LANDMARK FUNDS II, 485APOS, 1997-11-03

LANDMARK FUNDS II
485APOS, 1997-11-03

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<PAGE>

As filed with the Securities and Exchange Commission on November 3, 1997

File Nos. 2-90519
811-4007

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

FORM N-1A

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 20+
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
AMENDMENT NO. 21

LANDMARK FUNDS II
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

6 ST. JAMES AVENUE, BOSTON, MASSACHUSETTS 02116
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 617-423-1679

PHILIP W. COOLIDGE, 6 ST. JAMES AVENUE, BOSTON, MASSACHUSETTS 02116
(NAME AND ADDRESS OF AGENT FOR SERVICE)

COPY TO:
ROGER P. JOSEPH, BINGHAM DANA LLP, 150 FEDERAL STREET,
BOSTON, MASSACHUSETTS 02110

It is proposed that this filing will become effective on January 2,
1997, pursuant to paragraph (a) of Rule 485.

The Premium Portfolios, on behalf of Large Cap Growth Portfolio and
Small Cap Growth Portfolio, has also executed this Registration Statement.

- ----------

+This filing related only to CitiFunds Large Cap Growth Portfolio and CitiFunds
Small Cap Growth Portfolio.

<PAGE>
LANDMARK FUNDS II

CITIFUNDS LARGE CAP GROWTH PORTFOLIO AND
CITIFUNDS SMALL CAP GROWTH PORTFOLIO

REGISTRATION STATEMENT ON FORM N-1A

CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
N-1A
ITEM NO. N-1A ITEM LOCATION
- -------- --------- ---------

PART A PROSPECTUS
- ------ -----------

<S> <C> <C>
Item 1. Cover Page............................................. Cover Page
Item 2. Synopsis............................................... Expense Summary
Item 3. Condensed Financial Information........................ Condensed Financial Information
Item 4. General Description of Registrant...................... Investment Information; General
Information; Appendix
Item 5. Management of the Fund................................. Management; Expenses
Item 5A. Management's Discussion of Fund Performance............ Not Applicable

Item 6. Capital Stock and Other Securities..................... General Information; Voting and
Other Rights; Purchases;
Exchanges; Redemptions; Dividends and
Distributions; Tax Matters

Item 7. Purchase of Securities Being Offered................... Purchases; Exchanges; Redemptions
Item 8. Redemption or Repurchase............................... Purchases; Exchanges; Redemptions
Item 9. Pending Legal Proceedings.............................. Not Applicable

STATEMENT OF
ADDITIONAL
PART B INFORMATION
- ------ ------------

Item 10. Cover Page............................................. Cover Page
Item 11. Table of Contents...................................... Cover Page
Item 12. General Information and History........................ The Trust

Item 13. Investment Objectives and Policies..................... Investment Objective and Policies;
Investment Restrictions

Item 14. Management of the Fund................................. Management
Item 15. Control Persons and Principal Holders of Securities.... Management
Item 16. Investment Advisory and Other Services................. Management
Item 17. Brokerage Allocation and Other Practices............... Portfolio Transactions
Item 18. Capital Stock and Other Securities..................... Description of Shares, Voting Rights and
Liabilities
Item 19. Purchase, Redemption and Pricing of Securities
Being Offered.......................................... Description of Shares, Voting Rights and
Liabilities; Determination of Net Asset
Value; Valuation of Securities;
Additional Purchase and Redemption
Information
Item 20. Tax Status............................................. Certain Additional Tax Matters
Item 21. Underwriters........................................... Management
Item 22. Calculation of Performance Data........................ Performance Information
Item 23. Financial Statements................................... Independent Accountants and Financial
Statements

PART C Information required to be included in Part C is set forth
under the appropriate Item, so numbered, in Part C to this
Registration Statement.
</TABLE>
<PAGE>

PROSPECTUS
- --------------------------------------------------------------------------------
JANUARY 2, 1998

CITIFUNDS LARGE CAP GROWTH PORTFOLIO
(A Member of the CitiFunds(SM) Family of Funds)

This Prospectus describes CitiFunds Large Cap Growth Portfolio, a mutual
fund in the CitiFunds Family of Funds. Citibank, N.A. is the investment
manager.

- --------------------------------------------------------------------------------
UNLIKE OTHER MUTUAL FUNDS WHICH DIRECTLY ACQUIRE AND MANAGE THEIR OWN
PORTFOLIOS OF SECURITIES, THE FUND MAY SEEK ITS INVESTMENT OBJECTIVE BY
INVESTING ALL OF ITS INVESTABLE ASSETS IN ONE OR MORE INVESTMENT COMPANIES. SEE
"SPECIAL INFORMATION CONCERNING INVESTMENT STRUCTURE" ON PAGE 9.
- --------------------------------------------------------------------------------

REMEMBER THAT SHARES OF THE FUND:

o ARE NOT INSURED BY THE FDIC OR ANY OTHER AGENCY

o ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, CITIBANK OR
ANY OF ITS AFFILIATES

o ARE SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL
AMOUNT INVESTED

This Prospectus concisely sets forth information about the Fund that a
prospective investor should know before investing. A Statement of Additional
Information dated January 2, 1998 (and incorporated by reference in this
Prospectus) has been filed with the Securities and Exchange Commission. Copies
of the Statement of Additional Information may be obtained without charge, and
further inquiries about the Fund may be made, by calling 1-800-625-4554.

- ----------------------------------------
TABLE OF CONTENTS
2 Prospectus Summary
------------------------------------
4 Expense Summary
------------------------------------
5 Condensed Financial Information
------------------------------------
7 Investment Information
------------------------------------
8 Risk Considerations
------------------------------------
9 Valuation of Shares
Purchases
------------------------------------
10 Exchanges
Redemptions
------------------------------------
11 Dividends and Distributions
Management
------------------------------------
13 Tax Matters
Performance Information
------------------------------------
14 General Information
------------------------------------
16 Appendix -- Permitted Investments
and Investment Practices
- ----------------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

INVESTORS SHOULD READ THIS PROSPECTUS AND RETAIN IT FOR FUTURE REFERENCE.
<PAGE>
PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------

See the body of the Prospectus for more information on the topics discussed
in this summary.

THE FUND: This Prospectus describes CitiFunds Large Cap Growth Portfolio
(formerly known as "Landmark Equity Fund") (the "Fund"). Because the Fund
currently invests through Large Cap Growth Portfolio (the "Portfolio"), all
references in this Prospectus to the Fund include the Portfolio, except as
otherwise noted.

INVESTMENT OBJECTIVE AND POLICIES: The Fund's investment objective is long-term
capital growth. Dividend income, if any, is incidental to this investment
objective. The Fund invests primarily in common stocks of U.S. issuers, with an
emphasis on securities issued by established companies with medium to large
capitalizations (i.e. those issuers with market capitalizations within the top
1,000 stocks that comprise the large and mid-range capitalization sector of the
equity market) and seasoned management teams ("Established Companies").

INVESTMENT MANAGER AND DISTRIBUTOR: Citibank, N.A. ("Citibank" or the
"Manager"), a wholly-owned subsidiary of Citicorp, is the investment manager.
Citibank and its affiliates manage more than $88 billion in assets worldwide.
The Landmark Funds Broker-Dealer Services, Inc. ("LFBDS" or the "Distributor")
is the distributor of shares of the Fund. See "Management."

PURCHASES AND REDEMPTIONS: Investors may purchase and redeem shares of the
Fund through a Service Agent on any day the New York Stock Exchange is open
for trading. See "Purchases" and "Redemptions."

PRICING: Shares of the Fund are purchased and redeemed at net asset value,
without a sales load or redemption fees. Shares of the Fund are subject to a
fee of up to 0.25% per annum of the Fund's average daily net assets for
distribution, sales and marketing and shareholder services. See "Purchases"
and "Management -- Distribution Arrangements."

EXCHANGES: Shares may be exchanged for shares of the CitiSelect(R) Portfolios
and other CitiFunds. See "Exchanges."

DIVIDENDS: Dividends, if any, are declared and paid semi-annually. Net capital
gains, if any, are distributed annually. See "Dividends and Distributions."

REINVESTMENT: All dividends and capital gains distributions may be received
either in cash or in Fund shares at net asset value. See "Dividends and
Distributions."

WHO SHOULD INVEST: Investing primarily in common stock of U.S. issuers, the Fund
is designed for investors seeking long-term capital growth and for whom current
income is not a primary consideration. The Fund is designed for long-term
investors who are willing to accept the risks of potential loss associated with
opportunities for above-average growth, who can tolerate substantial changes in
the value of their investment and who do not require current income from their
investment.

RISK FACTORS: There can be no assurance that the Fund will achieve its
investment objective, and the Fund's net asset value will fluctuate based on
changes in the values of the underlying portfolio securities. Equity securities
fluctuate in value based on many factors, including actual and anticipated
earnings, changes in management, political and economic developments and the
potential for takeovers and acquisitions. The value of debt securities generally
fluctuates based on changes in the actual and perceived creditworthiness of
issuers. Also, the value of debt securities generally goes down when interest
rates go up, and vice versa. As a result, an investor's shares may be worth more
or less at redemption than at the time of purchase.

Investors in the Fund should be aware that the securities of companies with
small market capitalizations may have more risks than the securities of other
companies. Small cap companies may be more susceptible to market downturns or
setbacks because they may have limited product lines, markets, distribution
channels, and financial and management resources. Further, there is often less
<PAGE>
publicly available information about small cap companies than about more
established companies. As a result of these and other factors, the prices of
securities issued by small cap companies may be volatile.

The Fund may invest a portion of its assets in non-U.S. securities. The
special risks of investing in non-U.S. securities include possible adverse
political, social and economic developments abroad, differing regulations to
which non-U.S. issuers are subject and different characteristics of non-U.S.
economies and markets. The Fund's non-U.S. securities often will trade in non-
U.S. currencies, which can be volatile and may be subject to governmental
controls or intervention. In addition, securities of non-U.S. issuers may be
less liquid and their prices more volatile than those of comparable U.S.
issuers. The Fund may invest in securities of issuers in developing countries,
and all of these risks are increased for investments in issuers in developing
countries.

Certain investment practices, such as the use of forward non-U.S. currency
exchange contracts, also may entail special risks. See "Risk Considerations"
and the Appendix for more information.
<PAGE>
EXPENSE SUMMARY
- --------------------------------------------------------------------------------

The following table summarizes estimated shareholder transaction and annual
operating expenses for shares of the Fund. For more information on costs and
expenses, see "Management" -- page 11 and "General Information -- Expenses" --
page 15.*
CITIFUNDS LARGE CAP
GROWTH PORTFOLIO(1)
- --------------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES .......................... None
ANNUAL FUND OPERATING EXPENSES AFTER FEE WAIVERS AND
REIMBURSEMENTS
(AS A PERCENTAGE OF AVERAGE NET ASSETS):
Management Fees(3) ........................................ 0.90%
12b-1 Fees (including service fees)(2) .................... 0.25%
Other Expenses
Administrative Services Fees ............................ None (3)
Other Operating Expenses ................................ 0.10%
Total Fund Operating Expenses ............................. 1.25%

* This table is intended to assist investors in understanding the various
costs and expenses that a shareholder of the Fund will bear, either directly
or indirectly. The table shows the fees paid to various service providers
after giving effect to expected voluntary partial fee waivers and
reimbursements. There can be no assurance that the fee waivers and
reimbursements reflected in the table will continue at these levels.
(1) The expense information in this table has been restated to reflect
current fees.
(2) 12b-1 distribution fees are asset-based sales charges. Long-term
shareholders in the Fund could pay more in sales charges than the
economic equivalent of the maximum front-end sales charges permitted by
the National Association of Securities Dealers, Inc.
(3) A combined fee for investment advisory and administrative services.

EXAMPLE: A shareholder would pay the following expenses on a $1,000
investment, assuming a 5% annual return and redemption at the end of each
period indicated below:
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
- --------------------------------------------------------------------------------
CITIFUNDS LARGE CAP GROWTH
PORTFOLIO (1) .................. $60 $85 $113 $191

(1) The expense information in this table has been restated to reflect current
fees.

The Example assumes a 5% annual return and that all dividends are reinvested and
reflects certain voluntary fee waivers. The assumption of a 5% annual return is
required by the Securities and Exchange Commission for all mutual funds, and is
not a prediction of the Fund's future performance. THE EXAMPLE SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OF THE FUND. ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
<PAGE>

CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

The following table provides condensed financial information about the Fund for
the periods indicated. The information below should be read in conjunction with
the financial statements appearing in the Fund's Annual Report to Shareholders,
which is incorporated by reference in the Statement of Additional Information.
The financial statements and notes, as well as the tables below, have been
audited by Price Waterhouse LLP, independent accountants. The report of Price
Waterhouse LLP is included in the Fund's Annual Report. Copies of the Annual
Report may be obtained without charge from an investor's Service Agent or by
calling 1-800-625-4554.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
CITIFUNDS LARGE CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
TEN MONTHS OCTOBER 19, 1990
ENDED (COMMENCEMENT OF
OCTOBER 31, YEAR ENDED DECEMBER 31, OPERATIONS) TO
1997(A) 1996 1995 1994+ 1993 1992 1991 DECEMBER 31, 1990
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value,
beginning of period .. $ $17.20 $14.13 $14.80 $13.23 $12.36 $ 9.57 $ 9.14
------ ------ ------ ------ ------ ------ ------ ------
Income from Operations:
Net investment income .. 0.122 0.211 0.173 0.071** 0.065 0.126 0.065
Net realized and
unrealized gain
(loss) on investments 2.250 3.651 (0.245) 1.550 0.868 2.797 0.423
------ ------ ------ ------ ------ ------ ------ ------
Total from
operations ....... 2.372 3.862 (0.072) 1.621 0.933 2.923 0.488
------ ------ ------ ------ ------ ------ ------ ------
Less Dividends and
Distributions From:
Net investment
income ............. (0.118) (0.210) (0.169) (0.051) (0.063) (0.133) (0.058)
Net realized gain on
investments ........ (1.204) (0.582) (0.429) -- -- -- --
------ ------ ------ ------ ------ ------ ------ ------
Total from
dividends and
distributions (1.322) (0.792) (0.598) (0.051) (0.063) (0.133) (0.058)
------ ------ ------ ------ ------ ------ ------ ------
Net Asset Value, end
of period ............ $00000 $18.25 $17.20 $14.13 $14.80 $13.23 $12.36 $ 9.57
====== ====== ====== ====== ====== ====== ====== ======

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of
period (000's omitted) $ $228,954 $213,729 $183,975 $200,903 $10,973 $9,181 $6,026
Ratio of expenses to %(B)
average net assets ... 1.05%(B) 1.05%(B) 1.05%(B) 1.07% 1.40% 1.40% 1.40%*
Ratio of net
investment income to %
average net assets ... 0.67% 1.30% 1.15% 0.52% 0.53% 1.12% 3.48%*
Portfolio turnover (C) -- -- -- 1% 23% 79% 68% 0%
Total return ........... % 13.84% 27.55% (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 been limited as
required by certain state securities laws for periods before December 31, 1992, the net investment income (loss) per share
and the ratios would have been as follows:

Net investment income
(loss) per share ..... $ $0.067 $0.170 $0.136 $0.029** $(0.070) $0.002 $0.044
RATIOS:
Expenses to average
net assets ........... (B) 1.35%(B) 1.30%(B) 1.29%(B) 1.37% 2.50% 2.50% 2.50%*
Net investment income
(loss) to average
net assets ........... % 0.37% 1.05% 0.91% 0.21% (0.57)% 0.02% 2.38%*

* Annualized.
** The per share amounts were computed using a monthly average number of shares outstanding during the year.
(A) The Fund changed its fiscal year end from December 31 to October 31.
(B) Includes the Fund's share of the Portfolio's allocated expenses for periods subsequent to May 1, 1994.
(C) Portfolio turnover represents the rate of portfolio activity for the period while the Fund was making investments
directly in securities. The portfolio turnover rates for the fiscal years ended December 31, 1995 and 1996 and for the
ten months ended October 31, 1997 are included under "Investment Information -- Certain Additional Investment Policies."
+ On May 1, 1994 the Fund began investing all of its investable assets in the Portfolio.
</TABLE>
<PAGE>

INVESTMENT INFORMATION
- -------------------------------------------------------------------------------

INVESTMENT OBJECTIVE: The investment objective of the Fund is long-term
capital growth. Dividend income, if any, is incidental to this investment
objective.

The investment objective of the Fund may be changed by its Trustees without
approval by the Fund's shareholders, but shareholders will be given written
notice at least 30 days before any change is implemented. Of course, there can
be no assurance that the Fund will achieve its investment objective.

INVESTMENT POLICIES: The Fund seeks its objective by investing in a broadly
diversified portfolio of equity securities consisting mainly of common stocks
of U.S. issuers. Under normal circumstances, at least 65% of the Fund's total
assets is invested in equity securities.

In selecting equity securities the Manager emphasizes securities issued by
Established Companies which the Manager believes possess above-average prospects
for growth. The Manager may also select other securities which it believes
provide an opportunity for appreciation, such as fixed income securities and
convertible and non-convertible bonds, preferred stocks and warrants. All of the
Fund's long-term non-convertible debt investments are investment grade
securities or securities which the Manager believes to be of comparable quality.
Less than 5% of the Fund's investments consist of securities rated Baa by
Moody's Investors Service, Inc. ("Moody's") or BBB by Standard & Poor's Rating
Services ("S&P").

CERTAIN ADDITIONAL INVESTMENT POLICIES: NON-U.S. SECURITIES. While the Fund
emphasizes U.S. securities, the Fund may invest a portion of its assets in
non-U.S. equity and debt securities, including depository receipts. The Fund
does not intend to invest more than 25% of its assets in non-U.S. securities,
including sponsored American Depositary Receipts, which represent the right to
receive securities of non-U.S. issuers deposited in a U.S. or correspondent
bank. The Fund may invest up to 5% of its assets in closed-end investment
companies which primarily hold non-U.S. securities.

TEMPORARY INVESTMENTS. During periods of unusual economic or market
conditions or for temporary defensive purposes or liquidity, the Fund may invest
without limit in cash and in U.S. dollar-denominated high quality money market
and short-term instruments. These investments may result in a lower yield than
would be available from investments with a lower quality or longer term.

OTHER PERMITTED INVESTMENTS. For more information regarding the Fund's
permitted investments and investment practices, see the Appendix -- Permitted
Investments and Investment Practices on page 16. The Fund will not necessarily
invest or engage in each of the investments and investment practices in the
Appendix but reserves the right to do so.

INVESTMENT RESTRICTIONS. The Statement of Additional Information contains a
list of specific investment restrictions which govern the investment policies of
the Fund, including a limitation that the Fund may borrow money from banks in an
amount not to exceed 1/3 of the Fund's net assets for extraordinary or emergency
purposes (e.g., to meet redemption requests). Except as otherwise indicated, the
Fund's investment objective and policies may be changed without shareholder
approval. If a percentage or rating restriction (other than a restriction as to
borrowing) is adhered to at the time an investment is made, a later change in
percentage or rating resulting from changes in the Fund's securities will not be
a violation of policy.

PORTFOLIO TURNOVER. Securities of the Fund will be sold whenever the Manager
believes it is appropriate to do so in light of the Fund's investment objective,
without regard to the length of time a particular security may have been held.
For the fiscal years ended December 31, 1995 and 1996, and for the period from
January 1, 1997 to October 31, 1997, the turnover rates for the Portfolio were
67%, 90% and %, respectively. The amount of brokerage commissions and
realization of taxable capital gains will tend to increase as the level of
portfolio activity increases.

BROKERAGE TRANSACTIONS. The primary consideration in placing the Fund's
security transactions with broker-dealers for execution is to obtain and
maintain the availability of execution at the most favorable prices and in the
most effective manner possible.

RISK CONSIDERATIONS
- --------------------------------------------------------------------------------

The risks of investing in the Fund vary depending upon the nature of the
securities held, and the investment practices employed, on its behalf. Certain
of these risks are described below.

CHANGES IN NET ASSET VALUE. The Fund's net asset value will fluctuate based
on changes in the values of the underlying portfolio securities. This means that
an investor's shares may be worth more or less at redemption than at the time of
purchase. Equity securities fluctuate in response to general market and economic
conditions and other factors, including actual and anticipated earnings, changes
in management, political developments and the potential for takeovers and
acquisitions. During periods of rising interest rates the value of debt
securities generally declines, and during periods of falling rates the value of
these securities generally increases. Changes by recognized rating agencies in
the rating of any debt security, and actual or perceived changes in an issuer's
ability to make principal or interest payments, also affect the value of these
investments.

CREDIT RISK OF DEBT SECURITIES. Investors should be aware that securities
offering above average yields may at times involve above average risks.
Securities rated Baa by Moody's or BBB by S&P and equivalent securities may have
speculative characteristics. Adverse economic or changing circumstances are more
likely to lead to a weakened capacity to make principal and interest payments
than is the case for higher grade obligations.

SMALL CAP COMPANIES. Investors in the Fund should be aware that the
securities of companies with small market capitalizations may have more risks
than the securities of other companies. Small cap companies may be more
susceptible to market downturns or setbacks because they may have limited
product lines, markets, distribution channels, and financial and management
resources. Further, there is often less publicly available information about
small cap companies than about more established companies. As a result of these
and other factors, the prices of securities issued by small cap companies may be
volatile.

NON-U.S. SECURITIES. Investments in non-U.S. securities involve risks
relating to political, social and economic developments abroad, as well as
risks resulting from the differences between the regulations to which U.S. and
non-U.S. issuers and markets are subject. These risks may include
expropriation, confiscatory taxation, withholding taxes on dividends and
interest, limitations on the use or transfer of portfolio assets and political
or social instability. Enforcing legal rights may be difficult, costly and
slow in non-U.S. countries, and there may be special problems enforcing claims
against non-U.S. governments. In addition, non-U.S. companies may not be
subject to accounting standards or governmental supervision comparable to U.S.
companies, and there may be less public information about their operations.
Non-U.S. markets may be less liquid and more volatile than U.S. markets, and
may offer less protection to investors such as the Fund.

Because non-U.S. securities often are denominated in currencies other than
the U.S. dollar, changes in currency exchange rates will affect the Fund's net
asset value, the value of dividends and interest earned and gains and losses
realized on the sale of securities. In addition, some non-U.S. currency values
may be volatile and there is the possibility of governmental controls on
currency exchanges or governmental intervention in currency markets.

The costs attributable to non-U.S. investing, such as the costs of
maintaining custody of securities in non-U.S. countries, frequently are higher
than those attributable to U.S. investing. As a result, the operating expense
ratio of the Fund may be higher than those of investment companies investing
exclusively in U.S. securities.

The Fund may invest in securities of issuers in developing countries, and
all of these risks are increased for investments in issuers in developing
countries.

INVESTMENT PRACTICES. Certain of the investment practices employed for the
Fund may entail certain risks. These risks are in addition to risks described
above and are described in the Appendix. See the Appendix -- Permitted
Investments and Investment Practices on page 16.

SPECIAL INFORMATION CONCERNING INVESTMENT STRUCTURE: The Fund does not invest
directly in securities. Instead, the Fund is permitted to invest all or a
portion of its assets in one or more investment companies to the extent not
prohibited by the Investment Company Act of 1940, the rules and regulations
thereunder, and exemptive orders granted under such Act. Currently, the Fund
invests all of its investable assets in the Portfolio, which is a mutual fund
having the same investment objective and policies as the Fund. The Portfolio, in
turn, buys, holds and sells securities in accordance with this objective and
these policies. Of course, there can be no assurance that the Fund or the
Portfolio will achieve its objective. The Trustees of the Fund believe that the
aggregate per share expenses of the Fund and the Portfolio will be less than or
approximately equal to the expenses that the Fund would incur if the assets of
the Fund were invested directly in the types of securities held by the
Portfolio. The Fund may withdraw its investment in the Portfolio at any time,
and will do so if the Fund's Trustees believe it to be in the best interest of
the Fund's shareholders. If the Fund were to withdraw its investment in the
Portfolio the Fund could either invest directly in securities in accordance with
the investment policies described above or invest in one or more mutual funds or
pooled investment vehicles having the same investment objective and policies. If
the Fund were to withdraw, the Fund could receive securities from the Portfolio
instead of cash causing the Fund to incur brokerage, tax and other charges or
leaving it with securities which may or may not be readily marketable or widely
diversified.

The Portfolio may change its investment objective and certain of its
investment policies and restrictions without approval by its investors, but the
Portfolio will notify the Fund (which in turn will notify its shareholders) and
its other investors at least 30 days before implementing any change in its
investment objective. A change in investment objective, policies or restrictions
may cause the Fund to withdraw its investment in the Portfolio.

Certain investment restrictions of the Portfolio cannot be changed without
approval by the investors in the Portfolio. These policies are described in the
Statement of Additional Information. When the Fund is asked to vote on certain
matters concerning the Portfolio, the Fund will hold a shareholder meeting and
vote in accordance with shareholder instructions. Of course, the Fund could be
outvoted, or otherwise adversely affected, by other investors in the Portfolio.

The Portfolio may sell interests to investors in addition to the Fund. These
investors may be mutual funds which offer shares to their shareholders with
different costs and expenses than the Fund. Therefore, the investment returns
for all investors in funds investing in the Portfolio may not be the same. The
differences in returns are also present in other mutual fund structures.

Information about other holders of interests in the Portfolio is available
from the Fund's distributor, LFBDS at (617) 423-1769.

VALUATION OF SHARES
- --------------------------------------------------------------------------------

Net asset value per share of the Fund is determined each day the New York
Stock Exchange is open for trading (a "Business Day"). This determination is
made once each day as of the close of regular trading on the Exchange (normally
4:00 p.m. Eastern time) by adding the market value of all securities and other
assets attributable to the Fund (including the Fund's interest in the
Portfolio), then subtracting the liabilities charged to the shares, and then
dividing the result by the number of outstanding shares. The net asset value per
share is effective for orders received and accepted by the Transfer Agent prior
to its calculation.

Portfolio securities and other assets are valued primarily on the basis of
market quotations, or if quotations are not available, by a method believed to
accurately reflect fair value. Non-U.S. securities are valued based on
quotations from the primary market in which they are traded and are translated
from the local currency into U.S. dollars using current exchange rates. In light
of the non-U.S. nature of some of the Fund's investments, trading may take place
in securities held by the Fund on days which are not Business Days and on which
it will not be possible to purchase or redeem shares of the Fund.

PURCHASES
- --------------------------------------------------------------------------------

Shares of the Fund are offered continuously and may be purchased on any
Business Day at the public offering price. The public offering price is the net
asset value next determined after an order is transmitted to and accepted by the
Transfer Agent. The Fund and the Transfer Agent reserve the right to reject any
purchase order and to suspend the offering of Fund shares for a period of time.

Shares may be purchased through certain financial institutions (which may
include banks), securities dealers and other industry professionals (called
Service Agents) that have entered into service agreements with the Distributor.
Service Agents may receive certain fees from the Distributor and/ or the Fund.
See "Management -- Distribution Arrangements." Customers should contact their
Service Agents for information on purchases. Each Service Agent may establish
its own terms, conditions and charges with respect to services it offers to its
customers. Charges for these services may include fixed annual fees and account
maintenance fees. The effect of any such fees will be to reduce the net return
on the investment of customers of that Service Agent. Each Service Agent has
agreed to transmit to its customers who are shareholders of the Fund appropriate
prior written disclosure of any fees that it may charge them directly. Each
Service Agent is responsible for transmitting promptly orders of its customers.

From time to time the Distributor may make payments for distribution and/ or
shareholder servicing activities out of its past profits and other sources
available to it. The Distributor also may make payments for marketing,
promotional or related expenses to dealers who engage in marketing efforts on
behalf of the Fund. The amounts of these payments will be determined by the
Distributor in its sole discretion and may vary among different dealers.

EXCHANGES
- --------------------------------------------------------------------------------

Shares may be exchanged for shares of the CitiSelect Portfolios and other
CitiFunds, or may be acquired through an exchange of shares of those funds.

Shareholders must place exchange orders through the Transfer Agent or, if
they are customers of a Service Agent, though their Service Agent, and may do so
by telephone if their account applications so permit. For more information on
telephone transactions see "Redemptions." All exchanges will be effected based
on the relative net asset values per share next determined after the exchange
order is received and accepted by the Transfer Agent. See "Valuation of Shares."
Shares of the Fund may be exchanged only after payment in federal funds for the
shares has been made.

This exchange privilege may be modified or terminated at any time, upon at
least 60 days' notice when such notice is required by Securities and Exchange
Commission ("SEC") rules, and is available only in those jurisdictions where
such exchanges legally may be made. See the Statement of Additional Information
for further details. An exchange is treated as a sale of the shares exchanged
and could result in taxable gain or loss to the shareholder making the exchange.

REDEMPTIONS
- --------------------------------------------------------------------------------

Fund shares may be redeemed at their net asset value next determined after a
redemption request in proper form is received by the Transfer Agent. The
Transfer Agent is responsible for the prompt transmission of redemption orders
to the Fund on behalf of its customers. A Service Agent may establish
requirements or procedures regarding submission of redemption requests by its
customers that are different from those described below. Shareholders should
consult their Service Agents for details. A redemption is treated as a sale of
the shares redeemed and could result in taxable gain or loss to the shareholder
making the redemption.

REDEMPTIONS BY MAIL. Shareholders may redeem Fund shares by sending written
instructions in proper form (as determined by the Transfer Agent or a
shareholder's Service Agent) to the Transfer Agent or, if shareholders are
customers of a Service Agent, their Service Agent. Shareholders are responsible
for ensuring that a request for redemption is in proper form.

REDEMPTIONS BY TELEPHONE. Shareholders may redeem or exchange Fund shares by
telephone, if their account applications so permit, by calling the Transfer
Agent or, if they are customers of a Service Agent, their Service Agent. During
periods of drastic economic or market changes or severe weather or other
emergencies, shareholders may experience difficulties implementing a telephone
exchange or redemption. In such an event, another method of instruction, such as
a written request sent via an overnight delivery service, should be considered.
The Fund, the Transfer Agent and each Service Agent will employ reasonable
procedures to confirm that instructions communicated by telephone are genuine.
These procedures may include recording of the telephone instructions and
verification of a caller's identity by asking for the shareholder's name,
address, telephone number, Social Security number, and account number. If these
or other reasonable procedures are not followed, the Fund, the Transfer Agent or
the Service Agent may be liable for any losses to a shareholder due to
unauthorized or fraudulent instructions. Otherwise, the shareholder will bear
all risk of loss relating to a redemption or exchange by telephone.

PAYMENT OF REDEMPTIONS. The proceeds of a redemption are paid in federal
funds normally on the next Business Day, but in any event within seven days. If
a shareholder requests redemption of shares which were purchased recently, the
Fund may delay payment until it is assured that good payment has been received.
In the case of purchases by check, this can take up to ten days. See
"Determination of Net Asset Value" in the Statement of Additional Information
regarding the Fund's right to pay the redemption price in kind with securities
(instead of cash).

Questions about redemption requirements should be referred to the Transfer
Agent or, for customers of a Service Agent, their Service Agent. The right of
any shareholder to receive payment with respect to any redemption may be
suspended or the payment of the redemption price postponed during any period in
which the New York Stock Exchange is closed (other than weekends or holidays) or
trading on the Exchange is restricted or if an emergency exists.

DIVIDENDS AND DISTRIBUTIONS
- --------------------------------------------------------------------------------

Substantially all of the Fund's net income from dividends and interest, if
any, is paid to its shareholders of record as a dividend semiannually.

The Fund's net realized short-term and long-term capital gains, if any, will
be distributed to the Fund's shareholders at least annually. The Fund may also
make additional distributions to its shareholders to the extent necessary to
avoid the application of the 4% non-deductible excise tax on certain
undistributed income and net capital gains of mutual funds.

A shareholder may elect to receive dividends and capital gains distributions
in either cash or additional shares of the Fund issued at net asset value
without a sales charge.

MANAGEMENT
- --------------------------------------------------------------------------------

TRUSTEES AND OFFICERS: The Fund is supervised by the Board of Trustees of
CitiFunds Trust II. The Portfolio is supervised by the Board of Trustees of The
Premium Portfolios. In each case, a majority of the Trustees are not affiliated
with Citibank. In addition, a majority of the disinterested Trustees of the Fund
are different from a majority of the disinterested Trustees of the Portfolio.
More information on the Trustees and officers of the Fund and Portfolio appears
under "Management" in the Statement of Additional Information.

INVESTMENT MANAGER: Citibank offers a wide range of banking and investment
services to customers across the United States and throughout the world, and has
been managing money since 1822. Its portfolio managers are responsible for
investing in money market, equity and fixed income securities. Citibank and its
affiliates manage more than $88 billion in assets worldwide. Citibank is a
wholly-owned subsidiary of Citicorp. Citibank also serves as investment adviser
to other registered investment companies. Citibank's address is 153 East 53rd
Street, New York, New York 10043.

Subject to policies set by the Trustees, Citibank is responsible for overall
management of the Fund's business affairs pursuant to a Management Agreement
with the Fund. Citibank also provides certain administrative services to the
Fund. These administrative services include providing general office facilities
and supervising the overall administration of the Fund. Pursuant to a
sub-administrative services agreement, the Distributor performs such
sub-administrative duties for the Fund as from time to time are agreed upon by
Citibank and the Distributor. The Distributor's compensation as sub-
administrator is paid by Citibank.

Grant D. Hobson and Richard Goldman have managed the Fund since January
1996. Mr. Hobson is responsible for managing U.S. equity portfolios for mutual
funds, trust and pension accounts of Citibank Global Asset Management and
currently manages, or co-manages, more than $4 billion of total assets at
Citibank. Prior to joining Citibank in 1993, Mr. Hobson was a securities analyst
and sector manager for pension accounts and mutual funds for Axe Houghton,
formerly a division of USF&G. Mr. Goldman is responsible for managing U.S.
equity portfolios for mutual funds and institutional accounts, and for
quantitative equity research for the U.S. institutional business of Citibank
Global Asset Management. He currently manages, or co-manages, approximately $4
billion of total assets at Citibank. He joined Citicorp's Investment Management
Division in 1985 and from 1988 to 1994 was responsible for running Citicorp's
Institutional Investor Relations Department.

----------------

Management's discussion of the Fund's performance is included in the Fund's
Annual Report to Shareholders, which investors may obtain without charge by
calling 1-800-625-4554.

MANAGEMENT FEES. For its services under the Management Agreements with
respect to the Fund and the Portfolio, Citibank receives fees, which are
computed daily and paid monthly, at annual rates equal to 0.30% of the Fund's
average net assets, and 0.60% of the Portfolio's average net assets. These
combined management fees are higher than the management fees paid by most mutual
funds.

For the fiscal year ended December 31, 1996, the investment advisory fees
paid to Citibank under a prior investment advisory agreement were 0.50% of the
Fund's average daily net assets for that fiscal year. For the period from
January 1, 1997 to October 31, 1997, the management fees paid to Citibank under
a prior investment advisory agreement and the current Management Agreements were
___% of the Fund's average daily net assets for that period.

BANKING RELATIONSHIPS. Citibank and its affiliates may have deposit, loan
and other relationships with the issuers of securities purchased on behalf of
the Fund, including outstanding loans to such issuers which may be repaid in
whole or in part with the proceeds of securities so purchased. Citibank has
informed the Fund that, in making its investment decisions, it does not obtain
or use material inside information in the possession of any division or
department of Citibank or in the possession of any affiliate of Citibank.

BANK REGULATORY MATTERS. The Glass-Steagall Act prohibits certain financial
institutions, such as Citibank, from underwriting securities of open-end
investment companies, such as the Fund. Citibank believes that its services
under the Management Agreements and the activities performed by it or its
affiliates as Service Agents are not underwriting and are consistent with the
Glass-Steagall Act and other relevant federal and state laws. However, there is
no controlling precedent regarding the performance of the combination of
investment advisory, shareholder servicing and administrative activities by
banks. State laws on this issue may differ from applicable federal law, and
banks and financial institutions may be required to register as dealers pursuant
to state securities laws. Changes in either federal or state statutes or
regulations, or in their interpretations, could prevent Citibank or its
affiliates from continuing to perform these services. If Citibank or its
affiliates were to be prevented from acting as the investment manager or a
Service Agent, the Fund would seek alternative means for obtaining these
services. The Fund does not expect that shareholders would suffer any adverse
financial consequences as a result of any such occurrence.

TRANSFER AGENT, CUSTODIAN AND FUND ACCOUNTANT: State Street Bank and Trust
Company acts as transfer agent, dividend disbursing agent and custodian for the
Fund. Securities may be held by a sub-custodian bank approved by the Trustees.
State Street also provides fund accounting services and calculates the daily net
asset value for the Fund. The principal business address of State Street Bank
and Trust Company is 225 Franklin Street, Boston, Massachusetts 02110.

DISTRIBUTION ARRANGEMENTS: LFBDS, 6 St. James Avenue, Boston, MA 02116
(telephone: (617) 423-1679), is the Distributor of the Fund's shares. Under a
Service Plan which has been adopted in accordance with Rule 12b-1 under the 1940
Act, the Fund may pay monthly fees at an annual rate not to exceed 0.25% of the
average daily net assets of the Fund. These fees may be used to make payments to
the Distributor for distribution services, to Service Agents and others as
compensation for the sale of shares of the Fund, and to make payments for
advertising, marketing or other promotional activity, and payments for
preparation, printing, and distribution of prospectuses, statements of
additional information and reports for recipients other than regulators and
existing shareholders. The Fund also may make payments to the Distributor,
Service Agents and others for providing personal service or the maintenance of
shareholder accounts.

The Fund and the Distributor provide to the Trustees quarterly a written
report of amounts expended pursuant to the Service Plan and the purposes for
which the expenditures were made.

During the period they are in effect, the Service Plan and related
Distribution Agreement obligate the Fund to pay fees to the Distributor, Service
Agents and others as compensation for their services, not as reimbursement for
specific expenses incurred. Thus, even if their expenses exceed the fees
provided for under the Service Plan, the Fund will not be obligated to pay more
than those fees and, if their expenses are less than the fees paid to them, they
will realize a profit. The Fund will pay the fees to the Distributor, Service
Agents and others until the Service Plan or Distribution Agreement is terminated
or not renewed. In that event, the Distributor's or Service Agent's expenses in
excess of fees received or accrued through the termination date will be the
Distributor's or Service Agent's sole responsibility and not obligations of the
Fund.

TAX MATTERS
- --------------------------------------------------------------------------------

This discussion of taxes is for general information only. Investors should
consult their own tax advisers about their particular situations.

The Fund intends to meet the requirements of the Internal Revenue Code
applicable to regulated investment companies so that it will not be liable for
any federal income or excise taxes. The Fund may pay withholding or other taxes
to foreign governments during the year, however, and these taxes will reduce the
Fund's dividends.

Fund dividends and capital gains distributions are subject to federal income
tax and may also be subject to state and local taxes. Dividends and
distributions are treated in the same manner for federal tax purposes whether
they are paid in cash or as additional shares. Generally, distributions from the
Fund's net investment income and short-term capital gains will be taxed as
ordinary income. A portion of distributions from net investment income may be
eligible for the dividends-received deduction available to corporations.
Distributions of long-term net capital gains will be taxed as such regardless of
how long the shares of the Fund have been held. It is uncertain at this time
whether all or any part of such long-term capital gains will be eligible to be
taxed at a maximum rate below 28%.

Fund distributions will reduce the Fund's net asset value per share.
Shareholders who buy shares just before the Fund makes a distribution may thus
pay the full price for the shares and then effectively receive a portion of the
purchase price back as a taxable distribution.

Early each year, the Fund will notify its shareholders of the amount and tax
status of distributions paid to shareholders for the preceding year. Investors
should consult their own tax advisers regarding the status of their accounts
under state and local laws.

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

Fund performance may be quoted in advertising, shareholder reports and other
communications in terms of yield, effective yield or total rate of return. All
performance information is historical and is not intended to indicate future
performance. Yields and total rates of return fluctuate in response to market
conditions and other factors, and the value of the Fund's shares when redeemed
may be more or less than their original cost.

The Fund may provide its period and average annualized "total rates of
return." The "total rate of return" refers to the change in the value of an
investment in the Fund over a stated period, reflects any change in net asset
value per share and is compounded to include the value of any shares purchased
with any dividends or capital gains declared during such period. Period total
rates of return may be "annualized." An "annualized" total rate of return
assumes that the period total rate of return is generated over a one-year
period.

The Fund may provide annualized "yield" and "effective yield" quotations.
The "yield" of the Fund refers to the income generated by an investment in the
Fund over a 30-day or one month period (which period is stated in any such
advertisement or communication). This income is then annualized; that is, the
amount of income generated by the investment over that period is assumed to be
generated each month over a one-year period and is shown as a percentage of the
maximum offering price on the last day of that period. The "effective yield" is
calculated similarly, but when annualized the income earned by the investment
during that 30-day or one-month period is assumed to be reinvested. The
effective yield is slightly higher than the yield because of the compounding
effect of this assumed reinvestment. The Fund may also provide yield and
effective yield quotations for longer periods.

Of course, any fees charged by a shareholder's Service Agent will reduce
that shareholder's net return on his or her investment. See the Statement of
Additional Information for more information concerning the calculation of yield
and total rate of return quotations for the Fund.

GENERAL INFORMATION
- --------------------------------------------------------------------------------

ORGANIZATION: The Fund is a series of CitiFunds Trust II, a Massachusetts
business trust which was organized on April 13, 1984; it also is an open-end
management investment company registered under the 1940 Act. Prior to January 2,
1998, CitiFunds Trust II was known as "Landmark Funds II."

The Fund is a diversified mutual fund. Under the 1940 Act, a diversified
series or mutual fund must invest at least 75% of its assets in cash and cash
items, U.S. Government securities, investment company securities and other
securities limited as to any one issuer to not more than 5% of the total assets
of the mutual fund and not more than 10% of the voting securities of the issuer.

Under Massachusetts law, shareholders of a business trust may, under certain
circumstances, be held personally liable as partners for the trust's
obligations. However, the risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances in which both
inadequate insurance existed and the trust itself was unable to meet its
obligations.

The Fund is permitted to invest all or a portion of its assets in one or
more investment companies. The Fund currently invests in the Portfolio. The
Portfolio is a series of The Premium Portfolios, a New York trust. Prior to
November 1, 1997, the Portfolio was known as "Equity Portfolio."

VOTING AND OTHER RIGHTS: CitiFunds Trust II may issue an unlimited number of
shares, may create new series of shares and may divide shares in each series
into classes. Each share of the Fund gives the shareholder one vote in Trustee
elections and other matters submitted to shareholders for vote. All shares of
each series of CitiFunds Trust II have equal voting rights except that, in
matters affecting only a particular series, only shares of that particular
series are entitled to vote.

At any meeting of shareholders of the Fund, a Service Agent may vote any
shares of which it is the holder of record and for which it does not receive
voting instructions proportionately in accordance with the instructions it
receives for all other shares of which that Service Agent is the holder of
record.

As a Massachusetts business trust, the Fund is not required to hold annual
shareholder meetings. Shareholder approval will usually be sought only for
changes in the Fund's or Portfolio's fundamental investment restrictions and for
the election of Trustees under certain circumstances. Trustees may be removed by
shareholders under certain circumstances. Each share of the Fund is entitled to
participate equally in dividends and other distributions and the proceeds of any
liquidation of the Fund.

CERTIFICATES: The Fund's Transfer Agent maintains a share register for
shareholders of record. Share certificates are not issued.

RETIREMENT PLANS: Investors may be able to establish new accounts in the Fund
under one of several tax-sheltered plans. Such plans include IRAs, Keogh or
Corporate Profit-Sharing and Money-Purchase Plans, 403(b) Custodian Accounts,
and certain other qualified pension and profit-sharing plans. Investors should
consult with their Service Agents and tax and retirement advisers.

EXPENSES: In addition to amounts payable under its Management Agreement and
Service Plan, the Fund is responsible for its own expenses, including among
other things, the costs of securities transactions, the compensation of Trustees
that are not affiliated with Citibank or the Fund's Distributor, government
fees, taxes, accounting and legal fees, expenses of communicating with
shareholders, interest expense, and insurance premiums.

COUNSEL AND INDEPENDENT AUDITORS: Bingham Dana LLP, Boston, Massachusetts
is counsel for the Fund. Price Waterhouse LLP, 160 Federal Street, Boston, MA
02110, serves as independent auditor for the Fund.

----------------

The Statement of Additional Information dated the date hereof contains more
detailed information about the Fund and the Portfolio, including information
relating to (i) investment policies and restrictions, (ii) the Trustees,
officers, and investment manager, (iii) securities transactions, (iv) the Fund's
shares, including rights and liabilities of shareholders, (v) the method used to
calculate performance information and (vi) the determination of net asset value.

No person has been authorized to give any information or make any
representations not contained in this Prospectus or the Statement of Additional
Information in connection with the offering made by this Prospectus and, if
given or made, such information or representations must not be relied upon as
having been authorized by the Fund or its distributor. This Prospectus does not
constitute an offering by the Fund or its distributor in any jurisdiction in
which such offering may not lawfully be made.
<PAGE>

APPENDIX

PERMITTED INVESTMENTS AND
INVESTMENT PRACTICES
- --------------------------------------------------------------------------------

REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements in order to
earn a return on temporarily available cash. Repurchase agreements are
transactions in which an institution sells the Fund a security at one price,
subject to the Fund's obligation to resell and the selling institution's
obligation to repurchase that security at a higher price normally within a seven
day period. There may be delays and risks of loss if the seller is unable to
meet its obligation to repurchase.

REVERSE REPURCHASE AGREEMENTS. The Fund may enter into reverse repurchase
agreements. Reverse repurchase agreements involve the sale of securities held by
the Fund and the agreement by the Fund to repurchase the securities at an
agreed-upon price, date and interest payment. When the Fund enters into reverse
repurchase transactions, securities of a dollar amount equal in value to the
securities subject to the agreement will be maintained in a segregated account
with the Fund's custodian. The segregation of assets could impair the Fund's
ability to meet its current obligations or impede investment management if a
large portion of the Fund's assets are involved. Reverse repurchase agreements
are considered to be a form of borrowing.

LENDING OF PORTFOLIO SECURITIES. Consistent with applicable regulatory
requirements and in order to generate additional income, the Fund may lend its
portfolio securities to broker-dealers and other institutional borrowers. Such
loans must be callable at any time and continuously secured by collateral (cash
or U.S. Government securities) in an amount not less than the market value,
determined daily, of the securities loaned. It is intended that the value of
securities loaned by the Fund would not exceed 30% of the Fund's total assets.

In the event of the bankruptcy of the other party to a securities loan, a
repurchase agreement or a reverse repurchase agreement, the Fund could
experience delays in recovering either the securities or cash. To the extent
that, in the meantime, the value of the securities loaned or sold has increased
or the value of the securities purchased has decreased, the Fund could
experience a loss.

RULE 144A SECURITIES. The Fund may purchase restricted securities that are
not registered for sale to the general public. If the Manager determines that
there is a dealer or institutional market in the securities, the securities will
not be treated as illiquid for purposes of the Fund's investment limitations.
The Trustees will review these determinations. These securities are known as
"Rule 144A securities" because they are traded under SEC Rule 144A among
qualified institutional buyers. Institutional trading in Rule 144A securities is
relatively new, and the liquidity of these investments could be impaired if
trading in Rule 144A securities does not develop or if qualified institutional
buyers become, for a time, uninterested in purchasing Rule 144A securities.

CONVERTIBLE SECURITIES. The Fund may invest in convertible securities. A
convertible security is a fixed-income security (a bond or preferred stock)
which may be converted at a stated price within a specified period of time into
a certain quantity of common stock or other equity securities of the same or a
different issuer. Convertible securities rank senior to common stock in a
corporation's capital structure but are usually subordinated to similar
non-convertible securities. While providing a fixed-income stream (generally
higher in yield than the income derivable from common stock but lower than that
afforded by a similar non-convertible security), a convertible security also
affords an investor the opportunity, through its conversion feature, to
participate in the capital appreciation attendant upon a market price advance in
the convertible security's underlying common stock.

In general, the market value of a convertible security is at least the
higher of its "investment value" (i.e., its value as a fixed-income security),
or its "conversion value" (i.e., its value upon conversion into its underlying
stock). As a fixed-income security, a convertible security tends to increase in
market value when interest rates decline and tends to decrease in value when
interest rates rise. However, the price of a convertible security is also
influenced by the market value of the security's underlying common stock. The
price of a convertible security tends to increase as the market value of the
underlying stock rises, whereas it tends to decrease as the market value of the
underlying stock declines. While no securities investment is without some risk,
investments in convertible securities generally entail less risk than
investments in the common stock of the same issuer.

PRIVATE PLACEMENTS AND ILLIQUID INVESTMENTS. The Fund may invest up to 15%
of its net assets in securities for which there is no readily available market.
These illiquid securities may include privately placed restricted securities for
which no institutional market exists. The absence of a trading market can make
it difficult to ascertain a market value for illiquid investments. Disposing of
illiquid investments may involve time-consuming negotiation and legal expenses,
and it may be difficult or impossible for a Fund to sell them promptly at an
acceptable price.

"WHEN-ISSUED" SECURITIES. In order to ensure the availability of suitable
securities, the Fund may purchase securities on a "when-issued" or on a "forward
delivery" basis, which means that the securities would be delivered to the Fund
at a future date beyond customary settlement time. Under normal circumstances,
the Fund takes delivery of the securities. In general, the Fund does not pay for
the securities until received and does not start earning interest until the
contractual settlement date. While awaiting delivery of the securities, the Fund
establishes a segregated account consisting of cash, cash equivalents or high
quality debt securities equal to the amount of the Fund's commitments to
purchase "when-issued" securities. An increase in the percentage of the Fund's
assets committed to the purchase of securities on a "when-issued" basis may
increase the volatility of its net asset value.

FUTURES CONTRACTS. The Fund may purchase stock index futures in order to
protect against declines in the value of portfolio securities or increases in
the cost of securities or other assets to be acquired and, subject to applicable
law, to enhance potential gain. Futures contracts provide for the future sale by
one party and purchase by another party of a specified amount of a security at a
specified future time and price, or for making payment of a cash settlement
based on changes in the value of a security, an index of securities or other
assets. In many cases, the futures contracts that may be purchased by the Fund
are standardized contracts traded on commodities exchanges or boards of trade.
Because the value of a futures contract changes based on the price of the
underlying security or other asset, futures contracts are commonly referred to
as "derivatives." Futures contracts are a generally accepted part of modern
portfolio management and are regularly utilized by many mutual funds and other
institutional investors.

When the Fund purchases or sells a futures contract, it is required to make
an initial margin deposit. Although the amount may vary, initial margin can be
as low as 1% or less of the face amount of the contract. Additional margin may
be required as the contract fluctuates in value. Since the amount of margin is
relatively small compared to the value of the securities covered by a futures
contract, the potential for gain or loss on a futures contract is much greater
than the amount of the Fund's initial margin deposit. The Fund does not
currently intend to enter into a futures contract if, as a result, the initial
margin deposits on all of the Fund's futures contracts would exceed
approximately 5% of the Fund's net assets. Also, the Fund intends to limit its
futures contracts so that the value of the securities covered by its futures
contracts would not generally exceed 50% of the market value of the Fund's total
assets other than its futures contracts and to segregate sufficient assets to
meet its obligations under outstanding futures contracts.

The ability of the Fund to utilize futures contracts successfully will
depend on the Manager's ability to predict stock price movements, which cannot
be assured. In addition to general risks associated with any investment, the use
of futures contracts entails the risk that, to the extent the Manager's view as
to stock price movements is incorrect, the use of futures contracts could result
in losses greater than if they had not been used. This could happen, for
example, if there is a poor correlation between price movements of futures
contracts and price movements in the Fund's related portfolio position. Also,
the futures markets may not be liquid in all circumstances. As a result, in
certain markets, the Fund might not be able to close out a transaction without
incurring substantial losses, if at all. When futures contracts are used for
hedging, even if they are successful in minimizing the risk of loss due to a
decline in the value of the hedged position, at the same time they limit any
potential gain which might result from an increase in value of such position. As
noted, the Fund may also enter into transactions in futures contracts for other
than hedging purposes (subject to applicable law), including speculative
transactions, which involve greater risk. In particular, in entering into such
transactions, the Fund may experience losses which are not offset by gains on
other portfolio positions, thereby reducing its gross income. In addition, the
markets for such instruments may be extremely volatile from time to time, which
could increase the risks incurred by the Fund in entering into such
transactions.

The use of futures contracts potentially exposes the Fund to the effects of
"leveraging," which occurs when futures are used so that the Fund's exposure to
the market is greater than it would have been if the Fund had invested directly
in the underlying securities. "Leveraging" increases the Fund's potential for
both gain and loss. As noted above, the Fund intends to adhere to certain
policies relating to the use of futures contracts, which should have the effect
of limiting the amount of leverage by the Fund. The use of futures contracts may
increase the amount of taxable income of the Fund and may affect in other ways
the amount, timing and character of the Fund's income for tax purposes, as more
fully discussed in the section entitled "Certain Additional Tax Matters" in the
Statement of Additional Information.

The use of futures by the Fund and some of their risks are described more
fully in the Statement of Additional Information.

SECURITIES OF ISSUERS IN DEVELOPING COUNTRIES. Shareholders should be aware
that investing in the equity and fixed income markets of developing countries
involves exposure to economic structures that are generally less diverse and
mature, and to political systems which can be expected to have less stability,
than those of developed countries. Historical experience indicates that the
markets of developing countries have been more volatile than the markets of
developed countries with more mature economies; such markets often have provided
higher rates of return and greater risks. These heightened risks include (i)
greater risks of expropriation, confiscatory taxation and nationalization, and
less social, political and economic stability; (ii) the small current size of
markets for securities of issuers based in developing countries and the
currently low or non-existent volume of trading, resulting in a lack of
liquidity and in price volatility; (iii) certain national policies which may
restrict the Fund's investment opportunities including restrictions on investing
in issuers or industries deemed sensitive to relevant national interests; and
(iv) the absence of developed legal structures. Such characteristics can be
expected to continue in the future.

CURRENCY EXCHANGE CONTRACTS. Forward currency exchange contracts may be
entered into for the Fund for the purchase or sale of non-U.S. currency for
hedging purposes against adverse rate changes or otherwise to achieve the Fund's
investment objectives. A currency exchange contract allows a definite price in
dollars to be fixed for securities of non-U.S. issuers that have been purchased
or sold (but not settled) for the Fund. Entering into such exchange contracts
may result in the loss of all or a portion of the benefits which otherwise could
have been obtained from favorable movements in exchange rates. In addition,
entering into such contracts means incurring certain transaction costs and
bearing the risk of incurring losses if rates do not move in the direction
anticipated.

LOWER-RATED DEBT SECURITIES. The Fund may purchase lower-rated securities
(those rated Baa or better by Moody's or BBB or better by S&P) which may have
poor protection of payment of principal and interest. These securities are often
considered to be speculative and involve greater risk of default or price
changes than securities assigned a higher quality rating due to changes in the
issuer's creditworthiness. The market prices of these securities may fluctuate
more than higher-rated securities and may decline significantly in periods of
general economic difficulty which may follow periods of rising interest rates.

COMMERCIAL PAPER. The Fund may invest in commercial paper, which is
unsecured debt of corporations usually maturing in 270 days or less from its
date of issuance.

<PAGE>

PROSPECTUS
- --------------------------------------------------------------------------------
JANUARY 2, 1998
CITIFUNDS SMALL CAP GROWTH PORTFOLIO
(A Member of the CitiFunds(SM) Family of Funds)

This Prospectus describes CitiFunds Small Cap Growth Portfolio, a mutual
fund in the CitiFunds Family of Funds. Citibank, N.A. is the investment
manager.

- --------------------------------------------------------------------------------
UNLIKE OTHER MUTUAL FUNDS WHICH DIRECTLY ACQUIRE AND MANAGE THEIR OWN
PORTFOLIOS OF SECURITIES, THE FUND MAY SEEK ITS INVESTMENT OBJECTIVE BY
INVESTING ALL OF ITS INVESTABLE ASSETS IN ONE OR MORE INVESTMENT COMPANIES. SEE
"SPECIAL INFORMATION CONCERNING INVESTMENT STRUCTURE" ON PAGE 8.
- --------------------------------------------------------------------------------
REMEMBER THAT SHARES OF THE FUND:

o ARE NOT INSURED BY THE FDIC OR ANY OTHER AGENCY

o ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, CITIBANK OR
ANY OF ITS AFFILIATES

o ARE SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL
AMOUNT INVESTED

- ----------------------------------------
TABLE OF CONTENTS
2 Prospectus Summary
------------------------------------
4 Expense Summary
------------------------------------
5 Condensed Financial Information
------------------------------------
6 Investment Information
------------------------------------
7 Risk Considerations
------------------------------------
8 Valuation of Shares
------------------------------------
Purchases
9 Exchanges
Redemptions
------------------------------------
10 Dividends and Distributions
Management
------------------------------------
12 Tax Matters
Performance Information
------------------------------------
13 General Information
------------------------------------
15 Appendix -- Permitted Investments
and Investment Practices
- ----------------------------------------

INVESTORS SHOULD READ THIS PROSPECTUS AND RETAIN IT FOR FUTURE REFERENCE.
<PAGE>

PROSPECTUS SUMMARY
- ------------------------------------------------------------------------------

See the body of the Prospectus for more information on the topics discussed
in this summary.

THE FUND: This Prospectus describes CitiFunds Small Cap Growth Portfolio
(formerly known as "Landmark Small Cap Equity Fund") (the "Fund"). Because the
Fund currently invests through Small Cap Growth Portfolio (the "Portfolio"), all
references in this Prospectus to the Fund include the Portfolio, except as
otherwise noted.

INVESTMENT OBJECTIVE AND POLICIES: The Fund's objective is long-term capital
growth. Dividend income, if any, is incidental to this investment objective.
Through the Portfolio, the Fund invests primarily in stocks of U.S. issuers that
have small market capitalizations (i.e., those issuers with market
capitalizations below the top 1,000 stocks that comprise the large and mid-range
capitalization sector of the equity market). In addition, the Fund may invest in
companies that are believed to be emerging companies relative to their potential
markets.

PURCHASES AND REDEMPTIONS: Investors may purchase and redeem shares of the
Fund through a Service Agent on any day the New York Stock Exchange is open
for trading. See "Purchases" and "Redemptions."

EXCHANGES: Shares may be exchanged for shares of the CitiSelect(R) Portfolios
and other CitiFunds. See "Exchanges."

DIVIDENDS: Dividends, if any, are declared and paid semi-annually. Net capital
gains, if any, are distributed annually. See "Dividends and Distributions."

REINVESTMENT: All dividends and capital gains distributions may be received
either in cash or in Fund shares at net asset value. See "Dividends and
Distributions."

Investors in the Fund should be aware that the securities of companies with
small market capitalizations may have more risks than the securities of other
companies. Small cap companies may be more susceptible to market downturns or
setbacks because they may have limited product lines, markets, distribution
channels, and financial and management resources. Further, there is often less
publicly available information about small cap companies than about more
established companies. As a result of these and other factors, the prices of
securities issued by small cap companies may be volatile. Shares of the Fund,
therefore, may be subject to greater fluctuation in value than shares of an
equity fund investing primarily in securities of larger, more established
companies.

Certain investment practices, such as the use of forward non-U.S. currency
exchange contracts, also may entail special risks. See "Risk Considerations"
and the Appendix for more information.
<PAGE>

EXPENSE SUMMARY
- --------------------------------------------------------------------------------
The following table summarizes estimated shareholder transaction and annual
operating expenses for shares of the Fund. For more information on costs and
expenses, see "Management" -- page 10 and "General Information -- Expenses" --
page 14.*
--------------------
CITIFUNDS SMALL CAP
GROWTH PORTFOLIO(1)
- --------------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES .......................... None
ANNUAL FUND OPERATING EXPENSES AFTER FEE WAIVERS AND
REIMBURSEMENTS
(AS A PERCENTAGE OF AVERAGE NET ASSETS):
Management Fees(3) ........................................ 1.10%
12b-1 Fees (including service fees)(2) .................... 0.25%
Other Expenses
Administrative Services Fees ............................ None (3)
Other Operating Expenses ................................ 0.38%
Total Fund Operating Expenses ............................. 1.73%

EXAMPLE: A shareholder would pay the following expenses on a $1,000
investment, assuming a 5% annual return and redemption at the end of each
period indicated below:
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
- --------------------------------------------------------------------------------
CITIFUNDS SMALL CAP GROWTH
PORTFOLIO (1) ............ $64 $99 $137 $242

(1) The expense information in this table has been restated to reflect current
fees.

-----------------------------------------------
CITIFUNDS SMALL CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
JUNE 21, 1995
(COMMENCEMENT OF
TEN MONTHS ENDED YEAR ENDED OPERATIONS) TO
OCTOBER 31, DECEMBER 31, DECEMBER 31,
1997(A) 1996 1995
- ------------------------------------------------------------------------------
Net Asset Value, beginning
of period .............. $ $14.32 $10.00
------ ------ ------
Income from Operations:
Net investment income .... (0.016) 0.05
Net realized and
unrealized gain ........ 5.407 4.42
------ ------ ------
Total from operations 5.391 4.47
------ ------ ------
Less Distributions From:
Net investment income .. -- (0.05)
Net realized gain ...... (1.501) (0.10)
------ ------ ------
Total from
distributions ...... (1.501) (0.15)
------ ------ ------
Net Asset Value, end of
period ................. $ $18.21 $14.32
====== ====== ======
RATIOS/SUPPLEMENTAL DATA:

Net assets, end of period
(000's omitted) ........ $ $24,311 $5,148
Ratio of expenses to
average net assets(B) .. % 0.88% 0%
Ratio of net investment
income (loss) to average
net assets ............. % (0.13) 1.21%*
Total return ............. 37.80% 44.78%**

Note: If agents of the Fund and of the Portfolio had not voluntarily waived a
portion of their fees or assumed Fund expenses and had expenses been limited to
that required by certain state securities laws for the period ended December 31,
1995, the net investment income (loss) per share and the ratios would have been
as follows:

Net investment income
per share .............. $ $(0.133) $(0.288)
RATIOS:
Expenses to average
net assets (B) ........... % 1.83% 2.50%*
Net investment income
(loss) to average net
assets ................. % (1.08)% (1.29)%*

* Annualized.
** Not annualized.
(A) The Fund changed its fiscal year end from December 31 to October 31.
(B) Includes the Fund's share of the Portfolio's allocated expenses.
<PAGE>

INVESTMENT INFORMATION
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE: The investment objective of the Fund is long-term
capital growth. Dividend income, if any, is incidental to this investment
objective.

INVESTMENT POLICIES: The Fund seeks its objective by investing in a diversified
portfolio consisting primarily of equity securities of U.S. companies that have
small market capitalizations. Under normal circumstances, at least 65% of the
Fund's total assets is invested in equity securities of these companies. Small
market capitalization companies are those with market capitalizations below the
top 1,000 stocks that comprise the large and mid-range capitalization sector of
the equity market. In addition, the Fund may invest in companies that are
believed to be emerging companies relative to their potential markets.

The Manager may also select other securities for the Fund that it believes
provide an opportunity for appreciation, such as fixed income securities and
convertible and non-convertible bonds. Most of the Fund's long-term
non-convertible debt investments are investment grade securities, and less than
5% of the Fund's investments consist of securities rated Baa by Moody's
Investors Service, Inc. ("Moody's") or BBB by Standard & Poor's Rating Services
("S&P").

OTHER PERMITTED INVESTMENTS. For more information regarding the Fund's
permitted investments and investment practices, see the Appendix -- Permitted
Investments and Investment Practices on page 15. The Fund will not necessarily
invest or engage in each of the investments and investment practices in the
Appendix but reserves the right to do so.

PORTFOLIO TURNOVER. Securities of the Fund will be sold whenever the Manager
believes it is appropriate to do so in light of the Fund's investment objective,
without regard to the length of time a particular security may have been held.
For the period from June 2, 1995 (commencement of operations) to December 31,
1995, the fiscal year ended December 31, 1996, and the period from January 1,
1997 to October 31, 1997, the turnover rates for the Portfolio were 41%, 89% and
%, respectively. The amount of brokerage commissions and realization of taxable
capital gains will tend to increase as the level of portfolio activity
increases.