------

FINANCE - 8.4%
American International
Group Inc.............. 35,000 3,990,000
BankAmerica Corp......... 60,000 3,157,500
Federal National Mortgage
Association............ 45,000 4,246,875
State Street Boston Corp. 78,000 2,876,250
Travelers Inc............ 60,000 2,625,000
------------
16,895,625
------------

HEALTH SERVICES/TECHNOLOGY - 5.9%
Community Health Systems. 44,500 1,507,437
Johnson & Johnson........ 63,000 4,260,375
Pfizer Inc............... 47,500 4,387,813
United Healthcare Corp... 8,800 364,100
Value Health Inc......... 44,000 1,419,000
------------
11,938,725
------------

INDUSTRIAL SERVICES - 4.4%
Fluor Corp. ............. 62,000 3,224,000
Schlumberger LTD......... 28,200 1,751,925
WMX Technologies Inc..... 140,000 3,972,500
------------
8,948,425
------------

PRODUCER MANUFACTURING - 8.4%
Danaher Corp............. 72,700 2,199,175
Deere & Co............... 20,000 1,712,500
Emerson Electric Co...... 47,000 3,360,500
General Electric Co...... 89,000 5,017,375
Xerox Corp............... 38,300 4,490,675
------------
16,780,225
------------

RETAIL TRADE - 4.0%
Limited Inc.............. 75,000 1,650,000
Nine West Group Inc...... 47,600 1,737,400
Toys "R" Us Inc. *....... 97,000 2,837,250
Wal-Mart Stores Inc...... 70,000 1,872,500
------------
8,097,150
------------

TRANSPORTATION - 2.1%
Norfolk Southern Co...... 62,000 $ 4,177,250
------------

UTILITIES - 5.1%
FPL Group Inc............ 75,000 2,896,875
GTE Corp................. 111,000 3,787,875
Pacificorp .............. 150,000 2,812,500
Texas Utilities.......... 23,000 790,625
------------
10,287,875
------------

TOTAL COMMON STOCK
(Identified Cost - $146,020,547) 171,177,263
------------
FOREIGN CLOSED END FUNDS - 2.2%
Emerging Germany Fund Inc. 30,800 223,300
Emerging Tiger Fund Inc.. 43,800 580,350
First Australia Fund Inc. 11,400 89,775
First Philippine Fund.... 15,700 262,973
France Growth Fund ...... 12,900 132,225
Global Privatization Fund 17,500 225,313
Growth Fund of Spain..... 25,000 250,000
India Fund............... 40,200 412,050
Malaysia Fund............ 26,500 513,438
Pakistan Investment Fund. 45,500 307,125
Thai Capital Fund........ 24,700 429,163
The New Germany Fund..... 38,100 461,963
The Thai Fund Inc........ 18,500 490,250
------------

TOTAL FOREIGN CLOSED END FUNDS
(Identified Cost - $5,102,554) 4,377,925
------------
PRINCIPAL
ISSUER AMOUNT VALUE
---------------------------------------------------------------------------

---------------------------------------------------------------------------
SHORT-TERM OBLIGATIONS -- 10.0%
---------------------------------------------------------------------------
Chase Manhattan Repurchase Agreement
6.125%, due 7/3/95, proceeds
at maturity $20,013,210 $20,003,000 $ 20,003,000
(secured by $20,219,534 ------------
U.S. Treasury Note 7.50%,
due 11/15/16)

TOTAL INVESTMENTS........ 97.4% 195,558,188
(Identified Cost $171,126,101)
OTHER ASSETS,
LESS LIABILITIES........ 2.6 5,305,795
------ ------------
NET ASSETS............... 100.0% $200,863,983
====== ============

*Non-income producing security.

See notes to financial statements
<PAGE>
-----------------------------------------------------------------------------
Equity Portfolio
-----------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES June 30, 1995 (unaudited)
-----------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS:
Investments at value (Note 1A) (Identified Cost, 171,126,101)....................... $195,558,188
Cash................................................................................ 893
Receivable for investments sold..................................................... 7,942,450
Dividends and interest receivable................................................... 278,845
------------
Total assets.................................................................... 203,780,376
------------
LIABILITIES:
Payable for investments purchased................................................... 2,817,153
Payable to affiliates--Investment advisory fee (Note 2).............................. 81,928
Accrued expenses and other liabilities.............................................. 17,312
------------
Total liabilities............................................................... 2,916,393
------------
NET ASSETS ......................................................................... $200,863,983
============
REPRESENTED BY:
Paid-in capital for beneficial interests............................................ $200,863,983
============
</TABLE>
See notes to financial statements

-----------------------------------------------------------------------------
Equity Portfolio
-----------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 1995 (unaudited)
-----------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Dividends (net of foreign withholding tax of $33,189).................. $1,608,782
Interest............................................................... 728,685
----------
Total Income......................................................... $ 2,337,467

EXPENSES:
Investment advisory fees (Note 2)...................................... 477,074
Administrative fees (Note 3)........................................... 47,707
Expense fees (Note 6).................................................. 47,711
----------
Total expenses....................................................... 572,492
-----------
Net investment income................................................ 1,764,975
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) from investment transactions.................. 3,267,365
Unrealized appreciation (depreciation) of investments--
Beginning of period................................................. 5,474,813
End of period....................................................... 24,432,087
----------
Net change in unrealized appreciation (depreciation).................. 18,957,274
-----------
Net realized and unrealized gain (loss) on investments.............. 22,224,639
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS................... $23,989,614
===========
</TABLE>
See notes to financial statements
<PAGE>
-----------------------------------------------------------------------------
Equity Portfolio
-----------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
-----------------------------------------------------------------------------
<TABLE>
<CAPTION>

MAY 1, 1994
SIX MONTHS ENDED (COMMENCEMENT
JUNE 30, 1995 OF OPERATIONS) TO
(UNAUDITED) DECEMBER 31, 1994
--------------- ---------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS:
Net investment income............................................. $ 1,764,975 $ 2,322,467
Net realized gain on investment transactions...................... 3,267,365 2,731,272
Net change in unrealized appreciation (depreciation) of investments 18,957,274 (844,015)
------------ ------------
Net increase in net assets resulting from operations.......... 23,989,614 4,209,724
------------ ------------

CAPITAL TRANSACTIONS:
Proceeds from contributions....................................... 6,752,473 199,044,676
Value of withdrawals.............................................. (16,563,588) (16,568,916)
------------ ------------
Net increase (decrease) in net assets from capital transactions (9,811,115) 182,475,760
------------ ------------

NET INCREASE IN NET ASSETS: ...................................... 14,178,499 186,685,484
NET ASSETS:
Beginning of period............................................... 186,685,484 --
------------ ------------
End of period..................................................... $200,863,983 $186,685,484
============ ============
</TABLE>

See notes to financial statements

MAY 1, 1994
SIX MONTHS ENDED (COMMENCEMENT
JUNE 30, 1995 OF OPERATIONS) TO
(UNAUDITED) DECEMBER 31, 1994
--------------- ----------------
RATIOS/SUPPLEMENTAL DATA:
<S> <C> <C>
Net Assets, end of period (000 omitted)........................... $200,864 $186,685
Ratio of expenses to average net assets........................... 0.60%<F1> 0.60%<F1>
Ratio of net investment income to average net assets.............. 1.85%<F1> 1.81%<F1>
Portfolio turnover................................................ 4% 35%

<FN>
<F1> Annualized
</TABLE>
See notes to financial statements
<PAGE>
-----------------------------------------------------------------------------
Equity Portfolio
-----------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (unaudited)
-----------------------------------------------------------------------------

(1) SIGNIFICANT ACCOUNTING POLICIES
Equity Portfolio (the "Portfolio"), a separate series of The Premium Portfolios
(the "Portfolio Trust"), is registered under the Investment Company Act of 1940,
as amended, as a diversified, open-end management investment company which was
organized as a trust under the laws of the State of New York. The Declaration of
Trust permits the Trustees to issue beneficial interests in the Portfolio. The
Investment Adviser of the Portfolio is Citibank N.A. (Citibank"). Signature
Financial Group (Grand Cayman), Ltd. ("SFG") acts as the Portfolio's
Administrator.

The significant accounting policies consistently followed by the Portfolio are
in conformity with generally accepted accounting principles and are as follows:

A. INVESTMENT SECURITY VALUATIONS -- Equity securities listed on securities
exchanges or reported through the NASDAQ system are valued at last sale prices.
Unlisted securities or listed securities for which last sales prices are not
available are valued at last quoted bid prices. Debt securities (other than
short-term obligations maturing in sixty days or less), are valued on the basis
of valuations furnished by pricing services which take into account appropriate
factors such as institutional-size trading in similar groups of securities,
yield, quality, coupon rate, maturity, type of issue, and other market data,
without exclusive reliance on quoted prices or exchange or over-the-counter
prices, since such valuations are believed to reflect more accurately the fair
value of the securities. Short-term obligations, maturing in sixty days or less,
are valued at amortized cost, which approximates market value. Securities, if
any, for which there are no such valuations or quotations are valued at fair
value as determined in good faith by or under guidelines established by the
Trustees.

B. INCOME -- Interest income consists of interest accrued and discount earned,
adjusted for amortization of premium or discount on long-term debt securities
when required for U.S. federal income tax purposes. Dividend income is recorded
on the ex-dividend date.

C. U.S. FEDERAL INCOME TAXES -- The Portfolio is considered a partnership under
the U.S. Internal Revenue Code. Accordingly, no provision for federal income
taxes is necessary.

D. REPURCHASE AGREEMENTS -- It is the policy of the Portfolio to require the
custodian bank to take possession, to have legally segregated in the Federal
Reserve Book Entry System or to have segregated within the custodian bank's
vault, all securities held as collateral in support of repurchase agreement
investments. Additionally, procedures have been established by the Portfolio to
monitor, on a daily basis, the market value of the repurchase agreement's
underlying investments to ensure the existence of a proper level of collateral.

E. EXPENSES -- The Portfolio bears all costs of its operations other than
expenses specifically assumed by Citibank and SFG. Expenses incurred by the
Portfolio Trust with respect to any two or more portfolios or series are
allocated in proportion to the average net assets of each portfolio, except when
allocations of direct expenses to each portfolio can otherwise be made fairly.
Expenses directly attributable to a portfolio are charged to that portfolio.

F. OTHER -- Investment transactions are accounted for on the date the
investments are purchased or sold. Realized gains and losses are determined on
the identified cost basis.

(2) INVESTMENT ADVISORY FEES
The investment advisory fee paid to Citibank, as compensation for overall
investment management services, amounted to $477,074 for the six months ended
June 30, 1995. The investment advisory fee is computed at the annual rate of
0.50% of the Portfolio's average daily net assets.

(3) ADMINISTRATIVE FEE
Under the terms of an Administrative Services Agreement, the administrative fee
paid to the Administrator, as compensation for overall administrative services
and general office facilities, is computed at an annual rate of 0.05% of the
Portfolio's average daily net assets. The administrative fee amounted to $47,707
for the six months ended June 30, 1995. Citibank acts as Sub-Administrator and
performs such duties and receives such compensation from SFG as from time to
time is agreed to by SFG and Citibank. The Portfolio pays no compensation
directly to any Trustee or any officer who is affiliated with the Administrator,
all of whom receive remuneration for their services to the Portfolio from the
Administrator or its affiliates. Certain of the officers and a Trustee of the
Portfolio are officers or directors of the Administrator or its affiliates.

(4) PURCHASES AND SALES OF INVESTMENTS Purchases and sales of investments, other
than short-term obligations, aggregated $6,752,473 and $16,563,588,
respectively, for the six months ended June 30, 1995.

(5) FEDERAL INCOME TAX BASIS OF INVESTMENTS
The cost and unrealized appreciation (depreciation) in value of the investment
securities owned at June 30, 1995, as computed on a federal income tax basis,
are as follows:

Aggregate cost...................... $171,126,101
============

Gross unrealized appreciation....... $ 27,121,853
Gross unrealized depreciation....... (2,689,766)
------------
Net unrealized appreciation......... $ 24,432,087
=============

(6) EXPENSE FEE
SFG has entered into an expense agreement with the Portfolio. SFG has agreed to
pay all of the ordinary operating expenses (excluding interest, taxes, brokerage
commissions, litigation costs or other extraordinary costs or expenses) of the
Portfolio, other than fees paid under the Advisory Agreement and Administrative
Services Agreement. The Agreement may be terminated by either party upon not
less than 30 days nor more than 60 days written notice.

The Portfolio has agreed to pay SFG an expense fee on an annual basis accrued
daily and paid monthly; provided, however, that such fee shall not exceed the
amount such that immediately after any such payment the aggregate ordinary
expenses of the Portfolio would, on an annual basis, exceed an agreed upon rate,
currently 0.60% of average daily net assets.

(7) LINE OF CREDIT
The Portfolio, along with the other Landmark Funds, entered into an ongoing
agreement with a bank which allows the Funds collectively to borrow up to $40
million for temporary or emergency purposes. Interest on the borrowings, if any,
is charged to the specific fund executing the borrowing at the base rate of the
bank. In addition, the $15 million committed portion of the line of credit
requires a quarterly payment of a commitment fee based on the average daily
unused portion of the line of credit. For the six months ended June 30, 1995,
the commitment fee allocated to the Portfolio was $762. Since the line of credit
was established, there have been no borrowings.
<PAGE>
-----------------------------------------------------------------------------
Shareholder
Servicing Agents
-----------------------------------------------------------------------------

FOR CITIBANK NEW YORK RETAIL BANKING AND
BUSINESS AND PROFESSIONAL CUSTOMERS:
Citibank, N.A.
450 West 33rd Street, New York, NY 10001
(212) 564-3456 or (800) 846-5300

FOR CITIGOLD CUSTOMERS:
Citibank, N.A.
Citigold
P.O. Box 5130, New York, NY 10126-5130
Call Your Citigold Executive or, in NY or CT, (800) 285-1701,
For all other states, (800) 285-1707

FOR PRIVATE BANKING CLIENTS:
Citibank, N.A.
The Citibank Private Bank
153 East 53rd Street, New York, NY 10043
Call Your Citibank Private Banking Account Officer,
Investment Specialist or (212) 559-5959

FOR CITIBANK GLOBAL ASSET MANAGEMENT CLIENTS:
Citibank, N.A.
Citibank Global Asset Management
153 East 53rd Street, New York, NY 10043
(212) 559-7117

FOR NORTH AMERICAN INVESTOR SERVICES CLIENTS:
Citibank, N.A.
111 Wall Street, New York, NY 10043
Call Your Account Manager or (212) 657-9100

FOR CITICORP INVESTMENT SERVICES CUSTOMERS:
Citicorp Investment Services
One Court Square, Long Island City, NY 11120
Call Your Investment Consultant or (800) 846-5200
(212) 736-8170 in New York City

[logo]
LANDMARK
FUNDS

MONEY MARKET FUNDS:
Cash Reserves
Premium Liquid Reserves
Institutional Liquid Reserves

U.S. Treasury Reserves
Premium U.S. Treasury Reserves
Institutional U.S. Treasury Reserves

Tax Free Reserves
California Tax Free Reserves
Connecticut Tax Free Reserves
New York Tax Free Reserves

STOCK & BOND FUNDS:
U.S. Government Income Fund
Intermediate Income Fund
National Tax Free Income Fund
New York Tax Free Income Fund

Balanced Fund
Equity Fund
International Equity Fund
Small Cap Equity Fund
Emerging Asian Markets Equity Fund
<PAGE>

TRUSTEES AND OFFICERS
Philip W. Coolidge*, President
H. B. Alvord
Riley C. Gilley
Diana R. Harrington
Susan B. Kerley
C. Oscar Morong, Jr.
Donald B. Otis
E. Kirby Warren
William S. Woods, Jr.

SECRETARY AND TREASURER
James B. Craver*

ASSISTANT TREASURER
Barbara M. O'Dette*

ASSISTANT SECRETARIES
Susan Jakuboski*
Molly S. Mugler*

*Affiliated Person of Administrator and Distributor

-----------------------------------|--|----------------------------------------

INVESTMENT ADVISER
(OF EQUITY PORTFOLIO)
Citibank, N.A.
153 East 53rd Street, New York, NY 10043

ADMINISTRATOR AND DISTRIBUTOR
The Landmark Funds Broker-Dealer Services, Inc.
6 St. James Avenue, Boston, MA 02116
(617) 423-1679

TRANSFER AGENT
State Street Bank and Trust Company
225 Franklin Street, Boston, MA 02110

CUSTODIAN
Investors Bank and Trust Company
One Lincoln Plaza, Boston, MA 02111

AUDITORS
Price Waterhouse LLP
160 Federal Street, Boston, MA 02110

LEGAL COUNSEL
Bingham, Dana & Gould
150 Federal Street, Boston, MA 02110

-----------------------------------|--|----------------------------------------

SHAREHOLDER SERVICING AGENTS
(See Inside Cover)

This report is prepared for the information of shareholders. It is authorized
for distribution to prospective investors only when preceded or accompanied by
an effective prospectus.

This Report is Prepared & Printed on Recycled Paper [LOGO]
EQ/EI/S/95
<PAGE>
[LOGO] LANDMARK(SM) FUNDS
ADVISED BY CITIBANK, N.A.

LANDMARK
SMALL CAP
EQUITY FUND

SEMI-ANNUAL
REPORT
JUNE 30, 1995
<PAGE>
--------------------------------------------------------------------------------
A LETTER TO OUR SHAREHOLDERS
--------------------------------------------------------------------------------

Dear Shareholder:

The first six months of 1995 saw higher prices for most financial assets,
including the small-capitalization stocks in which the Landmark Small Cap Equity
Fund primarily invests through the Small Cap Equity Portfolio. As you know,
however, the Portfolio has been operational only since June 21, 1995. We are
sending you this Semi-Annual Report to offer you a summary of the investment
adviser's perspective on the financial markets, their outlook for the
foreseeable future and their approach to managing small-capitalization equity
investments.

The Landmark Funds' investment adviser, Citibank, N.A., manages the Small
Cap Equity Portfolio to provide long-term growth of capital . The Portfolio
participates primarily in the ownership of common stocks issued by domestic
companies with market capitalizations of $750 million or less.

On behalf of the Board of Trustees of the Landmark Funds, we want to thank
you for your participation in the Landmark Small Cap Equity Fund. We look
forward to serving you in the months and years ahead.

/s/ Philip W. Coolidge
Philip W. Coolidge
President
July 20, 1995

TABLE OF CONTENTS
1 Letter to Shareholders
--------------------------------------------
2 Market Environment
Fund Snapshot
--------------------------------------------
3 Portfolio Manager
The Portfolio Manager Responds
--------------------------------------------
4 Fund Quotes
Strategy and Outlook
--------------------------------------------

LANDMARK SMALL CAP EQUITY FUND
5 Statement of Assets and Liabilities
Statement of Operations
--------------------------------------------
6 Statement of Changes in Net Assets
--------------------------------------------
7 Financial Highlights
--------------------------------------------
8 Notes to Financial Statements
--------------------------------------------

SMALL CAP EQUITY PORTFOLIO
10 Portfolio of Investments
--------------------------------------------
11 Statement of Assets and Liabilities
Statement of Operations
--------------------------------------------
12 Statement of Changes in Net Assets
Financial Highlights
--------------------------------------------
13 Notes to Financial Statements
--------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
MARKET ENVIRONMENT
--------------------------------------------------------------------------------

While virtually all sectors of the market rose, small-capitalization
stocks--the investments in which the Portfolio primarily invests--lagged the
broad market's advance as investors shifted funds from money market instruments
primarily to large-capitalization domestic equities. In addition, the first half
of 1995 saw a shift in the equity markets from the economically sensitive stocks
in favor for much of 1994 to large growth companies, including multi-national
corporations that benefitted from a weak U.S. dollar. In our opinion, the next
major shift should be from large stocks to the smaller growth companies in which
the Portfolio invests.

--------------------------------------------------------------------------------
FUND SNAPSHOT
--------------------------------------------------------------------------------

COMMENCEMENT OF OPERATIONS
June 21, 1995

NET ASSETS AS OF 6/30/95
$1.1 million

FUND OBJECTIVE
Long-term capital growth; dividend income, if any, is incidental to this
investment objective.

DIVIDENDS
Paid semi-annually, if any

CAPITAL GAINS
Distributed annually, if any

BENCHMARK
o Russell 2000(R) Index

INVESTMENT ADVISER,
SMALL CAP EQUITY PORTFOLIO
Citibank, N.A.
<PAGE>
--------------------------------------------------------------------------------
PORTFOLIO MANAGER
--------------------------------------------------------------------------------

DAVID N. PEARL
Vice President, Citibank, N.A.

Mr. Pearl is a Portfolio Manager of U.S. Equity Assets for institutional
clients, with a focus on small and medium capitalization stocks.

Prior to joining Citibank in 1994, Mr. Pearl was a Portfolio Manager at Fleming
Capital Management where he managed a $125 million unit trust and invested over
$750 million in small capitalization growth stocks. Prior to this he was with
Bankers Trust Company, managing over $2 billion for institutional equity
clients. Mr. Pearl has also held the position of Research Analyst with BEA
Associates and has worked as a Manager, High Technology Programs for Coopers &
Lybrand.

--------------------------------------------------------------------------------
THE PORTFOLIO MANAGER RESPONDS
--------------------------------------------------------------------------------

The Portfolio became virtually fully invested as of June 30 as we found
attractively priced small-cap companies that fit our investment criteria. As of
June 30, the Portfolio contained 24 different stocks. Over the next several
months, we expect to increase that number in order to provide the level of
diversification we believe is necessary to manage market risks effectively.

Our investment management style focuses primarily on the growth prospects
of individual companies rather than the outlook for the economy, financial
markets or broad industry groups. When selecting individual small-cap stocks, we
look first for companies with consistent revenues and earnings growth over time.
That list is then subject to fundamental analysis, including financial modeling
and, more important, on-site visits with company management.

We look for companies run by management teams with a strong strategic
vision and ownership interests in their companies' futures. Candidates for
investment should also have excellent products and services, good cash flow and
a positive business environment such as a favorable regulatory climate or
advantageous trends in commodity prices. The final step in the stock selection
process is a careful evaluation of a company's stock price relative to such
measures as earnings, revenues and book value. We will purchase a company's
stock only if we regard it as reasonably priced relative to its growth
prospects.
<PAGE>
--------------------------------------------------------------------------------
FUND QUOTES FROM THE PORTFOLIO MANAGER
--------------------------------------------------------------------------------

"Small stocks had only about half the gain of large stocks during the period.
But, in our view, this gap has only increased the relative investment
attractiveness of small-company stocks."

"Small stocks are attractive now for three reasons: the possibility of a
stronger U.S. dollar, lower interest rates and being in the mid-to late-stage of
the business cycle. All of these conditions favor small stocks."

"We look for high-quality companies with good growth prospects that are selling
at attractive valuations."

--------------------------------------------------------------------------------
STRATEGY AND OUTLOOK
--------------------------------------------------------------------------------

In our view, plenty of opportunities for profitable investment remain in
stocks of issuers that have small market capitalizations ("small cap
companies"), even after the broad market's advance of the past six months.
Unlike larger companies, where growth on average is slowing from recent levels,
the average growth rate of small cap companies appears to be accelerating. As
more investors recognize the superior earnings momentum of small cap companies
relative to their larger capitalized counterparts, we expect to see a strong
flow of assets into small cap equities and mutual funds, which should drive
prices higher.

More specifically, we expect to find attractive investments at reasonable
prices in a number of different industries. Certain health services companies
should benefit from the failure to enact federal health care reform and the
ongoing trend toward cost containment. Financial stocks may do well as interest
rates fall in an economic slowdown. And industrial machinery manufacturers are
increasing revenues as their customers invest profits in new capacity.
Regardless of which industries provide the greatest opportunities for growth,
however, our investment style will enable us to identify those individual
companies with the greatest growth prospects selling at attractive prices.
<PAGE>
--------------------------------------------------------------------------------
Landmark Small Cap Equity Fund
--------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES June 30, 1995 (unaudited)
--------------------------------------------------------------------------------

ASSETS:
Investment in Small Cap Equity Portfolio, at value (Note 1A) ...... $1,120,685
Receivable for shares of beneficial interest sold ................. 15,000
----------
Total Assets .................................................. 1,135,685
----------
LIABILITIES:
Payable for shares of beneficial interest repurchased ............. 51
----------

NET ASSETS for 113,002 shares of beneficial interest outstanding .. $1,135,634
==========
NET ASSETS CONSIST OF:
Paid-in capital ................................................... $1,130,037
Unrealized appreciation of investments ............................ 4,492
Undistributed net investment income ............................... 1,105
----------
Total ......................................................... $1,135,634
==========
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE OF BENEFICIAL
INTEREST ....................................................... $10.05
======
COMPUTATION OF OFFERING PRICE:
Maximum Offering Price per share based on a 4.75% sales charge
($10.05/0.9525).................................................. $10.55
======
See notes to financial statements
<PAGE>
--------------------------------------------------------------------------------
Landmark Small Cap Equity Fund
--------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the Period June 21, 1995 (Commencement of Operations) to June 30, 1995
(unaudited)
--------------------------------------------------------------------------------

INVESTMENT INCOME (Note 1B):
Dividend Income from Small Cap Equity Portfolio................ $1,105
EXPENSES:
Auditing fees.................................................. $ 150
Shareholder Servicing Agents' fees (Note 2B)................... 107
Custodian fees................................................. 100
Trustees fees.................................................. 100
Legal fees..................................................... 100
Miscellaneous.................................................. 100
Administrative fees (Note 2A).................................. 40
Distribution fees (Note 3)..................................... 13
-----
Total expenses.............................................. 710
Less expenses assumed by the administrator .................... (550)
Less aggregate amount waived by Administrator, Distributor and
Shareholder Servicing Agents (Note 2A, 2B and 3)............. (160)
-----
Net expenses.............................................. -0-
------
Net investment income..................................... 1,105
------
NET REALIZED AND UNREALIZED GAIN (LOSS) FROM SMALL CAP EQUITY
PORTFOLIO:
Net realized gain (loss)....................................... --
Net change in unrealized appreciation (depreciation)........... 4,492
------
Net realized and unrealized gain (loss) from Small Cap Equity
Portfolio.................................................... 4,492
------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS .......... $5,597
======
See notes to financial statements
<PAGE>
--------------------------------------------------------------------------------
Landmark Small Cap Equity Fund
--------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------
JUNE 21, 1995
(COMMENCEMENT
OF OPERATIONS) TO
JUNE 30, 1995
(UNAUDITED)
-----------------
INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS:
Net investment income.......................................... $ 1,105
Net realized gain on investment transactions................... --
Net change in unrealized appreciation of investments........... 4,492
----------
Net increase in net assets resulting from operations......... 5,597
----------

TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST (Note 5):
Net proceeds from sale of shares............................... 1,130,037
----------

NET INCREASE IN NET ASSETS .................................... 1,135,634

NET ASSETS:
Beginning of period............................................ --
----------
End of period (including undistributed net investment income
of $1,105)................................................... $1,135,634
==========

See notes to financial statements
<PAGE>
--------------------------------------------------------------------------------
Landmark Small Cap Equity Fund
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------
JUNE 21, 1995
(COMMENCEMENT OF
OPERATIONS) TO
JUNE 30, 1995
(UNAUDITED)
---------------
Net Asset Value, beginning of period........................... $10.00
------
Income From Operations:
Net investment income.......................................... 0.01
Net realized and unrealized gain on
investments.................................................. 0.04
------
Total from operations..................................... 0.05
------
Less Distributions From:
Net investment income........................................ --
Net realized gain on investments............................. --
------
Total from distributions ................................ --
------
Net Asset Value, end of period................................. $10.05
======
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)...................... $1,136
Ratio of expenses to average net assets (A).................... 0.0%
Ratio of net investment income to average net assets........... 4.13%*
Total return................................................... 0.50%**

Note: If Agents of the Fund for the periods indicated and Agents of Small Cap
Equity Portfolio for the period June 21, 1995 (commencement of operations) to
June 30, 1995 had not waived a portion of their fees and had expenses not
been limited to that required by certain state securities laws, the net
investment income (loss) per share and the ratios would have been as follows:
Net investment income per share............................. $0.004
Ratios:
Expenses to average net assets (A).......................... 2.50%*
Net investment income to average net assets................. 1.63%*

* Annualized
** Not Annualized
(A) Includes the Fund's share of Small Cap Equity Portfolio allocated expenses
for the period indicated.

(1) SIGNIFICANT ACCOUNTING POLICIES
The Landmark Small Cap Equity Fund (the "Fund") is a separate diversified series
of Landmark Funds II (the "Trust"), a Massachusetts business trust. The Trust is
registered under the Investment Company Act of 1940, as amended, as an open-end,
management investment company. On June 21, 1995 (commencement of operations),
the Fund began investing all of its investable assets in Small Cap Equity
Portfolio (the "Portfolio"), a management investment company for which Citibank,
N.A. ("Citibank") serves as Investment Adviser. The Landmark Funds Broker-Dealer
Services, Inc. ("LFBDS") acts as the Fund's Administrator and Distributor.
Citibank also serves as Sub-Administrator and makes Fund shares available to
customers as Shareholder Servicing Agent.

The Trust seeks to achieve the Fund's investment objective of long-term capital
growth by investing all of its investable assets in the Portfolio, an open-end,
diversified management investment company having the same investment objective
and policies and substantially the same investment restrictions as the Fund. The
value of such investment reflects the Fund's proportionate interest (99.9% at
June 30, 1995) in the net assets of the Portfolio.

The financial statements of the Portfolio, including the portfolio of
investments, are contained elsewhere in this report and should be read in
conjunction with the Fund's financial statements.

The significant accounting policies consistently followed by the Fund are in
conformity with generally accepted accounting principles and are as follows:

A. INVESTMENT VALUATION -- Valuation of securities by the Portfolio is discussed
in Note 1A of the Portfolio's Notes to Financial Statements which are included
elsewhere in this report.

B. INVESTMENT INCOME -- The Fund earns income, net of Portfolio expenses, daily
based on its investment in the Portfolio.

A. ADMINISTRATIVE FEE -- Under the terms of an Administrative Services
Agreement, the administrative fee payable to the Administrator, as compensation
for overall administrative services and general office facilities, may not
exceed an annual rate of 0.20% of the Fund's average daily net assets. The
administrative fee amounted to $40, all of which was voluntarily waived for the
period ending June 30, 1995. Citibank acts as Sub-Administrator and performs
such duties and receives such compensation from LFBDS as from time to time is
agreed to by LFBDS and Citibank. The Fund pays no compensation directly to any
Trustee or to any officer who is affiliated with the Administrator, all of whom
receive remuneration for their services to the Fund from the Administrator or
its affiliates. Certain of the officers and a Trustee of the Fund are officers
or directors of the Administrator or its affiliates.

B. SHAREHOLDER SERVICING AGENTS FEES -- The Trust, on behalf of the Fund, has
entered into shareholder servicing agreements with each Shareholder Servicing
Agent pursuant to which that Shareholder Servicing Agent acts as an agent for
its customers and provides other related services. For their services, each
Shareholder Servicing Agent receives fees from the Fund, which may be paid
periodically, which may not exceed, on an annualized basis, an amount equal to
0.40% of the average daily net assets of the Fund represented by shares owned
during the period for which payment is being made by investors for whom such
Shareholder Servicing Agent maintains a servicing relationship. Shareholder
Servicing Agents' fees amounted to $107, all of which was voluntarily waived for
the period ending June 30, 1995.

(4) INVESTMENT TRANSACTIONS
Increases and decreases in the Fund's investment in the Portfolio for the period
aggregated $1,115,088 and $0, respectively.

JUNE 21, 1995
(COMMENCEMENT OF
OPERATIONS) TO
JUNE 30, 1995
(UNAUDITED)
--------------
Shares sold................ 113,002
Shares repurchased ........ --
-------
Net increase .............. 113,002
=======
<PAGE>
--------------------------------------------------------------------------------
Small Cap Equity Portfolio
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS June 30, 1995 (unaudited)
--------------------------------------------------------------------------------

ISSUER SHARES VALUE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
COMMON STOCKS -- 64.5%
--------------------------------------------------------------------------------

Consumer Services - 2.7 %
Bally Entertainment Corp... 2,500 $ 30,625
----------

ELECTRONICS/TECHNICAL SERVICES - 16.9%
Asyst Technologies Inc.* .. 900 33,412
Exar Corp.*................ 1,100 32,450
Network General Corporation.* 1,100 29,975
Opti Inc.*................. 1,300 29,575
Planar Systems*............ 1,500 33,375
Vmark Software Inc.* ...... 1,700 30,175
----------
188,962
----------
ENERGY MINERALS - 5.2%
KCS Energy Inc. ........... 1,400 29,925
Lomak Petroleum Inc.* ..... 3,700 28,213
----------
58,138
----------
FINANCE - 5.7%
First Empire State Corp.... 200 34,300
Roosevelt Financial Group Inc. 1,800 30,038
----------
64,338
==========
HEALTH SERVICES/TECHNOLOGY - 12.6%
American Homepatient Inc.*. 1,000 29,750
Community Health Systems*.. 800 27,100
Mariner Health Group Inc.*. 2,400 27,000
Molecular Dynamics*........ 4,000 27,500
Sierra Health Services, Inc.* 1,200 29,400
----------
140,750
----------
INDUSTRIAL SERVICES - 2.6%
Input/Output Inc.* ........ 800 28,800
----------

PRODUCER MANUFACTURING - 10.8%
Applied Power Inc. Cl "A".. 1,100 31,762
Blount Inc................. 700 31,237
Brockway Standard Holdings* 2,000 29,250
Hardinge Inc.*............. 1,500 28,688
----------
120,937
----------

RETAIL TRADE - 5.6%
Borders Group Inc.*........ 2,100 30,187
Sports & Recreation Inc.*.. 2,500 32,813
----------
63,000
----------
UTILITIES - 2.4%
Petersburg Long
Distance Inc. ADRs*....... 4,600 27,025
----------

TOTAL COMMON STOCK
(Identified Cost $718,083) 722,575
----------

--------------------------------------------------------------------------------
SHORT-TERM OBLIGATIONS -- 40.1%
--------------------------------------------------------------------------------

PRINCIPAL
AMOUNT
---------
United States Treasury Bill
due 7/13/95,.............. $450,000 449,228
----------

TOTAL INVESTMENTS.......... 104.6% 1,171,803
(Identified Cost $1,167,311)

OTHER ASSETS,
LESS LIABILITIES.......... (4.6) (51,018)
------ ----------
NET ASSETS................. 100.0% $1,120,785
===== ==========

* Non income producing

ASSETS:
Investments at value (Note 1A) (Identified Cost, 1,167,311) ..... $1,171,803
Cash ............................................................ 19,269
Interest receivable and other assets ............................ 100
----------
Total assets ................................................ 1,191,172
----------
LIABILITIES:
Payable for investments purchased ............................... 70,387
----------

NET ASSETS ...................................................... $1,120,785
==========
REPRESENTED BY:
Paid-in capital for beneficial interests ........................ $1,120,785
==========

See notes to financial statements

--------------------------------------------------------------------------------
Small Cap Equity Portfolio
--------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the Period June 21, 1995 (commencement of operations) to June 30, 1995
(unaudited)
--------------------------------------------------------------------------------

INVESTMENT INCOME:
Interest Income ....................................... $1,105
EXPENSES:
Custodian fees........................................... $ 400
Auditing fees............................................ 300
Legal fees............................................... 200
Investment advisory fees (Note 2)........................ 180
Trustee fees............................................. 100
Administrative fees (Note 3)............................. 12
Miscellaneous............................................ 100
------
Total expenses......................................... 1,292
Less expense assumed by the Administrator:............... (1,100)
Less aggregate amount waived by Investment
Adviser and Administrator (Notes 2 and 3)............... (192)
------
Net Expenses........................................... -0-
------
Net investment income.................................. 1,105
------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) from investment transactions.... --
Unrealized appreciation (depreciation) of investments --
Beginning of period................................... --
End of period......................................... 4,492
------
Net change in unrealized appreciation (depreciation).... 4,492
------
Net realized and unrealized gain (loss) on investments 4,492
------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS..... $5,597
======

See notes to financial statements
<PAGE>
--------------------------------------------------------------------------------
Small Cap Equity Portfolio
--------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------
JUNE 21, 1995
(COMMENCEMENT
OF OPERATIONS) TO
JUNE 30, 1995
(UNAUDITED)
-----------------
INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS:
Net investment income......................................... $ 1,105
Net realized gain on investment transactions.................. --
Net change in unrealized appreciation (depreciation) of
investments................................................. 4,492
----------
Net increase in net assets resulting from operations...... 5,597
----------
CAPITAL TRANSACTIONS:
Proceeds from contributions................................... 1,115,188
Value of withdrawals.......................................... --
----------
Net increase in net assets from capital transactions...... 1,115,188
----------
NET INCREASE IN NET ASSETS: .................................. 1,120,785
NET ASSETS:
Beginning of period........................................... --
----------
End of period................................................. $1,120,785
----------

JUNE 21, 1995
(COMMENCEMENT
OF OPERATIONS) TO
JUNE 30, 1995
(UNAUDITED)
-----------------
RATIOS/SUPPLEMENTAL DATA:
Net Assets, end of period (000 omitted)........................ $1,121
Ratio of expenses to average net assets........................ -0-
Ratio of net investment income to average net assets........... 4.61%*
Portfolio turnover............................................. -0-
Note: If agents of the Portfolio had not voluntarily waived a
portion of their fees for the periods indicated, the ratios would have been
as follows:
RATIOS:
Expenses to average net assets................................. 2.50%*
Net investment income to average net assets.................... 2.11%*

* Annualized

(1) SIGNIFICANT ACCOUNTING POLICIES
Small Cap Equity Portfolio (the "Portfolio"), a separate series of The Premium
Portfolios (the "Portfolio Trust"), is registered under the Investment Company
Act of 1940, as amended, as a diversified, open-end management investment
company which was organized as a trust under the laws of the State of New York.
The Declaration of Trust permits the Trustees to issue beneficial interests in
the Portfolio. The Investment Adviser of the Portfolio is Citibank N.A.
(Citibank"). Signature Financial Group (Grand Cayman), Ltd. ("SFG") acts as the
Portfolio's Administrator.

The significant accounting policies consistently followed by the Portfolio are
in conformity with generally accepted accounting principles and are as follows:

B. INCOME -- Interest income consists of interest accrued and discount earned,
adjusted for amortization of premium or discount on long-term debt
securities when required for U.S. federal income tax purposes. Dividend income
is recorded on the ex-dividend date.

C. U.S. FEDERAL INCOME TAXES -- The Portfolio is considered a partnership under
the U.S. Internal Revenue Code. Accordingly, no provision for federal income
taxes is necessary.

D. EXPENSES -- The Portfolio bears all costs of its operations other than
expenses specifically assumed by Citibank and SFG. Expenses incurred by the
Portfolio Trust with respect to any two or more portfolios or series are
allocated in proportion to the average net assets of each portfolio, except when
allocations of direct expenses to each portfolio can otherwise be made fairly.
Expenses directly attributable to a portfolio are charged to that portfolio.

E. OTHER -- Investment transactions are accounted for on the date the
investments are purchased or sold. Realized gains and losses are determined on
the identified cost basis.

(2) INVESTMENT ADVISORY FEES
The investment advisory fee paid to Citibank, as compensation for overall
investment management services, amounted to $180 all of which was voluntarily
waived for the period June 21, 1995 (Commencement of Operations) to June 30,
1995. The investment advisory fee is computed at the annual rate of 0.75% of the
Portfolio's average daily net assets.

(3) ADMINISTRATIVE FEE
Under the terms of an Administrative Services Agreement, the administrative fee
paid to the Administrator, as compensation for overall administrative services
and general office facilities, is computed at an annual rate of 0.05% of the
Portfolio's average daily net assets. The administrative fee amounted to $12 all
of which was voluntarily waived for the period June 21, 1995 (Commencement of
Operations) to June 30, 1995. Citibank acts as Sub-Administrator and performs
such duties and receives such compensation from SFG as from time to time is
agreed to by SFG and Citibank. The Portfolio pays no compensation directly to
any Trustee or any officer who is affiliated with the Administrator, all of whom
receive remuneration for their services to the Portfolio from the Administrator
or its affiliates. Certain of the officers and a Trustee of the Portfolio are
officers or directors of the Administrator or its affiliates.

(4) PURCHASES AND SALES OF INVESTMENTS
Purchases and sales of investments, other than short-term obligations,
aggregated $718,083 and $-0-, respectively, for the period June 21, 1995
(Commencement of Operations) to June 30, 1995

Aggregate cost...................... $1,167,311
==========

Gross unrealized appreciation....... $ 19,061
Gross unrealized depreciation....... (14,569)
----------
Net unrealized appreciation......... $ 4,492
==========

(6) LINE OF CREDIT
The Portfolio, along with the other Landmark Funds, entered into an ongoing
agreement with a bank which allows the Funds collectively to borrow up to $40
million for temporary or emergency purposes. Interest on the borrowings, if any,
is charged to the specific fund executing the borrowing at the base rate of the
bank. In addition, the $15 million committed portion of the line of credit
requires a quarterly payment of a commitment fee based on the average daily
unused portion of the line of credit. For the period June 21, 1995 (Commencement
of Operations) to June 30, 1995, no commitment fee was allocated to the
Portfolio. Since the line of credit was established, there have been no
borrowings.
<PAGE>
--------------------------------------------------------------------------------
SHAREHOLDER
SERVICING AGENTS
--------------------------------------------------------------------------------

FOR CITIBANK NEW YORK RETAIL BANKING AND
BUSINESS AND PROFESSIONAL CUSTOMERS:
Citibank, N.A.
450 West 33rd Street, New York, NY 10001
(212) 564-3456 or (800) 846-5300

FOR CITIGOLD CUSTOMERS:
Citibank, N.A.
Citigold
P.O. Box 5130, New York, NY 10126-5130
Call Your Citigold Executive or, in NY or CT, (800) 285-1701,
For all other states, (800) 285-1707

FOR CITIBANK GLOBAL ASSET MANAGEMENT CLIENTS:
Citibank, N.A.
Citibank Global Asset Management
153 East 53rd Street, New York, NY 10043
(212) 559-7117

FOR NORTH AMERICAN INVESTOR SERVICES CLIENTS:
Citibank, N.A.
111 Wall Street, New York, NY 10043
Call Your Account Manager or (212) 657-9100

FOR CITICORP INVESTMENT SERVICES CUSTOMERS:
Citicorp Investment Services
One Court Square, Long Island City, NY 11120
Call Your Investment Consultant or (800) 846-5200
(212) 736-8170 in New York City
<PAGE>
[LOGO] LANDMARK
FUNDS

MONEY MARKET FUNDS:
Cash Reserves
Premium Liquid Reserves
Institutional Liquid Reserves

U.S. Treasury Reserves
Premium U.S. Treasury Reserves
Institutional U.S. Treasury Reserves

Tax Free Reserves
California Tax Free Reserves
Connecticut Tax Free Reserves
New York Tax Free Reserves

STOCK & BOND FUNDS:
U.S. Government Income Fund
Intermediate Income Fund
National Tax Free Income Fund
New York Tax Free Income Fund

Balanced Fund
Equity Fund
International Equity Fund
Small Cap Equity Fund
Emerging Asian Markets Equity Fund
<PAGE>
TRUSTEES AND OFFICERS
Philip W. Coolidge*, President
H. B. Alvord
Riley C. Gilley
Diana R. Harrington
Susan B. Kerley
C. Oscar Morong, Jr.
Donald B. Otis
E. Kirby Warren
William S. Woods, Jr.

SECRETARY AND TREASURER
James B. Craver*

ASSISTANT TREASURER
Barbara M. O'Dette*

ASSISTANT SECRETARIES
Susan Jakuboski*
Molly S. Mugler*

*Affiliated Person of Administrator and Distributor

-----------------------------------|--|----------------------------------------

INVESTMENT ADVISER
(OF SMALL CAP EQUITY PORTFOLIO)
Citibank, N.A.
153 East 53rd Street, New York, NY 10043

ADMINISTRATOR AND DISTRIBUTOR
The Landmark Funds Broker-Dealer Services, Inc.
6 St. James Avenue, Boston, MA 02116
(617) 423-1679

TRANSFER AGENT
State Street Bank and Trust Company
225 Franklin Street, Boston, MA 02110

CUSTODIAN
Investors Bank and Trust Company
One Lincoln Plaza, Boston, MA 02111

AUDITORS
Price Waterhouse LLP
160 Federal Street, Boston, MA 02110

LEGAL COUNSEL
Bingham, Dana & Gould
150 Federal Street, Boston, MA 02110

-----------------------------------|--|----------------------------------------

SHAREHOLDER SERVICING AGENTS
(See Inside Cover)

This report is prepared for the information of shareholders. It is authorized
for distribution to prospective investors only when preceded or accompanied by
an effective prospectus.

This Report is Prepared & Printed on Recycled Paper [LOGO]
EQ/SC/S/95