<PAGE>
As filed with the Securities and Exchange Commission on December 31, 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. 22+
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
AMENDMENT NO. 23
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 February 1,
1998 pursuant to paragraph (b) of Rule 485. Pursuant to Rule 485(b)(1)(iii), the
Registrant hereby designates that the effective date for Post-Effective
Amendment No. 20 to the Registrant's Registration Statement under the Securities
Act of 1933 and Amendment No. 21 under the Investment Company Act of 1940, as
filed pursuant to Rule 485(a) on November 3, 1997, also shall be February 1,
1998.
The Premium Portfolios, on behalf of Large Cap Growth Portfolio and
Small Cap Growth Portfolio, has also executed this Registration Statement.
- ----------
+This filing relates only to CitiFunds Large Cap Growth Portfolio and CitiFunds
Small Cap Growth Portfolio.
<PAGE>
EXPLANATORY NOTE
The Cross Reference Sheet, Part A (the Prospectus of CitiFunds Large Cap
Growth Portfolio and the Prospectus of CitiFunds Small Cap Growth Portfolio) and
Part B (the Statement of Additional Information) filed by the Registrant in
Post-Effective Amendment No. 20 to the Registration Statement under the
Securities Act of 1933 (File No. 2-90519) and Amendment No. 21 to the
Registration Statement under the Investment Company Act of 1940 (File No.
811-4007) pursuant to Rule 485(a) on November 3, 1997 (Accession No.
0000950156-97-000927) are herein incorporated by reference.
<PAGE>
PART C
Item 24. Financial Statements and Exhibits.
(a) Financial Statements Included in Part A:
(i) CitiFunds(SM) Large Cap Growth Portfolio
Condensed Financial Information - Financial
Highlights for the fiscal years ended December
31, 1991, 1992, 1993, 1994, 1995, and 1996 and
for the period January 1, 1997 to October 31,
1997.*
(ii) CitiFunds(SM) Small Cap Growth Portfolio
Condensed Financial Information - Financial
Highlights for the period June 21, 1995
(commencement of operations) to December 31,
1995, the fiscal year ended December 31, 1996
and for the period January 1, 1997 to October 31,
1997.*
-------------------------
* Financial information for the period ended October 31,
1997 to be filed by amendment.
Financial Statements Included in Part B:
To be filed by amendment.
(b) Exhibits
<TABLE>
<CAPTION>
<S> <C>
***** 1(a) Amended and Restated Declaration of Trust of the Registrant
****** 1(b) Forms of Amendments to the Amended and Restated
Declaration of Trust of the Registrant
* 2(a) Amended and Restated By-Laws of Registrant
*** and ****** 2(b) Amendments to the Amended and Restated By-Laws of the Registrant
******* 5 Management Agreements between the Registrant and Citibank, N.A.
******* 6 Amended and Restated Distribution Agreement between the Registrant
and CFBDS, Inc. (formerly known as The Landmark Funds Broker-Dealer
Services, Inc.) ("CFBDS")
****** 8 Custodian Contract between the Registrant, on behalf of CitiFunds Large Cap
Growth Portfolio and CitiFunds Small Cap Growth Portfolio (collectively, the "Funds")
and State Street Bank and Trust Company ("State Street"), as custodian
******* 9(a) Sub-Administrative Services Agreement between Citibank, N.A. and CFBDS
* 9(b) Transfer Agency and Service Agreement between the Registrant and State
Street, as transfer agent
* 9(c)(i) Expense Reimbursement Agreement between the Registrant, on behalf of the
Funds, and CFBDS, as administrator
**** 9(c)(ii) Form of Amended Expense Reimbursement Agreement between the Registrant, on
behalf of CitiFunds Large Cap Growth Portfolio, and CFBDS, as administrator
****** 9(d) Accounting Services Agreement between the Registrant and State Street, as fund
accounting agent
******* 15 Service Plan with respect to the Funds
*** 16 Performance Calculations
****** 25(a) Powers of Attorney for the Registrant
**, ***, 25(b) Powers of Attorney for The Premium Portfolios
**** and
******
- ---------------------
* Incorporated herein by reference to Post-Effective Amendment No. 8 to the Registrant's Registration
Statement on Form N-1A (File No. 2-90519) as filed with the Securities and Exchange Commission on
March 2, 1992.
** Incorporated herein by reference to Post-Effective Amendment No. 10 to the Registrant's Registration
Statement on Form N-1A (File No. 2-90519) as filed with the Securities and Exchange Commission on
December 30, 1993.
*** Incorporated herein by reference to Post-Effective Amendment No. 12 to the Registrant's Registration
Statement on Form N-1A (File No. 2-90519) as filed with the Securities and Exchange Commission on
October 14, 1994.
**** Incorporated herein by reference to Post Effective Amendment No. 15 to the Registrant's Registration
Statement on Form N-1A (File No. 2-90519) as filed with the Securities and Exchange Commission on
February 15, 1996.
***** Incorporated herein by reference to Post Effective Amendment No. 17 to the Registrant's Registration
Statement on Form N-1A (File No. 2-90519) as filed with the Securities and Exchange Commission on
February 28, 1997.
****** Incorporated herein by reference to Post Effective Amendment No. 19 to the Registrant's Registration
Statement on Form N-1A (File No. 2-90519) as filed with the Securities and Exchange Commission on
October 24, 1997.
******* Incorporated herein by reference to Post-Effective Amendment No. 20 to the Registrant's Registration
Statement on Form N-1A (File No. 2-90519) as filed with the Securities and Exchange Commission on November 3, 1997.
</TABLE>
Item 25. Persons Controlled by or under Common Control with Registrant.
Not applicable.
Item 26. Number of Holders of Securities.
Title of Class Number of Record Holders
Shares of Beneficial Interest December 15, 1997
(without par value)
CitiFunds Small Cap Growth Portfolio 7
CitiFunds Large Cap Growth Portfolio 7
Item 27. Indemnification.
Reference is hereby made to (a) Article V of the Registrant's
Declaration of Trust, filed as an Exhibit to Post-Effective Amendment No. 17;
(b) Section 6 of the Amended and Restated Distribution Agreement between the
Registrant and CFBDS, Inc. (formerly known as The Landmark Funds Broker-Dealer
Services, Inc.), filed as an Exhibit to Post-Effective Amendment No. 20; and (c)
the undertaking of the Registrant regarding indemnification set forth in its
Registration Statement on Form N-1A.
The Trustees and officers of the Registrant and the personnel of the
Registrant's administrator are insured under an errors and omissions liability
insurance policy. The Registrant and its officers are also insured under the
fidelity bond required by Rule 17g-1 under the Investment Company Act of 1940.
Item 28. Business and Other Connections of Investment Adviser.
Citibank, N.A. ("Citibank") is a commercial bank offering a wide range
of banking and investment services to customers across the United States and
around the world. Citibank is a wholly-owned subsidiary of Citicorp, a
registered bank holding company. Citibank also serves as investment adviser to
the following registered investment companies (or series thereof): The Premium
Portfolios (Balanced Portfolio, Large Cap Growth Portfolio, Government Income
Portfolio, International Equity Portfolio, Emerging Asian Markets Equity
Portfolio and Small Cap Growth Portfolio), Tax Free Reserves Portfolio, U.S.
Treasury Reserves Portfolio, Cash Reserves Portfolio, Asset Allocation
Portfolios (Short-Term Portfolio, Intermediate Income Portfolio, Large Cap Value
Portfolio, Small Cap Value Portfolio, International Portfolio and Foreign Bond
Portfolio), Landmark Multi-State Tax Free Funds (Landmark New York Tax Free
Reserves, Landmark Connecticut Tax Free Reserves and Landmark California Tax
Free Reserves), Landmark Fixed Income Funds (Landmark Intermediate Income Fund),
CitiFunds Institutional Trust (CitiFunds Institutional Cash Reserves), Landmark
Tax Free Income Funds (Landmark National Tax Free Income Fund and Landmark New
York Tax Free Income Fund) and Variable Annuity Portfolios (CitiSelect(R) VIP
Folio 200, CitiSelect(R) VIP Folio 300, CitiSelect(R) VIP Folio 400,
CitiSelect(R) VIP Folio 500 and Landmark Small Cap Equity VIP Fund). Citibank
and its affiliates manage assets in excess of $88 billion worldwide. The
principal place of business of Citibank is located at 399 Park Avenue, New York,
New York 10043.
John S. Reed is the Chairman of the Board and a Director of Citibank. The
following are Vice Chairmen of the Board and Directors of Citibank: Paul J.
Collins and William R. Rhodes. Other Directors of Citibank are D. Wayne
Calloway, former Chairman and Chief Executive Officer, PepsiCo, Inc.; John M.
Deutch, Institute Professor, Massachusetts Institute of Technology; Reuben Mark,
Chairman and Chief Executive Officer, Colgate-Palmolive Company; Richard D.
Parsons, President, Time Warner, Inc.; Rozanne L. Ridgway, Former Assistant
Secretary of State for Europe and Canada; Robert B. Shapiro, Chairman, President
and Chief Executive Officer, Monsanto Company; Frank A. Shrontz, Chairman
Emeritus, The Boeing Company; and Franklin A. Thomas, former President, The Ford
Foundation.
Each of the individuals named above is also a Director of Citicorp. In
addition, the following persons have the affiliations indicated:
D. Wayne Calloway Director, Exxon Corporation
Director, General Electric Company
Director, Retired Chairman and Chief Executive
Officer, PepsiCo, Inc.
Paul J. Collins Director, Kimberly-Clark Corporation
John M. Deutch Director, Ariad Pharmaceuticals, Inc.
Director, CMS Energy
Director, Cummins Engine Company, Inc.
Director, Schlumberger, Ltd.
Reuben Mark Director, Chairman and Chief Executive
Officer Colgate-Palmolive Company
Director, New York Stock Exchange
Director, Time Warner, Inc.
Non-Executive Director, Pearson, PLC
Richard D. Parsons Director, Federal National Mortgage Association
Director, Philip Morris Companies Incorporated
Member, Board of Representatives, Time Warner
Entertainment Company, L.P.
Director and President, Time Warner, Inc.
John S. Reed Director, Monsanto Company
Director, Philip Morris Companies Incorporated
William R. Rhodes Director, Private Export Funding Corporation
Rozanne L. Ridgway Director, 3M
Director, Bell Atlantic Corporation
Director, Boeing Company
Director, Emerson Electric Company
Member-International Advisory Board,
New Perspective Fund, Inc.
Director, RJR Nabisco, Inc.
Director, Sara Lee Corporation
Director, Union Carbide Corporation
Robert B. Shapiro Director, Chairman and Chief Executive Officer,
Monsanto Company
Director, Silicon Graphics
Frank A. Shrontz Director, 3M
Director, Baseball of Seattle, Inc.
Director and Chairman Emeritus, Boeing Company
Director, Boise Cascade Corp.
Director, Chevron Corporation
Franklin A. Thomas Director, Aluminum Company of America
Director, Cummins Engine Company, Inc.
Director, Lucent Technologies
Director, PepsiCo, Inc.
Item 29. Principal Underwriters.
(a) CFBDS, the Registrant's Distributor, is also the distributor for
Landmark International Equity Fund, Landmark Emerging Asian Markets Equity Fund,
Landmark U.S. Treasury Reserves, Landmark Cash Reserves, Premium U.S. Treasury
Reserves, Premium Liquid Reserves, Landmark Institutional U.S. Treasury
Reserves, Landmark Institutional Liquid Reserves, Landmark Tax Free Reserves,
Landmark Institutional Tax Free Reserves, CitiFunds Institutional Cash Reserves,
Landmark California Tax Free Reserves, Landmark Connecticut Tax Free Reserves,
Landmark New York Tax Free Reserves, Landmark U.S. Government Income Fund,
Landmark Intermediate Income Fund, Landmark Balanced Fund, Landmark National Tax
Free Income Fund, Landmark New York Tax Free Income Fund, CitiSelect(R) VIP
Folio 200, CitiSelect(R) VIP Folio 300, CitiSelect(R) VIP Folio 400,
CitiSelect(R) VIP Folio 500, Landmark Small Cap Equity VIP Fund, CitiSelect(R)
Folio 200, CitiSelect(R) Folio 300, CitiSelect(R) Folio 400 and CitiSelect(R)
Folio 500. CFBDS is also the placement agent for International Equity Portfolio,
Balanced Portfolio, Large Cap Growth Portfolio, Small Cap Growth Portfolio,
Government Income Portfolio, Emerging Asian Markets Equity Portfolio, Tax Free
Reserves Portfolio, Cash Reserves Portfolio, U.S. Treasury Reserves Portfolio,
Short-Term Portfolio, Intermediate Income Portfolio, Large Cap Value Portfolio,
Small Cap Value Portfolio, International Portfolio, and Foreign Bond Portfolio.
(b) The information required by this Item 29 with respect to each
director and officer of CFBDS is incorporated by reference to Schedule A of Form
BD filed by CFBDS pursuant to the Securities and Exchange Act of 1934 (File No.
8-32417).
(c) Not applicable.
Item 30. Location of Accounts and Records.
The accounts and records of the Registrant are located, in whole or in
part, at the office of the Registrant and the following locations:
<TABLE>
<CAPTION>
NAME ADDRESS
<S> <C>
CFBDS, Inc. 6 St. James Avenue
(distributor) Boston, MA 02116
State Street Bank and Trust Company 1776 Heritage Drive
(custodian and transfer agent) North Quincy, MA 02171
Citibank, N.A. 153 East 53rd Street
(investment manager) New York, NY 10043
SERVICE AGENTS
Citibank, N.A. 450 West 33rd Street
New York, NY 10001
Citibank, N.A. -- Citigold Citicorp Mortgage Inc. - Citigold
15851 Clayton Road
Ballwin, MO 63011
Citibank, N.A. -- The Citibank 153 East 53rd Street
Private Bank New York, NY 10043
Citibank, N.A. -- Citibank Global 153 East 53rd Street
Asset Management New York, NY 10043
Citibank, N.A. -- North American 111 Wall Street
Investor Services New York, NY 10094
Citicorp Investment Services One Court Square
Long Island City, NY 11120
</TABLE>
Item 31. Management Services.
Not applicable.
Item 32. Undertakings.
(a) Not applicable.
(b) Not applicable.
(c) The Registrant hereby undertakes, if requested to do so by the
record holders of not less than 10% of the Registrant's
outstanding shares, to call a meeting of shareholders for the
purpose of voting upon the question of removal of a trustee or
trustees, and to assist in communications with other
shareholders as required by Section 16(c) of the Investment
Company Act of 1940. The Registrant further undertakes to
furnish to each person to whom a prospectus of the Landmark
Equity Fund or the Landmark Small Cap Equity Fund is delivered
with a copy of its latest Annual Report to Shareholders, upon
request without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies tht it meets all
requirements for effectiveness of this Post-Effective Amendment to this
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Boston and
Commonwealth of Massachusetts on the 29th day of December, 1997.
LANDMARK FUNDS II
By: Philip W. Coolidge
------------------
Philip W. Coolidge
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to this Registration Statement has been signed below by
the following persons in the capacities indicated below on December 29, 1997.
Signature Title
Philip W. Coolidge President, Principal Executive Officer and Trustee
------------------------
Philip W. Coolidge
John R. Elder Principal Financial Officer and Principal
------------------------
John R. Elder Accounting Officer
Riley C. Gilley* Trustee
------------------------
Riley C. Gilley
Diana R. Harrington* Trustee
------------------------
Diana R. Harrington
Susan B. Kerley* Trustee
------------------------
Susan B. Kerley
C. Oscar Morong, Jr.* Trustee
------------------------
C. Oscar Morong, Jr.
E. Kirby Warren* Trustee
------------------------
E. Kirby Warren
William S. Woods, Jr.* Trustee
------------------------
William S. Woods, Jr.
*By: Philip W. Coolidge
------------------------
Philip W. Coolidge
Executed by Philip W. Coolidge on behalf of those indicated pursuant to
Powers of Attorney.
<PAGE>
SIGNATURES
The Premium Portfolios, on behalf of Large Cap Growth Portfolio and
Small Cap Growth Portfolio, has duly caused this Post-Effective Amendment to the
Registration Statement on Form N-1A of Landmark Funds II to be signed on its
behalf by the undersigned, thereunto duly authorized, in Hamilton, Bermuda, on
the 29th day of December, 1997.
THE PREMIUM PORTFOLIOS
on behalf of Large Cap Growth Portfolio
and Small Cap Growth Portfolio
By: Susan Jakuboski
----------------------------
Susan Jakuboski,
Assistant Treasurer of
The Premium Portfolios
This Post-Effective Amendment to the Registration Statement on Form
N-1A of Landmark Funds II has been signed by the following persons in the
capacities indicated on December 29, 1997.
Signature Title
Philip W. Coolidge* President, Principal Executive Officer and Trustee
--------------------
Philip W. Coolidge
John R. Elder* Principal Financial Officer and Principal
-------------------- Accounting Officer
John R. Elder
Elliott J. Berv* Trustee
--------------------
Elliott J. Berv
Mark T. Finn* Trustee
--------------------
Mark T. Finn
Walter E. Robb, III* Trustee
--------------------
Walter E. Robb, III
*By: Susan Jakuboski
------------------
Susan Jakuboski
Executed by Susan Jakuboski on behalf of those indicated as attorney in
fact.
<PAGE>
EXHIBIT INDEX
Exhibit No.: Description:
<TABLE>
<CAPTION>
<S> <C>
***** 1(a) Amended and Restated Declaration of Trust of the Registrant
****** 1(b) Forms of Amendments to the Amended and Restated
Declaration of Trust of the Registrant
* 2(a) Amended and Restated By-Laws of Registrant
*** and ****** 2(b) Amendments to the Amended and Restated By-Laws of the Registrant
******* 5 Management Agreements between the Registrant and Citibank, N.A.
******* 6 Amended and Restated Distribution Agreement between the Registrant
and CFBDS, Inc. (formerly known as The Landmark Funds Broker-Dealer
Services, Inc.) ("CFBDS")
****** 8 Custodian Contract between the Registrant, on behalf of CitiFunds Large Cap
Growth Portfolio and CitiFunds Small Cap Growth Portfolio (collectively, the "Funds")
and State Street Bank and Trust Company ("State Street"), as custodian
******* 9(a) Sub-Administrative Services Agreement between Citibank, N.A. and CFBDS
* 9(b) Transfer Agency and Service Agreement between the Registrant and State
Street, as transfer agent
* 9(c)(i) Expense Reimbursement Agreement between the Registrant, on behalf of the
Funds, and CFBDS, as administrator
**** 9(c)(ii) Form of Amended Expense Reimbursement Agreement between the Registrant, on
behalf of CitiFunds Large Cap Growth Portfolio, and CFBDS, as administrator
****** 9(d) Accounting Services Agreement between the Registrant and State Street, as fund
accounting agent
******* 15 Service Plan with respect to the Funds
*** 16 Performance Calculations
****** 25(a) Powers of Attorney for the Registrant
**, ***, 25(b) Powers of Attorney for The Premium Portfolios
**** and
******
- ---------------------
* Incorporated herein by reference to Post-Effective Amendment No. 8 to the Registrant's Registration
Statement on Form N-1A (File No. 2-90519) as filed with the Securities and Exchange Commission on
March 2, 1992.
** Incorporated herein by reference to Post-Effective Amendment No. 10 to the Registrant's Registration
Statement on Form N-1A (File No. 2-90519) as filed with the Securities and Exchange Commission on
December 30, 1993.
*** Incorporated herein by reference to Post-Effective Amendment No. 12 to the Registrant's Registration
Statement on Form N-1A (File No. 2-90519) as filed with the Securities and Exchange Commission on
October 14, 1994.
**** Incorporated herein by reference to Post Effective Amendment No. 15 to the Registrant's Registration
Statement on Form N-1A (File No. 2-90519) as filed with the Securities and Exchange Commission on
February 15, 1996.
***** Incorporated herein by reference to Post Effective Amendment No. 17 to the Registrant's Registration
Statement on Form N-1A (File No. 2-90519) as filed with the Securities and Exchange Commission on
February 28, 1997.
****** Incorporated herein by reference to Post Effective Amendment No. 19 to the Registrant's Registration
Statement on Form N-1A (File No. 2-90519) as filed with the Securities and Exchange Commission on
October 24, 1997.
******* Incorporated herein by reference to Post-Effective Amendment No. 20 to the Registrant's Registration
Statement on Form N-1A (File No. 2-90519) as filed with the Securities and Exchange Commission on
November 3, 1997.
</TABLE>
