LANDMARK MULTI-STATE TAX FREE FUNDS, N-30B-2, 1997-10-27

LANDMARK MULTI-STATE TAX FREE FUNDS
N-30B-2, 1997-10-27

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[lOGO] LANDMARK(SM) FUNDS
Advised by Citibank, N.A.

LANDMARK
NEW YORK TAX FREE
RESERVES

ANNUAL
REPORT
August 31, 1997

<PAGE>

TRUSTEES AND OFFICERS
C. Oscar Morong, Jr., Chairman
Philip W. Coolidge*, President
Elliott J. Berv
Mark T. Finn
Riley C. Gilley
Diana R. Harrington
Susan B. Kerley
Walter E. Robb, III
E. Kirby Warren
William S. Woods, Jr.

SECRETARY
Linda T. Gibson*

TREASURER
John R. Elder*

*Affiliated Person of Administrator and Distributor

- ----------------------------------|_|----------------------------------

INVESTMENT ADVISER
Citibank, N.A.
153 East 53rd Street, New York, NY 10043

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

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

AUDITORS
Deloitte & Touche LLP
125 Summer Street, Boston, MA 02110

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

- ----------------------------------|_|----------------------------------

SHAREHOLDER SERVICING AGENTS
(See Inside Cover)

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

NYTFR/A/97 Printed on Recycled Paper [Recycle symbol]

<PAGE>
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A LETTER TO OUR SHAREHOLDERS

Dear Shareholder:

Despite the heightened volatility of the longer term financial markets over
the past 12 months, tax-exempt money market securities once again provided
competitive returns for shareholders seeking a level of tax-free income
commensurate with a stable net asset value. The period was generally
characterized by an economy that many economists consider ideal: moderate growth
coupled with low inflation. Yet, the road to this environment was a bumpy one,
marked by periods of stronger-than-expected growth that occasionally unsettled
the longer term stock and bond markets. New York residents who sought the safety
of tax-exempt money market funds were largely unaffected by these markets'
volatility.

In this environment, the Landmark Funds' investment adviser, Citibank,
N.A., continued to manage Landmark New York Tax Free Reserves with the goal of
achieving its investment objectives: providing high levels of current income
that are largely exempt from federal, New York State and New York City personal
income taxes, preservation of capital and liquidity. The Fund seeks to offer an
attractive yield by investing primarily in high-quality short-term municipal
obligations issued by New York State, its municipalities and their agencies.

This report reviews the Fund's investment activities and performance during
the 12 months ended August 31, 1997, and provides a summary of Citibank's
perspective on and outlook for the tax-exempt money market securities
marketplace. On behalf of the Board of Trustees of the Landmark Funds, I want to
thank you for your confidence and participation.

/s/ Philip w. Coolidge
Philip W. Coolidge
President
September 15, 1997

TABLE OF CONTENTS
LANDMARK NEW YORK TAX FREE RESERVES
- -------------------------------------------------------------------------------
1 A Letter to Our Shareholders
- -------------------------------------------------------------------------------
2 Market Environment
Fund Snapshot
- -------------------------------------------------------------------------------
Fund Quotes from the Portfolio Manager
3 The Portfolio Manager Responds
Strategy and Outlook
- -------------------------------------------------------------------------------
4 Fund Data
7-Day Yield Comparisons
- -------------------------------------------------------------------------------

5 Portfolio of Investments
- -------------------------------------------------------------------------------
9 Statement of Assets and Liabilities
- -------------------------------------------------------------------------------
10 Statement of Operations
- -------------------------------------------------------------------------------
11 Statement of Changes in Net Assets
- -------------------------------------------------------------------------------
12 Financial Highlights
- -------------------------------------------------------------------------------
13 Notes to Financial Statements
- -------------------------------------------------------------------------------
15 Independent Auditors' Report
- -------------------------------------------------------------------------------

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

<PAGE>

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

In our semi-annual report to shareholders six months ago, we stated, "If
economic growth during the first half of 1997 is as strong as it was in the
fourth quarter of 1996, the resulting increase in inflationary pressures could
prompt the Federal Reserve to raise key short-term interest rates." In fact, the
economy grew at a rate of 4.9% during the first three months of 1997. In
response, the Federal Reserve Board raised the federal funds rate, the interest
rate banks charge each other for overnight loans, by a modest one-quarter of a
percentage point. Yields on AAA-rated, one-year tax-exempt notes issued by New
York State rose accordingly.

The Federal Reserve's move toward a more restrictive monetary policy proved
to be an isolated event during the first half of the year. U.S. economic growth
moderated to a 3.6% rate during the second quarter of the year. As the financial
markets became more complacent about the potential for a reacceleration of
inflation, tax-exempt money market yields drifted lower.

Yields of short-term municipal securities were affected by the strong
economy in another important way: strong tax revenues reduced or eliminated
issuers' budget deficits, so they required less issuance of municipal
securities. New York State and New York City's financial conditions were
particularly helped by record profits earned by financial services firms on Wall
Street. While some municipal bond investors shifted funds to the high-flying
stock market, it was not sufficient to significantly offset demand from other
investors seeking the tax advantages of municipal bonds. This supply-demand
imbalance helped keep yields on New York municipal bonds low relative to their
historical relationships with taxable money market securities, including U.S.
Treasury bills.

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FUND SNAPSHOT

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COMMENCEMENT OF OPERATIONS DIVIDENDS
November 4, 1985 Declared daily, paid monthly

NET ASSETS AS OF 8/31/97 BENCHMARKS
$977.0 million o Lipper New York Tax Exempt Money
Market Funds Average
FUND OBJECTIVE o IBC New York Tax Free Funds Average
To provide its shareholders with high
levels of current income exempt from INVESTMENT ADVISER
federal, New York State and New York Citibank, N.A.
City personal income taxes*,
preservation of capital and liquidity.

* A portion of the income may be subject to the Federal Alternative Minimum Tax
(AMT). Consult your personal tax advisor.
- -------------------------------------------------------------------------------

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

- -------------------------------------------------------------------------------
"Because the supply of new short-term municipal securities continued to decline,
yields on tax-exempt notes outperformed their taxable equivalents."

"We found the best relative values in the "floater" market; that is, short-term
tax-exempt notes with variable interest rates."

"We've had no problems maintaining the Fund's Tier One credit quality in New
York's strong economic environment."
- -------------------------------------------------------------------------------

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

Our primary strategy during the reporting period was to take advantage of
changes in the supply of and demand for short-term municipal securities. Because
New York State and its municipalities typically issue millions of dollars of
securities at a time, yields tend to rise during periods of issuance and fall
when no paper is being issued.

Accordingly, we attempted to match the Fund's average maturity to the
market's issuance calendar. Just prior to times of plentiful issuance, when
tax-exempt yields were highest, we reduced the Fund's average maturity to as low
as 39 days in order to free up cash for the purchase of higher-yielding
municipal securities as they became available. After such purchases, the Fund's
average maturity naturally lengthened to as high as 75 days, which enabled us to
maintain relatively high yields as prevailing rates declined.

Despite the lack of supply of new bonds, we found competitive yields and
high credit quality in a variety of short-term tax-exempt notes, including
non-rated notes issued by smaller school districts. These securities were
carefully evaluated by Citibank's credit analysts, who deemed their credit
quality to be equal to the highest rated securities. In addition, we increased
our exposure to variable-rate tax-exempt notes. We preferred these so-called
"floater" securities because of their attractive yields.

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

We remain cautiously optimistic about market conditions for tax-exempt
securities. We are cautious because of short-term concerns regarding the U.S.
economy's strength, yet we are optimistic about the short-term segment of the
municipal bond market because of the continuing imbalance of supply and demand.
If we see another period of robust economic growth, the Federal Reserve may be
likely to raise short-term interest rates further in an attempt to forestall an
acceleration of inflation. Yields on short-term fixed-income securities would
probably rise under these circumstances, but short-term municipal securities
should outperform comparable taxable securities because of the scarcity of
supply relative to demand.

Over the longer term, however, we are optimistic about the U.S. economy's
resiliency and the long-term tax advantages of municipal bonds. In our view, any
short-term inflationary pressures, such as higher wages in a tight labor market,
should be offset by long-term economic factors, such as continued productivity
gains and global competition. Furthermore, strong regional economic conditions
should continue to support healthy tax revenues. As a result, we see little
potential for significantly higher interest rates over the long term.

Our strategy in this environment is to take advantage of short-term market
swings caused by economic and supply/demand influences. We intend to shorten the
Fund's average maturity in anticipation of periods of greater issuance and
higher interest rates. Conversely, we intend to lengthen the Fund's average
maturity just after periods of issuance and when we expect interest rates to
fall. By capturing higher yielding municipal securities as they become
available, we hope to continue to provide our shareholders with competitive
tax-exempt yields commensurate with safety.

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FUND DATA All Periods Ended August 31, 1997

TOTAL RETURNS
------------------------------
ONE FIVE TEN
YEAR YEARS* YEARS*
----- ----- -----
Landmark New York Tax Free Reserves ........ 2.99% 2.60% 3.47%
Lipper New York Tax Exempt Money
Market Funds Average ................... 2.98% 2.60% 3.51%

*Average Annual Total Return

7-DAY YIELDS
- ------------
Annualized Current 2.87%
Effective 2.91%

The Annualized Current 7-Day Yield reflects the amount of income generated by
the investment during that seven-day period and assumes that the income is
generated each week over a 365 day period. The yield is shown as a percentage of
the investment.

The Effective 7-Day Yield is calculated similarly, but when annualized the
income earned by the investment during that seven-day period is assumed to be
reinvested.

The effective yield is slightly higher than the current yield because of the
compounding effect of this assumed reinvestment.

IMPORTANT TAX INFORMATION
- -------------------------

For the fiscal year ended August 31, 1997, the Fund paid $0.02949 per share to
shareholders from net investment income. For such period, the Fund designated
all dividends paid as exempt-interest dividends. Thus, 100% of these
distributions during this period were exempt from Federal income tax and 91.6%
of dividends earned were also exempt from New York State and City taxes. In
addition, 12.8% of the dividends were derived from income earned from certain
government obligations which may be subject to the Federal Alternative Minimum
Tax (AMT).

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7-DAY YIELD COMPARISONS

COMPARISON OF 7-DAY YIELDS FOR LANDMARK NEW YORK TAX FREE RESERVES
VS. IBC NEW YORK TAX FREE FUNDS AVERAGE

As the graph illustrates, Landmark New York Tax Free Reserves generally provided
a similar annualized seven-day yield to that of a comparable IBC's Money Fund
Report Average(TM), as published in IBC Money Fund Report(TM), for the one year
period.

IBC New
Landmark York Tax
New York Free
Tax Free Funds
Reserves Average
9/3/96 2.84% 2.82%
9/10/96 2.77% 2.71%
9/17/96 2.83% 2.78%
9/24/96 2.92% 2.90%
10/1/96 3.04% 3.05%
10/8/96 2.81% 2.73%
10/15/96 2.87% 2.82%
10/22/96 2.91% 2.89%
10/29/96 2.92% 2.91%
11/5/96 2.90% 2.90%
11/12/96 2.82% 2.80%
11/19/96 2.88% 2.88%
11/26/96 2.88% 2.89%
12/3/96 2.93% 2.97%
12/10/96 2.73% 2.68%
12/17/96 2.85% 2.85%
12/24/96 3.04% 3.05%
12/31/96 3.15% 3.17%
1/7/97 2.82% 2.81%
1/14/97 2.81% 2.74%
1/21/97 2.85% 2.77%
1/28/97 2.85% 2.78%
2/4/97 2.91% 2.86%
2/11/97 2.78% 2.72%
2/18/97 2.78% 2.72%
2/25/97 2.81% 2.75%
3/4/97 2.77% 2.75%
3/11/97 2.62% 2.53%
3/18/97 2.56% 2.47%
3/25/97 2.77% 2.67%
4/1/97 2.91% 2.82%
4/8/97 2.79% 2.74%
4/15/97 2.91% 2.86%
4/22/97 3.12% 3.08%
4/29/97 3.43% 3.46%
5/6/97 3.44% 3.39%
5/13/97 3.31% 3.29%
5/20/97 3.29% 3.28%
5/27/97 3.20% 3.22%
6/3/97 3.15% 3.17%
6/10/97 2.94% 2.98%
6/17/97 3.15% 3.15%
6/24/97 3.26% 3.25%
7/1/97 3.32% 3.37%
7/8/97 3.05% 2.97%
7/15/97 2.93% 2.85%
7/22/97 3.02% 2.97%
7/29/97 3.04% 3.01%
8/5/97 3.03% 2.98%
8/12/97 2.91% 2.84%
8/19/97 2.90% 2.85%
8/26/97 2.84% 2.78%

<PAGE>

Landmark New York Tax Free Reserves
- -------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS August 31, 1997

PRINCIPAL
AMOUNT
ISSUER (000'S OMITTED) VALUE
- -------------------------------------------------------------------------------
TAX-EXEMPT COMMERCIAL PAPER--4.5%

Municipal Assistance Corp., NY,
3.60%, due 10/16/97 ...................... $ 5,000 $ 5,000,000
New York State, 3.50% ,
due 10/20/97 ............................. 4,100 4,100,000
New York State Dormitory Authority
Revenue, 3.75%, due 9/11/97 .............. 5,000 5,000,000
New York State Dormitory Authority
Revenue, 3.60%, due 10/09/97 ............. 10,000 10,000,000
New York State Dormitory Authority
Revenue, 3.60%, due 10/16/97 ............. 2,250 2,250,000
New York State Dormitory Authority
Revenue, 3.60%, due 10/22/97 ............. 5,000 5,000,000
New York State Dormitory Authority
Revenue, 3.70%, due 12/19/97 ............. 5,095 5,095,000
Port Authority of New York and
New Jersey, AMT, 5.00% ,
due 9/15/97 .............................. 3,105 3,106,534
Puerto Rico Commonwealth
Government Development Bank,
3.60%, due 11/05/97 ...................... 4,200 4,200,000
------------
43,751,534
------------
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REVENUE, TAX, BOND AND TAX
REVENUE ANTICIPATION NOTES--19.2%

Albany, NY, City School
District, TANs, 4.00%, due 10/24/97 ...... 13,500 13,506,257
Arlington, NY, Central School
District, TANs, 4.00%, due 11/05/97 ...... 5,000 5,002,594
Ballston Spa, NY, Central School
District, 8.00%, due 6/01/98 ............. 1,600 1,647,592
Binghamton, NY, City School District,
TANs, 4.00%, due 10/01/97 ................ 2,200 2,200,531
Brookhaven, NY, South Country
Central School District, TANs,
4.40%, due 6/25/98 ....................... 2,000 2,007,193
Carmel, NY, Central School District,
TANs, 4.00%, due 10/28/97 ................ 5,000 5,001,900
Clinton County, NY, BANs,
4.00%, due 12/12/97 ...................... 7,535 7,544,139
East Islip, NY, Union Free School
District, TANs, 4.25%, due 6/26/98 ....... 7,000 7,018,142
Elmira County, NY, School District,
BANs, 4.25%, due 12/17/97 ................ 7,540 7,545,305
Elmira County, NY, School District,
RANs, 4.25%, due 9/30/97 ................. 6,000 6,001,152
Harrison, NY, BANs, 4.00%, due 12/18/97 .... 1,500 1,501,882
Hicksville, NY, Union Free School
District, TANs, 4.25%, due 6/30/98 ....... 11,500 11,541,200
Merrick, NY, Union Free School
District, BANs, 4.00%, due 2/12/98 ....... 1,900 1,902,477
Monroe County, NY, BANs, 4.00%, due 12/12/97 7,000 7,009,253
Onondaga County, NY, BANs, 4.13%, due 6/19/98 3,990 3,999,957
Oyster Bay, NY, BANs, 4.00%, due 1/30/98 ... 11,650 11,665,716
Pearl River, NY, Union Free School
District, 4.25%, due 6/23/98 ............. 3,350 3,359,883
Pelham, NY, Union Free School
District, 4.00%, due 11/03/97 ............ 3,000 3,001,767
Rensselaer County, NY, BANs,
4.25%, due 3/24/98 ....................... 6,000 6,016,130
Riverhead, NY, Central School District,
BANs, 3.88%, due 12/05/97 ................ 7,105 7,109,895
Rochester, NY, BANs, 4.00%, due 3/10/98 .... 5,000 5,008,273
Rush-Henrietta, NY, Central School
District, BANs, 4.13%, due 6/30/98 ....... 7,000 7,015,290
Sachem, NY, Central School District,
TANs, 4.25%, due 6/25/98 ................. 15,000 15,041,113
Sauquoit Valley, NY, Central School
District, RANs, 4.25%, due 10/30/97 ...... 4,845 4,849,194
Sayville, NY, Union Free School
District, TANs, 4.25%, due 6/29/98 ....... 3,000 3,008,329
Sayville, NY, Union Free School
District, TANs, 4.50%, due 6/29/98 ....... 3,000 3,015,491
South Huntington, NY, Union Free
School District, TANs, 4.25%, due 6/30/98 4,500 4,514,332
Suffolk County, NY, TRANs,
4.50%, due 9/11/97 ....................... 1,000 1,000,165
Texas State, TRANs, 4.75%, due 8/31/98 ..... 7,000 7,061,670
Tompkins County, NY, BANs, AMT,
4.25%, due 4/10/98 ....................... 8,700 8,718,551
Wayland Cohocton, NY, Central
School District, BANs,
4.00%, due 1/14/98 ....................... 8,500 8,510,595
Westchester County, NY, TANs,
3.49%, due 12/11/97 ...................... 5,000 5,000,258
------------
187,326,226
------------
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ANNUAL, SEMI-ANNUAL AND QUARTERLY TENDER REVENUE
BONDS AND NOTES (PUTS)--11.2%

California School Cash Reserve
Notes, 4.75%, due 7/02/98 ................ 7,000 7,050,489
Kentucky State, Turnpike Authority,
3.35%, due 7/01/98 ....................... 5,000 5,000,000
Municipal Assistance Corp., NY,
3.70%, due 12/09/97 ...................... 5,000 5,000,000
New York City, NY,
8.75%, due 11/01/97 ...................... 1,190 1,217,609
New York City, NY, Cultural Affairs
(Carnegie Hall),
3.55%, due 10/01/97 ...................... 1,200 1,200,000
New York State Dormitory Authority
Revenue, 3.75%, due 10/09/97 ............. 8,380 8,380,000
New York State Dormitory Authority
Revenue, 6.40%, due 11/01/97 ............. 1,000 1,004,723
New York State Dormitory Authority
Revenue, 4.50%, due 2/01/98 .............. 1,945 1,951,870
New York State Energy, Research &
Development, 3.85%, due 10/15/97 ......... 1,000 1,000,000
New York State Energy, Research &
Development, 3.60%, due 11/15/97 ......... 8,000 8,000,000
New York State Energy, Research &
Development, 3.65%, due 3/15/98 .......... 10,000 10,000,000
New York State Power Authority
Revenue, 3.50%, due 9/01/97 .............. 47,000 47,000,000
New York State Power Authority
Revenue, 4.00%, due 1/01/98 .............. 1,475 1,476,446
New York State Power Authority
Revenue, 7.88%, due 1/01/98 .............. 1,095 1,131,789
New York State Power Authority
Revenue, 8.00%, due 1/01/98 .............. 1,850 1,912,645
New York State Thruway Authority,
5.00%, due 4/01/98 ....................... 2,000 2,012,679
Triborough Bridge and Tunnel
Authority, 7.38%, due 1/01/98 ............ 1,000 1,031,975
Triborough Bridge and Tunnel
Authority, 7.88%, due 1/01/98 ............ 5,360 5,513,599
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109,883,824
------------
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VARIABLE RATE DEMAND NOTES*--65.3%

Alameda County, CA, Industrial
Development Authority,
due 5/01/27 .............................. 2,600 2,600,000
Alaska State Housing Finance Corp.,
due 6/01/26 .............................. 3,500 3,500,000
Babylon, NY, Industrial
Development Agency, AMT,
due 7/01/14 .............................. 800 800,000
Babylon, NY, Industrial Development
Agency, AMT, due 12/01/24 ................ 700 700,000
Chicago, IL, O'Hare International
Airport Revenue, AMT,
due 7/01/10 .............................. 6,500 6,500,000
Chicago, IL, Tax Increment,
due 12/01/14 ............................. 3,000 3,000,000
Clipper Tax Exempt Trust, AMT,
due 3/01/15 .............................. 5,000 5,000,000
Connecticut State Housing Finance
Authority, AMT, due 11/15/27 ............. 4,000 4,000,000
Erie County, NY, Water Authority,
due 12/01/16 ............................. 1,900 1,900,000
Escambia County, FL, Industrial
Development Revenue,
due 3/01/22 .............................. 3,700 3,700,000
Illinois Educational Facility Authority,
due 12/01/25 ............................. 2,000 2,000,000
Illinois Health Facility Development,
due 11/01/20 ............................. 500 500,000
Iowa Student Loan Liquidity Corp.,
AMT, due 12/01/23 ........................ 1,000 1,000,000
Jasper County, MO, Industrial
Development Authority,
due 8/01/16 .............................. 2,300 2,300,000
Jefferson County, NY, Industrial
Development, AMT, due 7/01/05 ............ 2,000 2,000,000
Joplin, MO, Industrial Development
Authority, due 10/01/01 .................. 1,865 1,865,000
Kentucky Economic Development
Finance Authority, due 11/01/20 .......... 3,000 3,000,000
Laurens County, GA, Industrial
Development Authority, AMT,
due 5/01/17 .............................. 1,000 1,000,000
Metropolitan Transit Authority, NY,
due 7/01/21 .............................. 9,700 9,700,000
Metropolitan Transit Authority, NY,
due 7/01/24 .............................. 10,890 10,890,000
Missouri Higher Education Student
Loan, AMT, due 6/01/17 ................... 2,000 2,000,000
Missouri State Health and Education
Facility Authority, due 11/01/19 ......... 500 500,000
Monroe County, NY, Industrial
Development Agency, AMT,
due 2/01/17 .............................. 2,500 2,500,000
Montgomery County, OH, Revenue,
due 5/15/25 .............................. 2,400 2,400,000
Moorhead, MN, Solid Waste Disposal,
AMT, due 4/01/12 ......................... 2,500 2,500,000
Municipal Assistance Corp., NY,
due 7/01/08 .............................. 3,000 3,000,000
Municipal Electric Authority,
GA, due 1/01/16 .......................... 600 600,000
Nassau County, NY, Industrial
Development Agency,
due 12/01/99 ............................. 3,000 3,000,000
New Hanover County, NC,
due 3/01/13 .............................. 2,250 2,250,000
New Rochelle, NY, Industrial
Development Agency,
due 12/01/05 ............................. 5,500 5,500,000
New York City, NY, due 8/01/98 ............. 1,400 1,400,000
New York City, NY, due 2/15/12 ............. 25,100 25,100,000
New York City, NY, due 2/15/13 ............. 1,300 1,300,000
New York City, NY, due 8/01/18 ............. 1,300 1,300,000
New York City, NY, due 8/01/19 ............. 600 600,000
New York City, NY, due 8/01/20 ............. 4,450 4,450,000
New York City, NY, due 8/15/20 ............. 200 200,000
New York City, NY, due 8/01/21 ............. 1,700 1,700,000
New York City, NY, due 8/15/24 ............. 7,400 7,400,000
New York City, NY, due 2/15/26 ............. 5,000 5,000,000
New York City, NY, due 6/01/27 ............. 10,000 10,000,000
New York City Health & Hospital
Corp., due 2/15/26 ....................... 45,100 45,100,000
New York City Housing Development,
due 11/01/10 ............................. 1,300 1,300,000
New York City Housing Development,
due 8/01/15 .............................. 6,200 6,200,000
New York City Housing Development,
AMT, due 12/15/24 ........................ 4,700 4,700,000
New York City Housing Development,
AMT, due 3/15/25 ......................... 13,000 13,000,000
New York City Housing Development,
AMT, due 12/01/29 ........................ 7,000 7,000,000
New York City Industrial Development
Agency, due 12/01/01 ..................... 1,000 1,000,000
New York City Industrial Development
Agency, due 7/02/12 ...................... 2,000 2,000,000
New York City Industrial Development
Agency, due 6/30/14 ...................... 1,900 1,900,000
New York City Industrial Development
Agency, AMT, due 6/01/22 ................. 1,200 1,200,000
New York City Industrial Development
Agency, due 6/30/23 ...................... 2,200 2,200,000
New York City, NY, Cultural Affairs
(Carnegie Hall), due 12/01/10 ............ 2,000 2,000,000
New York City, NY, Cultural Affairs
(Carnegie Hall), due 12/01/15 ............ 4,325 4,325,000
New York City, NY, Municipal Water
Finance, due 6/15/22 ..................... 500 500,000
New York City, NY, Municipal Water
Finance, due 6/15/23 ..................... 200 200,000
New York City, NY, Municipal Water
Finance, due 6/15/24 ..................... 9,700 9,700,000
New York State Dormitory Authority
Revenue, due 7/01/23 ..................... 3,000 3,000,000
New York State Dormitory Authority
Revenue, due 7/01/25 ..................... 700 700,000
New York State Energy, Research &
Development, due 10/01/14 ................ 1,700 1,700,000
New York State Energy, Research &
Development, due 8/01/15 ................. 5,700 5,700,000
New York State Energy, Research &
Development, due 11/01/20 ................ 15,000 15,000,000
New York State Energy, Research &
Development, due 12/01/20 ................ 5,200 5,200,000
New York State Energy, Research &
Development, due 6/01/27 ................. 2,000 2,000,000
New York State Housing Finance
Agency, AMT, due 11/01/24 ................ 17,700 17,700,000
New York State Housing Finance
Agency, AMT, due 11/01/28 ................ 4,000 4,000,000
New York State Housing Finance
Agency, AMT, due 5/01/30 ................. 38,000 38,000,000
New York State Job Development
Authority, due 3/01/99 ................... 1,805 1,805,000
New York State Job Development
Authority, due 3/01/00 ................... 7,850 7,850,000
New York State Job Development
Authority, AMT, due 3/01/03 .............. 45 45,000
New York State Job Development
Authority, AMT, due 3/01/07 .............. 2,455 2,455,000
New York State Local Government
Assistance Corp., due 4/01/22 ............ 20,900 20,900,000
New York State Local Government
Assistance Corp., due 4/01/25 ............ 34,830 34,830,000
New York State Medical Care Facilities
Agency, due 11/01/03 ..................... 7,600 7,600,000
New York State Medical Care Facilities
Agency, due 11/01/08 ..................... 3,600 3,600,000
New York State Medical Care Facilities
Agency, due 8/15/14 ...................... 2,110 2,110,000
New York State Medical Care Facilities
Agency, due 8/15/22 ...................... 6,595 6,595,000
New York State Medical Care Facilities
Agency, due 2/05/29 ...................... 5,625 5,625,000
New York State Thruway Authority,
due 1/01/25 .............................. 12,665 12,665,000
New York State Thruway Authority,
due 1/01/27 .............................. 7,000 7,000,000
New York State Thruway Authority,
due 7/01/27 .............................. 5,000 5,000,000
North Little Rock, AR, Health Care,
due 12/01/21 ............................. 3,300 3,300,000
North Texas Higher Educational
Authority, due 4/01/36 ................... 4,300 4,300,000
Orange County, FL, Health Facilities
Authority, due 11/15/26 .................. 3,000 3,000,000
Pennsylvania State Higher Education
Loan, due 1/01/18 ........................ 4,000 4,000,000
Pitkin County, CO, Industrial
Development Revenue, AMT, due 4/01/14 .... 800 800,000
Port Authority of New York and
New Jersey, due 1/01/01 .................. 65,000 65,000,000
Puerto Rico Public Buildings
Authority Revenue, due 7/01/25 ........... 9,330 9,330,000
Puerto Rico Electrical Power
Authority, due 7/01/22 ................... 15,000 15,000,000
Rockport, IN, Pollution Control
Revenue, due 7/01/25 ..................... 400 400,000
Saint Charles Parish, LA, Pollution
Control Authority, AMT, due 9/01/23 ...... 200 200,000
Schenectady County, NY, Industrial
Development, due 6/01/09 ................. 1,830 1,830,000
Seneca, NY, Industrial Development
Authority, due 10/01/21 .................. 3,700 3,700,000
Sevier County, TN, Public Building
Authority, due 6/01/12 ................... 2,700 2,700,000
Sevier County, TN, Public Building
Authority, due 6/01/17 ................... 2,115 2,115,000
South Carolina Educational Facility
Authority, due 10/01/26 .................. 4,600 4,600,000
South Carolina Jobs Economic
Development, due 12/01/12 ................ 300 300,000
Southwestern, IL, Environmental
Development Authority,
due 11/01/25 ............................. 300 300,000
State of Kentucky, Trust Receipts, AMT,
due 5/01/29 .............................. 4,500 4,500,000
State of Kentucky, Trust Receipts, AMT,
due 5/01/30 .............................. 1,440 1,440,000
Suffolk County, NY, Water Authority,
due 2/06/01 .............................. 5,000 5,000,000
Trail County, ND, Solid Waste, AMT,
due 12/01/11 ............................. 2,000 2,000,000
Triborough Bridge and Tunnel
Authority, NY, due 1/01/04 ............... 5,049 5,049,000
Triborough Bridge and Tunnel
Authority, NY, due 6/07/09 ............... 6,930 6,930,000
Triborough Bridge and Tunnel
Authority, NY, due 1/01/24 ............... 14,700 14,700,000
Utah State Board of Regents Student
Loan, AMT, due 11/01/31 .................. 3,500 3,500,000
Warren and Washington County,
NY, Industrial Development
Revenue, due 11/01/98 .................... 7,800 7,800,000
Westchester County, NY, Industrial
Development Revenue, due 7/01/98 ......... 4,300 4,300,000
------------
638,154,000
------------
TOTAL INVESTMENTS
AT AMORTIZED COST ........................ 100.2% 979,115,584
OTHER ASSETS, LESS LIABILITIES ............. (0.2) (2,156,219)
----------- ------------
NET ASSETS ................................. 100.0% $976,959,365
=========== ============

AMT-Subject to Alternative Minimum Tax
* Variable rate demand notes have a demand feature under which the fund could
tender them back to the issuer on no more than 7 days notice.
See notes to financial statements

<PAGE>

Landmark New York Tax Free Reserves
- -------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES August 31, 1997

<TABLE>
<S> <C> <C>
ASSETS:
Investments, at amortized cost (Note 1A) ......................................... $979,115,584
Cash ............................................................................. 67,857
Interest receivable .............................................................. 6,593,255
Receivable for shares of beneficial interest sold ................................ 65,400
------------
Total assets .................................................................... 985,842,096
------------

LIABILITIES:
Payable for investments purchased ................................................ 7,061,670
Dividends payable ................................................................ 1,220,759
Payable for shares of beneficial interest repurchased ............................ 6,000
Payable to affiliates:
Investment advisory fees (Note 3) ............................................... $ 69,895
Shareholder servicing agents' fees (Note 4B) .................................... 204,138 274,033
--------
Accrued expenses and other liabilities ........................................... 320,269
------------
Total liabilities ............................................................... 8,882,731
------------

NET ASSETS for 977,055,067 shares of beneficial interest outstanding ............. $976,959,365
============

NET ASSETS CONSIST OF:
Paid-in capital .................................................................. $977,055,067
Accumulated net realized loss on investments ..................................... (95,702)
------------
Total ........................................................................... $976,959,365
============

NET ASSET VALUE, OFFERING PRICE, AND REDEMPTION PRICE PER SHARE .................. $1.00
=====
</TABLE>

See notes to financial statements

<PAGE>

Landmark New York Tax Free Reserves
- -------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the Year Ended August 31, 1997

<TABLE>
<S> <C> <C>
INTEREST INCOME (NOTE 1B): ................................................................. $34,624,872

EXPENSES:
Administrative fees (Note 4A) ............................................. $2,405,573
Shareholder Servicing Agents' fees (Note 4B) .............................. 2,405,573
Investment Advisory fees (Note 3) ......................................... 1,924,458
Distribution fees (Note 5) ................................................ 962,229
Custodian fees ............................................................ 324,071
Trustee fees .............................................................. 62,153
Auditing fees ............................................................. 33,100
Shareholder reports ....................................................... 30,497
Legal fees ................................................................ 16,320
Registration fees ......................................................... 12,229
Transfer agent fees ....................................................... 12,000
Miscellaneous ............................................................. 40,614
----------
Total expenses ........................................................... 8,228,817
Less aggregate amounts waived by Investment Adviser, Administrator,
and Distributor (Notes 3, 4A, and 5) ..................................... (1,965,931)
Less fees paid indirectly (Note 1E) ....................................... (8,746)
----------

Net expenses ............................................................. 6,254,140
-----------
Net investment income .................................................... 28,370,732
NET REALIZED LOSS ON INVESTMENTS .......................................... (72,184)
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ...................... $28,298,548
===========
</TABLE>

See notes to financial statements
<PAGE>

Landmark New York Tax Free Reserves
- -------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31,
-----------------------------------
1997 1996
------------- -------------
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS:
<S> <C> <C>
Net investment income ................................................. $ 28,370,732 $ 25,500,541
Net realized loss on investments ...................................... (72,184) (18,487)
------------- -------------
Net increase in net assets resulting from operations ................. 28,298,548 25,482,054
------------- -------------

DIVIDENDS TO SHAREHOLDERS FROM:
Net investment income ................................................. (28,370,732) (25,500,541)
------------- -------------

TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST AT NET ASSET VALUE
OF $1.00 PER SHARE (Note 6):
Net proceeds from sale of shares ...................................... 945,401,701 982,347,236
Net asset value of shares issued to shareholders
from reinvestment of dividends ....................................... 13,827,379 13,151,748
Cost of shares repurchased ............................................ (923,889,022) (820,918,087)
------------- -------------
Net increase in net assets from transactions in shares of
beneficial interest .................................................. 35,340,058 174,580,897
------------- -------------
NET INCREASE IN NET ASSETS ............................................ 35,267,874 174,562,410

NET ASSETS:
Beginning of period ................................................... 941,691,491 767,129,081
------------- -------------
End of period ......................................................... $ 976,959,365 $ 941,691,491
============= =============
</TABLE>

See notes to financial statements
<PAGE>

Landmark New York Tax Free Reserves
- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31
-----------------------------------------------------------------------
1997 1996 1995 1994 1993
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value, beginning of period $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
Net investment income .............. 0.02949 0.02936 0.03136 0.01954 0.01858
Dividends from net investment income (0.02949) (0.02936) (0.03136) (0.01954) (0.01858)
-------- -------- -------- -------- --------
Net Asset Value, end of period ..... $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
======== ======== ======== ======== ========

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted) $976,959 $941,691 $767,129 $684,687 $607,992
Ratio of expenses to average net assets 0.65% 0.65% 0.65% 0.65% 0.65%
Ratio of net investment income to average
net assets ........................ 2.95% 2.92% 3.15% 1.96% 1.86%
Total return ....................... 2.99% 2.98% 3.18% 1.97% 1.87%

Note: If agents of the Fund had not voluntarily agreed to waive all or a portion of their fees for the periods indicated
and the expenses were not reduced for fees paid indirectly for the years after August 31, 1995, the net investment income
per share and ratios would have been as follows:

NET INVESTMENT INCOME PER SHARE .... $0.02739 $0.02725 $0.02917 $0.01715 $0.01628

RATIOS:
Expenses to average net assets ..... 0.86% 0.86% 0.87% 0.88% 0.88%
Net investment income to
average net assets ................ 2.74% 2.71% 2.93% 1.72% 1.63%
</TABLE>

See notes to financial statements
<PAGE>

Landmark New York Tax Free Reserves
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS

(1) SIGNIFICANT ACCOUNTING POLICIES
Landmark New York Tax Free Reserves (the "Fund") is a separate non-diversified
series of Landmark Multi-State Tax Free Funds (the "Trust") which is organized
as a Massachusetts business trust and is registered under the Investment Company
Act of 1940, as amended, as an open-end, management investment company. The
Investment Adviser of the Fund is Citibank, N.A. ("Citibank"). The Landmark
Funds Broker-Dealer Services, Inc. ("LFBDS") acts as the Trust's Administrator
and Distributor. Citibank also serves as Sub-Administrator and makes Fund shares
available to customers through various Shareholder Servicing Agents.

The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts and disclosures in the financial statements. Actual
results could differ from those estimates.

The significant accounting policies consistently followed by the Fund are as
follows:

A. VALUATION OF INVESTMENTS -- Money market instruments are valued at amortized
cost, which the Trustees have determined in good faith constitutes fair value.
The Fund's use of amortized cost is subject to the Fund's compliance with
certain conditions as specified under Rule 2a-7 of the Investment Company Act of
1940.

B. INTEREST INCOME -- Interest income consists of interest accrued and accretion
of market discount less the amortization of any premium on the investments of
the Fund.

C. FEDERAL TAXES -- The Fund's policy is to comply with the provisions of the
Internal Revenue Code available to regulated investment companies and to
distribute to shareholders all of its net investment income. Accordingly, no
provision for federal income or excise tax is necessary. At August 31, 1997, the
Fund, for federal income tax purposes, had a capital loss carryover of $23,518
of which $5,031 will expire on August 31, 1999, $18,487 will expire on August
31, 2005. Such capital loss carryover will reduce the Fund's taxable income
arising from future net realized gain on investment transactions, if any, to the
extent permitted by the Internal Revenue Code, and thus will reduce the amount
of distributions to shareholders which would otherwise be necessary to relieve
the Fund of any liability for federal income tax. Dividends paid by the Fund
from net interest received on tax-exempt money market instruments are not
includable by shareholders as gross income for federal income tax purposes
because the Fund intends to meet certain requirements of the Internal Revenue
Code applicable to regulated investment companies which will enable the Fund to
pay exempt-interest dividends. The portion of such interest, if any, earned on
private activity bonds issued after August 7, 1986 may be considered a tax
preference item to shareholders.

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

E. FEES PAID INDIRECTLY -- The Fund's custodian bank calculates its fees based
on the Fund's average daily net assets. The fee is reduced according to a fee
arrangement, which provides for custody fees to be reduced based on a formula
developed to measure the value of cash deposited with the custodian by the Fund.
This amount is shown as a reduction of expenses on the Statement of Operations.

F. OTHER -- Purchases, maturities and sales of money market instruments are
accounted for on the date of the transaction.

(2) DIVIDENDS
The net income of the Fund is determined once daily, as of 12:00 noon, Eastern
time, and all of the net income of the Fund so determined is declared as a
dividend to shareholders of record at the time of such determination. Dividends
are distributed in the form of additional shares of the Fund or, at the election
of the shareholder, in cash (subject to the policies of the shareholder's
Shareholder Servicing Agent), on or prior to the last business day of the month.

(3) INVESTMENT ADVISORY FEES
The Investment advisory fee paid to Citibank, as compensation for overall
investment management services, amounted to $1,924,458 of which $780,422 was
voluntarily waived for the year ended August 31, 1997. The investment advisory
fee is computed at the annual rate of 0.20% of the Fund's average daily net
assets.

(4) ADMINISTRATIVE SERVICES PLAN
The Trust has adopted an Administrative Services Plan (the "Administrative
Services Plan") which provides that the Trust on behalf of each Fund may obtain
the services of an Administrator, one or more Shareholder Servicing Agents and
other Servicing Agents and may enter into agreements providing for the payment
of fees for such services. Under the Administrative Services Plan, the aggregate
of the fee paid to the Administrator from the Fund, the fees paid to the
Shareholder Servicing Agents from the Fund under such Plan and the Basic
Distribution Fee paid from the Fund to the Distributor under the Distribution
Plan may not exceed 0.60% of the Fund's average daily net assets on an
annualized basis for the Fund's then-current fiscal year.

A. ADMINISTRATIVE FEES -- Under the terms of an Administrative Services
Agreement, the administrative fee paid to the Administrator, as compensation for
overall administrative services and general office facilities, is computed at
the annual rate of 0.25% of the Fund's average daily net assets. The
Administrative fees amounted to $2,405,573 of which $694,026 was voluntarily
waived for the year ended August 31, 1997. Citibank acts as Sub-Administrator
and performs such duties and receives such compensation from LFBDS as from time
to time is agreed to by LFBDS and Citibank. The Fund pays no compensation
directly to any Trustee or any officer who is affiliated with the Administrator,
all of whom receive remuneration for their services to the Fund from the
Administrator or its affiliates. Certain of the officers and a Trustee of the
Fund are officers or a director of the Administrator or its affiliates.

B. SHAREHOLDER SERVICING AGENTS FEES -- The Trust on behalf of the Fund has
entered into shareholder servicing agreements with each Shareholder Servicing
Agent pursuant to which that Shareholder Servicing Agent acts as an agent for
its customers and provides other related services. For their services, each
Shareholder Servicing Agent receives fees from the Fund, which may be paid
periodically, but may not exceed, on an annualized basis, an amount equal to
0.25% of the average daily net assets of the Fund represented by shares owned
during the period by investors for whom such Shareholder Servicing Agent
maintains a servicing relationship. Shareholder Servicing Agents fees amounted
to $2,405,573, for the year ended August 31, 1997.

(5) DISTRIBUTION FEES
The Trust has adopted a Plan of Distribution pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended, in which the Fund compensates the
Distributor at an annual rate not to exceed 0.10% of the Fund's average daily
net assets. The Distribution fees amounted to $962,229 of which $491,483 was
voluntarily waived for the year ended August 31, 1997. The Distributor may also
receive an additional fee from the Fund at an annual rate not to exceed 0.10% of
the Fund's average daily net assets in anticipation of, or as reimbursement for,
advertising expenses incurred by the Distributor in connection with the sale of
shares of the Fund. No payments of such additional fees have been made during
the period.

(6) SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional Shares of Beneficial Interest (without par value). (7)
INVESTMENT TRANSACTIONS Purchases, and maturities and sales, of money market
instruments aggregated $1,976,843,115 and $1,995,879,071, respectively, for the
year ended August 31, 1997.

(8) FEDERAL INCOME TAX BASIS OF INVESTMENT SECURITIES
The cost of investment securities owned at August 31, 1997, for federal income
tax purposes, amounted to $979,115,584.

<PAGE>

- -------------------------------------------------------------------------------
INDEPENDENT
AUDITORS' REPORT

TO THE TRUSTEES AND SHAREHOLDERS OF LANDMARK NEW YORK TAX FREE RESERVES:

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Landmark New York Tax Free Reserves, a separate
series of Landmark Multi-State Tax Free Funds (the "Trust") (a Massachusetts
business trust), as of August 31, 1997, the related statement of operations for
the year then ended, the statement of changes in net assets for the years ended
August 31, 1997 and 1996, and the financial highlights for each of the years in
the five-year period ended August 31, 1997. These financial statements and
financial highlights are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
August 31, 1997, by correspondence with the custodian and brokers; where replies
were not received from brokers, we performed other auditing procedures. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Landmark New York
Tax Free Reserves at August 31, 1997, the results of its operations, the changes
in its net assets, and its financial highlights for the respective stated
periods in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
October 6, 1997

<PAGE>

SHAREHOLDER
SERVICING AGENTS
- -------------------------------------------------------------------------------
FOR RETAIL BANKING AND BUSINESS
AND PROFESSIONAL CUSTOMERS:
Citibank, N.A.
111 Wall Street, New York, NY 10043
(212) 820-2383 or (800) 846-5300

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

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

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

FOR CITIBANK NORTH AMERICAN INVESTOR SERVICES CLIENTS:
Citibank, N.A.
Master Trust Accounts
111 Wall Street, New York, NY 10043
Call Your Account Manager or (212) 657-9659

FOR CITICORP INVESTMENT SERVICES CUSTOMERS:
Citicorp Investment Services
One Court Square, Long Island City, NY 11120
Call Your Investment Consultant or (800) 846-5200
(212) 820-2380 in New York City

<PAGE>

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

LANDMARK
CALIFORNIA
TAX FREE
RESERVES

ANNUAL
REPORT
August 31, 1997

<PAGE>

SECRETARY
Linda T. Gibson*

TREASURER
John R. Elder*

*Affiliated Person of Administrator and Distributor

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

INVESTMENT ADVISER
Citibank, N.A.
153 East 53rd Street, New York, NY 10043

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

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

AUDITORS
Deloitte & Touche LLP
125 Summer Street, Boston, MA 02110

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

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

SHAREHOLDER SERVICING AGENTS
(See Inside Cover)

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

CATFR/A/97 Printed on Recycled Paper [recycle logo]

<PAGE>
- --------------------------------------------------------------------------------
A LETTER TO OUR SHAREHOLDERS

Dear Shareholder:

Despite the heightened volatility of the longer term financial markets over
the past 12 months, tax-exempt money market securities once again provided
competitive returns for shareholders seeking a level of tax-free income
commensurate with a stable net asset value. The period was generally
characterized by an economy that many economists consider ideal: moderate growth
coupled with low inflation. Yet, the road to this environment was a bumpy one,
marked by periods of stronger-than-expected growth that occasionally unsettled
the longer term stock and bond markets. California residents who sought the
safety of tax-exempt money market funds were largely unaffected by these
markets' volatility.

In this environment, the Landmark Funds' investment adviser, Citibank,
N.A., continued to manage Landmark California Tax Free Reserves with the goal of
achieving its investment objectives: providing high levels of current income
that are largely exempt from federal and California personal income taxes,
preservation of capital and liquidity. The Fund seeks to offer an attractive
yield by investing primarily in high-quality short-term municipal obligations
issued by California, its municipalities and their agencies.

/s/ Philip W. Coolidge

Philip W. Coolidge
President
September 15, 1997

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
LANDMARK CALIFORNIA
TAX FREE RESERVES
1 A Letter to Our Shareholders
- --------------------------------------------------------------------------------
2 Market Environment
Fund Snapshot
- --------------------------------------------------------------------------------
Fund Quotes from the Portfolio Manager
3 The Portfolio Manager Responds
Strategy and Outlook
- --------------------------------------------------------------------------------
4 Fund Data
7-Day Yield Comparisons
- --------------------------------------------------------------------------------
5 Portfolio of Investments
- --------------------------------------------------------------------------------
8 Statement of Assets and Liabilities
- --------------------------------------------------------------------------------
9 Statement of Operations
- --------------------------------------------------------------------------------
10 Statement of Changes in Net Assets
- --------------------------------------------------------------------------------
11 Financial Highlights
- --------------------------------------------------------------------------------
12 Notes to Financial Statements
- --------------------------------------------------------------------------------
14 Independent Auditors' Report

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

Yields of short-term municipal securities were affected by the strong
economy in another important way: strong tax revenues reduced or eliminated
issuers' budget deficits, so they required less issuance of municipal
securities. California state and local financial conditions were particularly
helped by the creation of new jobs in the technology, entertainment and
telecommunications industries. While some municipal bond investors shifted funds
to the high-flying stock market, it was not sufficient to significantly offset
demand from other investors seeking the tax advantages of municipal bonds. This
supply-demand imbalance helped keep yields on California municipal bonds low
relative to their historical relationships with taxable money market securities,
including U.S. Treasury bills.

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

COMMENCEMENT OF OPERATIONS DIVIDENDS
March 10, 1992 Declared daily, paid monthly

NET ASSETS AS OF 8/31/97 CAPITAL GAINS
$207.3 million Distributed annually, if any

FUND OBJECTIVE BENCHMARKS
To provide its shareholders with o Lipper California Tax Exempt
high levels of current income Money Market Funds Average
exempt from both Federal and o IBC California Tax Free Money
California personal income Funds Average
taxes,* preservation of capital
and liquidity. INVESTMENT ADVISER
Citibank, N.A.

*A portion of the income may be subject to the Federal Alternative
Minimum Tax (AMT). Consult your personal tax advisor.

<PAGE>
- --------------------------------------------------------------------------------
FUND QUOTES FROM THE PORTFOLIO MANAGER

"Because the supply of new short-term municipal securities continued to decline,
yields on tax-exempt notes outperformed their taxable equivalents."

"We found the best relative values in the "floater" market; that is, short-term
tax-exempt notes with variable interest rates."

"We've had no problems maintaining the Fund's Tier One credit quality in
California's strong economic environment."

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

Our primary strategy during the reporting period was to take advantage of
changes in the supply of and demand for short-term municipal securities. Because
California and its municipalities typically issue millions of dollars of
securities at a time, yields tend to rise during periods of issuance and fall
when no paper is being issued.

Accordingly, we attempted to match the Fund's average maturity to the
market's issuance calendar. Just prior to times of plentiful issuance, when
tax-exempt yields were highest, we reduced the Fund's average maturity to as low
as 29 days in order to free up cash for the purchase of higher-yielding
municipal securities as they became available. After such purchases, the Fund's
average maturity naturally lengthened to as high as 77 days, which enabled us to
maintain relatively high yields as prevailing rates declined.

We found competitive yields and high credit quality in a variety of
short-term tax-exempt notes, including notes issued by school districts. In
addition, we increased our exposure to variable-rate tax-exempt notes. We
preferred these so-called "floater" securities because of their attractive
yields.

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

Over the longer term, however, we are optimistic about the U.S. economy's
resiliency and the long-term tax advantages of municipal bonds. In our view, any
short-term inflationarY pressures, such as higher wages in a tight labor market,
should be offset by long-term economic factors, such as continued productivity
gains and global competition. Furthermore, strong regional economic conditions
should continue to support job growth and tax revenues in California. As a
result, we see little potential for significantly higher interest rates over the
long term.

Our strategy in this environment is to take advantage of short-term market
swings caused by economic and supply-demand influences. We intend to shorten the
Fund's average maturity in anticipation of periods of greater issuance and
higher interest rates. Conversely, we intend to lengthen the Fund's average
maturity just after periods of issuance and when we expect interest rates to
fall. By capturing higher yielding municipal securities as they become
available, we hope to continue to provide our shareholders with competitive
tax-exempt yields commensurate with safety.

<PAGE>

- --------------------------------------------------------------------------------
FUND DATA All Periods Ending August 31, 1997

<TABLE>
<CAPTION>
TOTAL RETURNS
----------------------------------------
SINCE
ONE FIVE MARCH 10, 1992
YEAR YEARS* INCEPTION*
----- ------ -----------
<S> <C> <C> <C>
Landmark California Tax Free Reserves .......................... 2.94% 2.87% 2.86%
Lipper California Tax Exempt Money Market Funds Average ........ 2.96% 2.68% 2.69%+

* Average Annual Total Return
+ Since 2/29/92
</TABLE>

7-DAY YIELDS
- ------------
Annualized Current 2.77%
Effective 2.81%

The Annualized Current 7-Day Yield reflects the amount of income generated by
the investment during that seven day period and assumes that the income is
generated each week over a 365 day period. The yield is shown as a percentage of
the investment.

The Effective 7-Day Yield is calculated similarly, but when annualized, the
income earned by the investment during that seven day period is assumed to be
reinvested.

The effective yield is slightly higher than the current yield because of the
compounding effect of this assumed reinvestment.

IMPORTANT TAX INFORMATION
- -------------------------
For the fiscal year ended August 31, 1997, the Fund paid $0.02899 per share
to shareholders from net investment income. For such period, the Fund designated
all dividends paid as exempt-interest dividends. Thus, 100% of these
distributions were exempt from Federal income tax and 85.6% of dividends earned
were also exempt from California personal income tax. In addition, 10.5% of the
dividends were derived from income earned from certain municipal obligations
which may be subject to Federal Alternative Minimum Tax (AMT).

- --------------------------------------------------------------------------------
7-DAY YIELD COMPARISONS

As the graph illustrates, Landmark California Tax Free Reserves generally
provided a similar annualized seven-day yield to that of a comparable IBC's
Money Fund Report AverageTM, as published in IBC Money Fund ReportTM, for the
one year period.

COMPARISON OF 7-DAY YIELDS FOR LANDMARK CALIFORNIA TAX FREE RESERVE
VS. IBC CALIFORNIA TAX FREE MONEY FUNDS AVERAGE

Landmark CALIFORNIA TAX FREE RESERVES

IBC
Landmark California
California Tax Free
Tax Free Funds
Reserves Average
-------- --------
9/3/96 2.78% 2.84%
9/10/96 2.57% 2.67%
9/17/96 2.68% 2.78%
9/24/96 2.84% 2.94%
10/1/96 2.97% 3.09%
10/8/96 2.67% 2.72%
10/15/96 2.79% 2.79%
10/22/96 2.83% 2.88%
10/29/96 2.86% 2.92%
11/5/96 2.86% 2.92%
11/12/96 2.76% 2.78%
11/19/96 2.83% 2.87%
11/26/96 2.84% 2.88%
12/3/96 2.87% 2.95%
12/10/96 2.69% 2.67%
12/17/96 2.83% 2.85%
12/24/96 3.05% 3.09%
12/31/96 3.13% 3.24%
1/7/97 2.76% 2.78%
1/14/97 2.73% 2.75%
1/21/97 2.76% 2.80%
1/28/97 2.79% 2.81%
2/4/97 2.88% 2.91%
2/11/97 2.75% 2.71%
2/18/97 2.74% 2.70%
2/25/97 2.75% 2.72%
3/4/97 2.75% 2.74%
3/11/97 2.56% 2.52%
3/18/97 2.49% 2.44%
3/25/97 2.63% 2.63%
4/1/97 2.81% 2.77%
4/8/97 2.73% 2.69%
4/15/97 2.83% 2.81%
4/22/97 3.07% 3.06%
4/29/97 3.42% 3.49%
5/6/97 3.39% 3.41%
5/13/97 3.29% 3.29%
5/20/97 3.25% 3.25%
5/27/97 3.19% 3.20%
6/3/97 3.17% 3.14%
6/10/97 2.98% 2.91%
6/17/97 3.18% 3.13%
6/24/97 3.29% 3.24%
7/1/97 3.33% 3.33%
7/8/97 3.02% 2.93%
7/15/97 2.90% 2.81%
7/22/97 2.98% 2.89%
7/29/97 3.01% 2.94%
8/5/97 2.99% 2.92%
8/12/97 2.84% 2.77%
8/19/97 2.84% 2.77%
8/26/97 2.76% 2.70%

Notes: The Fund seeks to maintain a stable $1.00 per share price, although there
is no assurance that this will be so on a continuing basis. Fund shares are not
insured or guaranteed by the U.S. Government. Yields and total returns will
fluctuate and past performance is no guarantee of future results. Total return
figures include reinvestment of dividends. Returns and yields reflect certain
voluntary fee waivers. If the waivers were not in place, the Fund's returns
would have been lower .

<PAGE>

Landmark California Tax Free Reserves
- --------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS August 31, 1997

PRINCIPAL
AMOUNT
ISSUER (000'S OMITTED) VALUE
- --------------------------------------------------------------------------------

TAX EXEMPT COMMERCIAL PAPER -- 9.5%

California Pollution Control
Finance Authority,
3.55% due 10/09/97 ...................... $ 2,000 $ 2,000,000
California Pollution Control
Finance Authority,
3.65% due 10/16/97 ...................... 3,550 3,550,000
California Pollution Control
Finance Authority,
3.70% due 11/21/97 ...................... 1,000 1,000,000
Long Beach, CA, Harbor Authority, AMT,
3.70% due 9/09/97 ....................... 2,600 2,600,000
Long Beach, CA, Harbor Authority, AMT,
3.60% due 10/07/97 ...................... 4,500 4,500,000
Puerto Rico Commonwealth
Government Development Authority,
3.45% due 10/21/97 ...................... 2,000 2,000,000
Puerto Rico Commonwealth
Government Development Authority,
3.60% due 11/05/97 ...................... 4,000 4,000,000
------------
19,650,000
------------
- --------------------------------------------------------------------------------
ANNUAL AND SEMI-ANNUAL
TENDER REVENUE BONDS AND
NOTES (PUTS) -- 6.6%

California Housing Finance
Agency Revenue, AMT,
5.65% due 2/01/98 ....................... 500 503,639
California Housing Finance
Agency Revenue, AMT,
3.95% due 8/01/98 ....................... 2,000 2,000,000
California Pollution Control
Finance Authority,
3.90% due 11/15/97 ...................... 1,635 1,635,652
California State,
3.55% due 10/15/97 ...................... 5,000 5,000,000
California Student Loan, AMT,
3.95% due 6/01/98 ....................... 2,600 2,600,000
Puerto Rico Industrial,
Medical and Environmental,
3.75% due 12/01/97 ...................... 2,000 2,000,000
------------
13,739,291
------------
- --------------------------------------------------------------------------------
BOND ANTICIPATION NOTES,
TAX AND REVENUE ANTICIPATION
NOTES AND GENERAL
OBLIGATION BONDS AND
NOTES -- 14.7%

Alameda County, CA, Tax and Revenue
Anticipation Notes,
4.50% due 7/22/98 ....................... 1,000 1,005,118
California State, School Cash
Reserve Notes,
4.75% due 7/02/98 ....................... 4,000 4,028,851
Kern County, CA, Tax and Revenue
Anticipation Notes,
4.50% due 10/02/97 ...................... 1,600 1,601,115
Los Angeles County, CA, Unified School
Tax and Revenue Anticipation Notes,
4.50% due 9/30/97 ....................... 1,500 1,500,633
Los Angeles County, CA, Unified School
Tax and Revenue Anticipation Notes,
4.50% due 6/30/98 ....................... 4,000 4,020,709
Oregon, WI, School District
Bond Anticipation Notes,
4.50% due 4/15/98 ....................... 4,000 4,009,510
Puerto Rico Commonwealth Aqueduct
Sewer Authority Revenue,
7.88% due 7/01/98 ....................... 2,500 2,630,195
Puerto Rico Commonwealth Aqueduct
Sewer Revenue, due 7/01/17 .............. 1,500 1,579,873
Sacramento County, CA, Municipal
Utility District Electric Revenue,
4.50% due 7/01/98 ....................... 2,865 2,882,311
Sacramento County, CA, Tax and
Revenue Anticipation Notes,
4.50% due 9/30/97 ....................... 5,250 5,252,213
Sacramento County, CA,
Tax and Revenue Anticipation Notes,
4.00% due 11/26/97 ...................... 2,000 2,002,092
------------
30,512,620
------------
- --------------------------------------------------------------------------------
VARIABLE RATE DEMAND NOTES* -- 68.8%

Alameda County, CA, Industrial
Development Authority,
due 5/01/27 ............................. 2,150 2,150,000
Bassett, CA, Union Free School
District Capital Improvement,
due 5/01/17 ............................. 6,435 6,435,000
California Health Facilities Finance
Authority, due 7/01/05 .................. 4,300 4,300,000
California Health Facilities Finance
Authority, due 7/01/12 .................. 100 100,000
California Health Facilities Finance
Authority, due 7/01/16 .................. 100 100,000
California Health Facilities Finance
Authority, due 7/01/18 .................. 1,000 1,000,000
California Health Facilities Finance
Authority, due 7/01/20 .................. 1,100 1,100,000
California Health Facilities Finance
Authority, due 7/01/21 .................. 100 100,000
California Health Facilities Finance
Authority, St. Francis Hospital,
due 11/01/19 ............................ 3,000 3,000,000
California Pollution Control Finance
Authority, due 9/01/13 .................. 1,100 1,100,000
California Pollution Control Finance
Authority, AMT, due 9/01/18 ............. 200 200,000
California Pollution Control Finance
Authority, AMT, due 9/01/20 ............. 350 350,000
California Pollution Control Finance
Authority, Pacific Gas & Electric,
due 11/01/26 ............................ 300 300,000
California Pollution Control Finance
Authority, Shell Oil, due 10/01/07 ...... 400 400,000
California Pollution Control Finance
Authority, Shell Oil, due 10/01/08 ...... 3,500 3,500,000
California Pollution Control Finance
Authority, Shell Oil, due 10/01/09 ...... 100 100,000
California Pollution Control Finance
Authority, Shell Oil, due 10/01/11 ...... 1,200 1,200,000
California Pollution Control Solid
Waste, AMT, due 10/01/07 ................ 2,500 2,500,000
California State General Obligation
Bonds, due 6/01/13 ...................... 4,000 4,000,000
California State General Obligation
Bonds, due 6/01/14 ...................... 4,000 4,000,000
California State General Obligation
Bonds, due 8/01/15 ...................... 1,200 1,200,000
California Statewide Community
Development, due 11/01/15 ............... 1,515 1,515,000
Carlsbad, CA, Multi-Family Housing
Revenue, due 6/01/11 .................... 400 400,000
Charleston County, SC, Industrial
Revenue, due 1/01/07 .................... 400 400,000
Chicago, IL, O' Hare International
Airport Revenue, AMT,
due 7/01/10 ............................. 500 500,000
Clayton County, GA, Housing Authority,
due 1/01/21 ............................. 700 700,000
Clipper, CA, Tax Exempt Trust,
due 5/01/06 ............................. 2,910 2,910,000
Clipper, CA, Tax Exempt Trust,
due 8/01/26 ............................. 4,875 4,875,000
Cocke County, IN, Industrial
Development Board Development,
AMT, due 10/01/24 ....................... 2,310 2,310,000
Cocke County, IN, Industrial
Development Board Development,
AMT, due 5/01/25 ........................ 1,000 1,000,000
Concord, CA, Multi-Family Mortgage
Revenue, due 7/15/18 .................... 400 400,000
Eastern, CA, Municipal Water District
Revenue, AMT, due 7/01/20 ............... 4,650 4,650,000
Effingham County, GA, Development
Authority, due 4/01/37 .................. 400 400,000
Fontana, CA, Airport Development
Revenue, due 11/01/07 ................... 4,395 4,395,000
Foothill/Eastern Transportation Toll
Authority, due 1/02/35 .................. 2,000 2,000,000
Hawkins County, TN, Industrial
Development Board, due 10/01/27 ......... 1,350 1,350,000
Independent Cities, CA, Lease Revenue,
due 6/01/98 ............................. 100 100,000
Indiana Health Facilities Finance
Authority Revenue, due 1/01/12 .......... 2,400 2,400,000
Kentucky Economic Development
Finance Authority, due 11/01/20 ......... 1,000 1,000,000
Kern County, CA, Certificates of
Participation, due 12/01/21 ............. 9,000 9,000,000
Los Angeles, CA, due 5/15/20 ............... 1,200 1,200,000
Los Angeles County, CA, Certificates
of Participation, due 11/01/05 .......... 300 300,000
Los Angeles County, CA, Regional
Airport Lease, due 12/01/24 ............. 400 400,000
Los Angeles County, CA, Regional
Airport Lease, due 12/01/25 ............. 3,400 3,400,000
Metropolitan Water District, SC
Waterworks Revenue, due 6/01/23 ......... 990 990,000
Missouri State Health & Educational
Facilities Authority, due 11/01/19 ...... 800 800,000
Monterey Peninsula, CA, Water
Authority, due 7/01/22 .................. 500 500,000
Moorhead, MN, Solid Waste Disposal,
AMT, due 4/01/12 ........................ 3,000 3,000,000
New Hampshire Health and Education,
due 6/01/23 ............................. 1,300 1,300,000
New York State Medical Care Facilities
Finance Authority, due 8/15/22 .......... 700 700,000
North Little Rock, AR, Health Facilities,
AMT, due 12/01/21 ....................... 1,700 1,700,000
Ontario, CA, Multi-Family Housing
Revenue, due 12/01/05 ................... 1,000 1,000,000
Peoria, IL, Industrial Development
Revenue, AMT, due 2/01/27 ............... 1,000 1,000,000
Peoria, IL, Solid Waste Disposal, AMT,
due 1/01/27 ............................. 2,500 2,500,000
Pittsburgh, CA, Mortgage Obligation,
Series A, due 12/30/22 .................. 2,400 2,400,000
Puerto Rico Commonwealth
Government Development
Authority, due 12/01/15 ................. 2,000 2,000,000
Puerto Rico Electric Power Authority,
due 7/01/22 ............................. 5,700 5,700,000
Puerto Rico University Revenue,
due 6/01/25 ............................. 1,875 1,875,000

Quakertown, PA, General Authority
Revenue, due 7/01/26 .................... 2,000 2,000,000
Redlands, CA, Multi-Family Housing
Revenue, due 2/01/16 .................... 600 600,000
Sacramento County, CA, Multi-Family
Housing Authority, AMT,
due 5/01/27 ............................. 4,500 4,500,000
San Francisco, CA, International Airport
Revenue, due 5/01/16 .................... 8,000 8,000,000
Santa Clara County, CA, AMT,
due 6/01/15 ............................. 1,100 1,100,000
Southhampton County, VA, Industrial
Development Authority, AMT,
due 4/01/15 ............................. 500 500,000
Southern California Public Power
Project Authority, due 7/01/12 .......... 10,765 10,765,000
Tustin County, CA, Improvement Bond,
due 9/02/13 ............................. 3,000 3,000,000
Wake County, NC, Pollution Control
Finance Authority, due 9/01/15 .......... 2,000 2,000,000
Washington State Health Care
Facilities Financing Authority,
due 1/01/23 ............................. 965 965,000
Washoe County, NV, Water Facility
Revenue, AMT, due 12/01/20 .............. 200 200,000
Western Riverside County, CA
due 4/01/28 ............................. 700 700,000
------------
142,535,000
------------
TOTAL INVESTMENTS, AT
AMORTIZED COST .......................... 99.6% 206,436,911
OTHER ASSETS, LESS
LIABILITIES ............................. 0.4 908,383
----- ------------
NET ASSETS ................................. 100.0% $207,345,294
===== ============

AMT - Subject to Alternative Minimum Tax
* Variable rate demand notes have a demand feature under which the fund could
tender them back to the issuer on no more than 7 day's notice.

See notes to financial statements
<PAGE>

Landmark California Tax Free Reserves
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES August 31, 1997

<TABLE>
<S> <C> <C>
ASSETS:
Investments, at amortized cost (Note 1A) ..................................................... $206,436,911
Cash ......................................................................................... 65,464
Interest receivable .......................................................................... 1,380,031
Receivable for shares of beneficial interest sold ............................................ 24,000
------------
Total assets ................................................................................ 207,906,406
------------
LIABILITIES:
Dividends payable ............................................................................ 409,904
Payable to affiliate:
Investment Advisory fee (Note 3) ................................................... $14,811
Shareholder Servicing Agent's fee (Note 4B) ........................................ 43,758 58,569
-------
Accrued expenses and other liabilities ....................................................... 92,639
------------
Total liabilities ........................................................................... 561,112
------------
NET ASSETS for 207,353,053 shares of beneficial interest outstanding ......................... $207,345,294
============
NET ASSETS CONSIST OF:
Paid-in capital .............................................................................. $207,353,053
Accumulated net realized loss on investments ................................................. (7,759)
------------
Total ....................................................................................... $207,345,294
============
NET ASSET VALUE, OFFERING PRICE, AND REDEMPTION PRICE PER SHARE .............................. $1.00
=====
</TABLE>
See notes to financial statements
<PAGE>

Landmark California Tax Free Reserves
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS For the Year Ended August 31, 1997

<TABLE>
<S> <C> <C>
INVESTMENT INCOME (Note 1B) .................................................... $6,538,208
EXPENSES:
Administrative fees (Note 4A) .................................................. $ 459,224
Shareholder Servicing Agents' fees (Note 4B) ................................... 459,224
Investment Advisory fees (Note 3) .............................................. 367,379
Distribution fees (Note 5) ..................................................... 183,689
Custodian fees ................................................................. 121,115
Auditing fees .................................................................. 32,800
Trustee fees ................................................................... 18,381
Shareholder reports ............................................................ 17,625
Transfer agent fees ............................................................ 12,000
Legal fees ..................................................................... 11,120
Registration fees .............................................................. 255
Miscellaneous .................................................................. 11,737
----------
Total expenses ............................................................. 1,694,549
Less aggregate amounts waived by Investment Adviser, Administrator,
and Distributor (Notes 3, 4A and 5) .......................................... (498,468)
Less fees paid indirectly (Note 1E) ............................................ (2,324)
----------
Net expenses ............................................................... 1,193,757
----------
Net investment income ...................................................... 5,344,451
NET REALIZED GAIN ON INVESTMENTS ............................................... 990
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ........................... $5,345,441
==========
</TABLE>
See notes to financial statements
<PAGE>

Landmark California Tax Free Reserves
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31,
------------------------------
1997 1996
------------- -------------
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS:
<S> <C> <C>
Net investment income .................................................... $ 5,344,451 $ 3,435,564
Net realized gain on investments ......................................... 990 24
------------- -------------
Net increase in net assets resulting from operations ..................... 5,345,441 3,435,588
------------- -------------
DIVIDENDS TO SHAREHOLDERS FROM:
Net investment income .................................................... (5,344,451) (3,435,564)
------------- -------------
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST AT NET ASSET VALUE OF $1.00 PER
SHARE (Note 6):
Proceeds from sale of shares ............................................. 304,389,018 376,454,761
Net asset value of shares issued to shareholders from reinvestment of dividends 1,106,914 1,348,624
Cost of shares repurchased ............................................... (248,708,463) (279,078,886)
------------- -------------
Net increase in net assets from
transactions in shares of beneficial interest .......................... 56,787,469 98,724,499
------------- -------------
NET INCREASE IN NET ASSETS ............................................... 56,788,459 98,724,523
NET ASSETS:
Beginning of period ...................................................... 150,556,835 51,832,312
------------- -------------
End of period ............................................................ $ 207,345,294 $ 150,556,835
============= =============
</TABLE>
See notes to financial statements

<PAGE>
Landmark California Tax Free Reserves
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31,
-----------------------------------------------------------------
1997 1996 1995 1994 1993
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value, beginning of period $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
Net investment income ............... 0.02899 0.03089 0.03434 0.02288 0.02467
Less dividends from net investment income (0.02899) (0.03089) (0.03434) (0.02288) (0.02467)
-------- -------- -------- -------- --------
Net Asset Value, end of period ..... $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
======== ======== ======== ======== ========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted) $207,345 $150,557 $ 51,832 $ 52,863 $ 37,808
Ratio of expenses to average net assets 0.65% 0.42% 0.30% 0.25% 0.00%
Ratio of net investment income to average
net assets ........................ 2.91% 3.05% 3.43% 2.30% 2.42%
Total return ........................ 2.94% 3.13% 3.49% 2.31% 2.50%

Note: If Agents of the Fund had not voluntarily waived all or a portion of their fees from the Fund for the period
indicated and the Administrator had not voluntarily assumed expenses for the periods before August 31, 1996, and the
expenses were not reduced for the fees paid indirectly for the years after August 31, 1995, the ratios and net
investment income per share would have been as follows:

Net investment income per share ..... $0.02630 $0.02481 $0.02513 $0.01423 $0.01121
RATIOS:
Expenses to average net assets ...... 0.92% 1.01% 1.21% 1.12% 1.32%
Net investment income to average net assets 2.64% 2.45% 2.51% 1.43% 1.10%
</TABLE>

See notes to financial statements
<PAGE>

Landmark California Tax Free Reserves
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS

(1) SIGNIFICANT ACCOUNTING POLICIES
Landmark California Tax Free Reserves (the "Fund") is a separate non-diversified
series of Landmark Multi-State Tax Free Funds (the "Trust"), which is organized
as a Massachusetts business trust and is registered under the Investment Company
Act of 1940, as amended, as an open-end, management investment company. The
Investment Adviser of the Fund is Citibank, N.A. ("Citibank"). The Landmark
Funds Broker-Dealer Services, Inc. ("LFBDS") acts as the Trust's Administrator
and Distributor. Citibank also serves as Sub-Administrator and makes shares
available to customers through various Shareholder Servicing Agents.

The significant accounting policies consistently followed by the Fund are as
follows:

B. INTEREST INCOME -- Interest income consists of interest accrued and accretion
of market discount, less the amortization of any premium on the investments of
the Fund.

Dividends paid by the Fund from net interest received on tax-exempt money market
instruments are not includable by shareholders as gross income for federal
income tax purposes because the Fund intends to meet certain requirements of the
Internal Revenue Code applicable to regulated investment companies which will
enable the Fund to pay exempt-interest dividends. The portion of such interest,
if any, earned on private activity bonds issued after August 7, 1986, may be
considered a tax preference item to shareholders.

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

F. OTHER -- Purchases, maturities and sales, of money market instruments are
accounted for on the date of the transaction.

(3) INVESTMENT ADVISORY FEES
The investment advisory fee paid to Citibank, as compensation for overall
investment management services, amounted to $367,379 of which $180,040 was
voluntarily waived for the year ended August 31, 1997. The investment advisory
fee is computed at the annual rate of 0.20% of the Fund's average daily net
assets.

(4) ADMINISTRATIVE SERVICES PLAN
The Trust has adopted an Administrative Services Plan (the "Administrative
Services Plan") which provides that the Trust, on behalf of each Fund, may
obtain the services of an Administrator, one or more Shareholder Servicing
Agents and other Servicing Agents and may enter into agreements providing for
the payment of fees for such services. Under the Administrative Services Plan,
the aggregate of the fee paid to the Administrator from the Fund, the fees paid
to the Shareholder Servicing Agents from the Fund under such plan and the Basic
Distribution Fee paid from the Fund to the Distributor under the Distribution
Plan may not exceed 0.60% of the Fund's average daily net assets on an
annualized basis for the Fund's then-current fiscal year.

A. ADMINISTRATIVE FEES -- Under the terms of an Administrative Services
Agreement, LFBDS is entitled to an administrative fee from the Fund, as
compensation for overall administrative services and general office facilities,
which is computed at the annual rate of 0.25% of the Fund's average daily net
assets. The Administrative fees amounted to $459,224, of which $158,041 was
voluntarily waived for the year ended August 31, 1997. Citibank acts as
Sub-Administrator and performs such duties and receives such compensation from
LFBDS as from time to time is agreed to by LFBDS and Citibank. The Fund pays no
compensation directly to any Trustee or any officer who is affiliated with the
Administrator, all of whom receive remuneration for their services to the Fund
from the Administrator or its affiliates. Certain of the officers and a Trustee
of the Fund are officers and a director of the Administrator or its affiliates.

B. SHAREHOLDER SERVICING AGENT FEES -- The Trust, on behalf of the Fund, has
entered into shareholder servicing agreements with each Shareholder Servicing
Agent pursuant to which that Shareholder Servicing Agent acts as an agent for
its customers and provides other related services. For their services, each
Shareholder Servicing Agent receives fees from the Fund, which may be paid
periodically, but may not exceed, on an annualized basis, an amount equal to
0.25% of the average daily net assets of the Fund represented by shares owned
during the period by investors for whom such Shareholder Servicing Agent
maintains a servicing relationship. Shareholder Servicing Agent fees amounted to
$459,224 for the year ended August 31, 1997.

(5) DISTRIBUTION FEES
The Trust has adopted a Plan of Distribution pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended, in which the Fund compensates the
Distributor at an annual rate not to exceed 0.10% of the Fund's average daily
net assets. The Distribution fees amounted to $183,689, of which $160,387 was
voluntarily waived for the year ended August 31, 1997. The Distributor may also
receive an additional fee from the Fund at an annual rate not to exceed 0.10% of
the Fund's average daily net assets in anticipation of, or as reimbursement for,
advertising expenses incurred by the Distributor in connection with the sale of
shares of the Fund. No payments of such additional fees have been made during
the period.

(6) SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional Shares of Beneficial Interest (without par value).

(7) INVESTMENT TRANSACTIONS
Purchases, and maturities and sales, of money market instruments aggregated
$575,583,391 and $518,625,941, respectively, for the year ended August 31, 1997.

(8) FEDERAL INCOME TAX BASIS OF INVESTMENT SECURITIES
The cost of investment securities owned at August 31, 1997, for federal income
tax purposes, amounted to $206,436,911.

Landmark California Tax Free Reserves
- --------------------------------------------------------------------------------
INDEPENDENT AUDITORS' REPORT

TO THE TRUSTEES AND SHAREHOLDERS OF LANDMARK CALIFORNIA TAX FREE RESERVES:

We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments, of Landmark California Tax Free
Reserves, a separate series of Landmark Multi-State Tax Free Funds (the "Trust")
(a Massachusetts business trust), as of August 31, 1997, the related statement
of operations for the year then ended, the statement of changes in net assets
for the years ended August 31, 1997 and 1996, and the financial highlights for
each of the years in the five-year period ended August 31, 1997. These financial
statements and financial highlights are the responsibility of the Trust's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
August 31, 1997, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Landmark California
Tax Free Reserves at August 31, 1997, the results of its operations, the changes
in its net assets, and its financial highlights for the respective stated
periods in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
October 6, 1997
<PAGE>
- --------------------------------------------------------------------------------
SHAREHOLDER
SERVICING AGENTS

FOR RETAIL BANKING AND
BUSINESS AND PROFESSIONAL CUSTOMERS:
Citibank, N.A.
111 Wall Street, New York, NY 10043
(212) 820-2383 or (800) 846-5300

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

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

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

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

FOR CITICORP INVESTMENT SERVICES CUSTOMERS:
Citicorp Investment Services
One Court Square, Long Island City, NY 11120
Call Your Investment Consultant or (800) 846-5200,
(212) 820-2380 in New York City

[logo] LANDMARK
FUNDS

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

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

Tax Free Reserves
Institutional Tax Free Reserves

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

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

Balanced Fund
Equity Fund
International Equity Fund
Small Cap Equity Fund
Emerging Asian Markets Equity Fund

<PAGE>

[Logo] LANDMARK(SM) FUNDS
Advised by Citibank, N.A.

LANDMARK
CONNECTICUT
TAX FREE
RESERVES

ANNUAL
REPORT
August 31, 1997

<PAGE>

SECRETARY
Linda T. Gibson*

TREASURER
John R. Elder*

*Affiliated Person of Administrator and Distributor

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

INVESTMENT ADVISER
Citibank, N.A.
153 East 53rd Street, New York, NY 10043

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

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

AUDITORS
Deloitte & Touche LLP
125 Summer Street, Boston, MA 02110

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

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

SHAREHOLDER SERVICING AGENTS
(See Inside of Cover)

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

CTFR/A/97 Printed on Recycled Paper [Recycle Symbol]

<PAGE>

- --------------------------------------------------------------------------------
A LETTER TO OUR SHAREHOLDERS
- --------------------------------------------------------------------------------

Dear Shareholder:

Despite the heightened volatility of the longer term financial markets over
the past 12 months, tax-exempt money market securities once again provided
competitive returns for shareholders seeking a level of tax-free income
commensurate with a stable net asset value. The period was generally
characterized by an economy that many economists consider ideal: moderate growth
coupled with low inflation. Yet, the road to this environment was a bumpy one,
marked by periods of stronger-than-expected growth that occasionally unsettled
the longer term stock and bond markets. Investors who sought the safety of money
market funds were largely unaffected by these markets' volatility.

In this environment, the Landmark Funds' investment adviser, Citibank,
N.A., continued to manage Landmark Connecticut Tax Free Reserves with the goal
of achieving its investment objectives: providing high levels of current income
that are largely exempt from federal and Connecticut personal income taxes,
preservation of capital and liquidity. The Fund seeks to offer an attractive
yield by investing primarily in high-quality short-term municipal obligations
issued by Connecticut, its municipalities and their agencies.

/s/ Philip W. Coolidge

Philip W. Coolidge
President
September 15, 1997

TABLE OF CONTENTS

LANDMARK CONNECTICUT
TAX FREE RESERVES
- --------------------------------------------------------------------------------
1 A Letter to Our Shareholders
- --------------------------------------------------------------------------------
2 Market Environment
Fund Snapshot
- --------------------------------------------------------------------------------
Fund Quotes from the Portfolio Manager
3 The Portfolio Manager Responds
Strategy and Outlook
- --------------------------------------------------------------------------------
4 Fund Data
7-Day Yield Comparisons
- --------------------------------------------------------------------------------
5 Portfolio of Investments
- --------------------------------------------------------------------------------
8 Statement of Assets and Liabilities
- --------------------------------------------------------------------------------
9 Statement of Operations
- --------------------------------------------------------------------------------
10 Statement of Changes in Net Assets
- --------------------------------------------------------------------------------
11 Financial Highlights
- --------------------------------------------------------------------------------
12 Notes to Financial Statements
- --------------------------------------------------------------------------------
14 Independent Auditors' Report

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

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

The Federal Reserve's move toward a more restrictive monetary policy proved
to be an isolated event during the first half of the year. U.S. economic growth
quickly moderated to a 3.6% rate during the second quarter of the year, well
below the level at which nflation becomes a problem. As the financial markets
became more complacent about the potential for a reacceleration of inflation,
tax-exempt money market yields drifted lower.

Yields of short-term municipal securities were affected by the strong
economy in another important way: strong tax revenues reduced Connecticut
issuers' need to issue municipal securities. Consequently, short-term tax-exempt
securities from Connecticut were in very short supply. Yet, while some municipal
bond investors shifted funds to the high-flying stock market, it was not
sufficient to significantly offset demand from other investors seeking the tax
advantages of municipal bonds. This supply-demand imbalance helped keep yields
on municipal bonds low relative to their historical relationships with taxable
money market securities, including U.S. Treasury bills.

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

COMMENCEMENT OF OPERATIONS
December 1, 1993

NET ASSETS AS OF 8/31/97
$169.3 million

FUND OBJECTIVE
To provide its shareholders with high levels of current income exempt from both
Federal and Connecticut personal income taxes,* preservation of capital and
liquidity.

DIVIDENDS
Declared daily, paid monthly

CAPITAL GAINS
Distributed annually, if any

BENCHMARKS
o Lipper Connecticut Tax Exempt Money Market Funds Average
o IBC Connecticut Tax Free Money Funds Average

INVESTMENT ADVISER
Citibank, N.A.

*A portion of the income may be subject to the Federal Alternative Minimum Tax
(AMT). Consult your personal tax advisor.

<PAGE>
- --------------------------------------------------------------------------------
FUND QUOTES FROM THE PORTFOLIO MANAGER
- --------------------------------------------------------------------------------

"Because the supply of new short-term municipal securities continued to decline,
yields on tax-exempt notes outperformed their taxable equivalents."

"We found the best relative values in the "floater" market; that is, short-term
tax-exempt notes with variable interest rates."

"We've had no problems maintaining the Fund's Tier One credit quality in
Connecticut's strong economic environment."

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

Our primary strategy during the reporting period was to take advantage of
changes in the supply of and demand for Connecticut's short-term municipal
securities. Because the state and its municipalities typically issue millions of
dollars of securities at a time, yields tend to rise during periods of issuance
and fall when no paper is being issued.

Accordingly, we attempted to match the Fund's average maturity to the
Connecticut market's issuance calendar. Just prior to times of plentiful
issuance, when tax-exempt yields were highest, we reduced the Fund's average
maturity to as low as 42 days in order to free up cash for the purchase of
higher-yielding municipal securities as they became available. After such
purchases, the Fund's average maturity naturally lengthened to as high as 83
days, which enabled us to maintain relatively high yields as prevailing rates
declined.

The lack of new bond issuance made it difficult to find attractively priced
issues for the Fund. Nonetheless, we scoured the marketplace and found
competitive yields and high credit quality in a variety of tax-exempt notes,
typically those with maturities of about one year. However, the lack of supply
of Connecticut paper at the shorter end of the yield curve caused us to invest
about 27% of the Fund's assets in tax-exempt securities from Puerto Rico, which
are exempt from federal and state taxes for U.S. residents. In addition, by the
end of the reporting period, we had shifted much of the portfolio into
variable-rate tax-exempt notes. We preferred these so-called "floater"
securities because of their attractive yields.

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

We remain cautiously optimistic about market conditions for tax-exempt
securities. We are cautious because of short-term concerns regarding the
economy's strength, yet we are optimistic about the short-term segment of the
municipal bond market because of the continuing imbalance of supply and demand.
If we see another period of robust economic growth, the Federal Reserve may be
likely to raise short-term interest rates further in an attempt to forestall an
acceleration of inflation. Yields on short-term fixed-income securities would
probably rise under these circumstances, but short-term municipal securities
should outperform comparable taxable securities because of the scarcity of
supply relative to demand.
Over the longer term, however, we are optimistic about the U.S. economy's
resiliency and the long-term tax advantages of municipal bonds. In our view, any
short-term inflationary pressures, such as higher wages in a tight labor market,
should be offset by long-term economic factors, such as continued productivity
gains and global competition. As a result, we see little potential for
significantly higher interest rates over the long term.
Our strategy in this environment is to take advantage of short-term market
swings caused by economic and supply-demand influences. We intend to shorten the
Fund's average maturity in anticipation of periods of greater issuance and
higher interest rates. Conversely, we intend to lengthen the Fund's average
maturity just after periods of issuance and when we expect interest rates to
fall. By capturing higher yielding municipal securities as they become
available, we hope to continue to provide our Connecticut shareholders with
competitive tax-exempt yields commensurate with safety.

<PAGE>
- --------------------------------------------------------------------------------
FUND DATA All Periods Ending August 31, 1997
- --------------------------------------------------------------------------------
TOTAL RETURNS
---------------------
SINCE
ONE 12/1/93
YEAR INCEPTION*
------ ----------
Landmark Connecticut Tax Free Reserves ........... 2.95% 3.07%
Lipper Connecticut Tax Exempt Money Market
Funds Average ...,,,,,,,,,,...................... 2.87% 2.81%+

* Average Annual Total Return
+ From 11/30/93

7-DAY YIELDS
- ------------
Annualized Current 2.74%
Effective 2.78%

The Effective 7-Day Yield is calculated similarly, but when annualized, the
income earned by the investment during that seven day period is assumed to be
reinvested.

The effective yield is slightly higher than the current yield because of the
compounding effect of this assumed reinvestment.

IMPORTANT TAX INFORMATION
- -------------------------
For fiscal year ended August 31, 1997, the Fund paid $0.02914 per share to
shareholders from net investment income. For such period, the Fund designated
all dividends paid as exempt-interest dividends. Thus, 100% of these
distributions were exempt from Federal income tax and 77.8% of dividends earned
were also exempt from Connecticut personal income tax. In addition, 10.1% of the
dividends were derived from income earned from certain municipal obligations
which may be subject to Federal Alternative Minimum Tax (AMT).

- --------------------------------------------------------------------------------
7-DAY YIELD COMPARISONS
- --------------------------------------------------------------------------------

As the graph illustrates, Landmark Connecticut Tax Free Reserves provided a
higher annualized seven-day yield to that of a comparable IBC's Money Fund
Report AverageTM, as published in IBC's Money Fund ReportTM, for the one year
period.

COMPARISON OF 7-DAY YIELDS FOR LANDMARK CONNECTICUT TAX FREE RESERVES
VS. IBC CONNECTICUT TAX FREE MONEY FUNDS AVERAGE

LANDMARK CONNECTICUT TAX FREE RESERVES

IBC
Landmark Connecticut
Connecticut Tax Free
Tax Free Funds
Reserves Average

9/3/96 2.83% 2.70%
9/10/96 2.71% 2.63%
9/17/96 2.79% 2.71%
9/24/96 2.88% 2.79%
10/1/96 2.98% 2.91%
10/8/96 2.64% 2.64%
10/15/96 2.85% 2.71%
10/22/96 2.93% 2.78%
10/29/96 2.97% 2.80%
11/5/96 2.91% 2.76%
11/12/96 2.80% 2.63%
11/19/96 2.87% 2.67%
11/26/96 2.88% 2.78%
12/3/96 2.92% 2.84%
12/10/96 2.68% 2.61%
12/17/96 2.83% 2.75%
12/24/96 3.08% 2.95%
12/31/96 3.19% 3.08%
1/7/97 2.75% 2.68%
1/14/97 2.76% 2.66%
1/21/97 2.80% 2.74%
1/28/97 2.78% 2.73%
2/4/97 2.87% 2.78%
2/11/97 2.71% 2.66%
2/18/97 2.71% 2.67%
2/25/97 2.73% 2.71%
3/4/97 2.76% 2.72%
3/11/97 2.55% 2.51%
3/18/97 2.50% 2.50%
3/25/97 2.63% 2.63%
4/1/97 2.85% 2.77%
4/8/97 2.79% 2.71%
4/15/97 2.89% 2.79%
4/22/97 3.07% 2.97%
4/29/97 3.35% 3.29%
5/6/97 3.37% 3.31%
5/13/97 3.26% 3.20%
5/20/97 3.25% 3.17%
5/27/97 3.19% 3.12%
6/3/97 3.12% 3.07%
6/10/97 2.98% 2.90%
6/17/97 3.12% 3.05%
6/24/97 3.23% 3.16%
7/1/97 3.31% 3.19%
7/8/97 3.03% 2.93%
7/15/97 2.91% 2.82%
7/22/97 2.98% 2.90%
7/29/97 3.02% 2.96%
8/5/97 3.00% 2.93%
8/12/97 2.84% 2.80%
8/19/97 2.80% 2.79%
8/26/97 2.78% 2.77%

- --------------------------------------------------------------------------------
Landmark Connecticut Tax Free Reserves
- --------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS August 31, 1997
- --------------------------------------------------------------------------------
PRINCIPAL
AMOUNT
ISSUER (000'S OMITTED) VALUE
- --------------------------------------------------------------------------------
TAX EXEMPT COMMERCIAL
PAPER--5.9%
- --------------------------------------------------------------------------------
Connecticut State Health and
Educational Facilities, AMT,
3.55% due 10/09/97 ............................. $ 1,500 $ 1,500,000
Connecticut State Housing Financial
Authority, AMT,
3.75% due 10/09/97 ............................. 1,000 1,000,000
Puerto Rico Commonwealth
Government Development
Authority, 3.45% due 10/21/97 .................. 1,000 1,000,000
Puerto Rico Commonwealth
Government Development
Authority, 3.60% due 11/05/97 .................. 2,000 2,000,000
Puerto Rico Commonwealth
Government Development
Authority, 3.60% due 11/06/97 .................. 1,000 1,000,000
Puerto Rico Commonwealth
Government Development
Authority, 3.60% due 11/12/97 .................. 3,500 3,500,000
------------
10,000,000
------------
- --------------------------------------------------------------------------------
BOND, TAX AND REVENUE
ANTICIPATION NOTES AND
GENERAL OBLIGATION BONDS
AND NOTES--9.2%
- --------------------------------------------------------------------------------
Beacon Falls, CT, Bond Anticipation
Notes, 4.25% due 10/23/97 ...................... 1,500 1,501,132
Fairfield, CT, Bond Anticipation Notes,
4.00% due 1/14/98 .............................. 4,934 4,937,344
Litchfield, CT, Bond Anticipation Notes,
4.10% due 10/23/97 ............................. 4,175 4,177,577
Milford, CT, Bond Anticipation Notes,
4.00% due 11/13/97 ............................. 1,775 1,776,102
Naugatuck, CT, Bond Anticipation
Notes, 4.00% due 3/26/98 ....................... 500 500,869
Wilton, CT, Bond Anticipation Notes,
4.50% due 7/21/98 .............................. 2,600 2,617,742
------------
15,510,766
------------
- --------------------------------------------------------------------------------
ANNUAL AND SEMI-ANNUAL
TENDER REVENUE BONDS AND
NOTES (PUTS)--20.5%
- --------------------------------------------------------------------------------
Connecticut State,
6.00% due 3/01/98 .............................. $ 3,000 $ 3,035,455
Connecticut State,
4.00% due 5/15/98 .............................. 200 200,133
Connecticut State,
5.00% due 6/15/98 .............................. 3,450 3,481,562
Connecticut State Clean Water Fund,
6.30% due 1/01/98 .............................. 250 252,030
Connecticut State Clean Water Fund,
5.10% due 2/01/98 .............................. 500 502,832
Connecticut State Clean Water Fund,
7.00% due 4/01/98 .............................. 200 203,671
Connecticut State Housing Financial
Authority, AMT,
3.60% due 11/15/97 ............................. 685 685,000
Connecticut State Research Recovery
Authority, 5.00% due 11/15/97 .................. 1,000 1,003,000
Connecticut State Special
Assessment Unemployment,
4.25% due 5/15/98 .............................. 3,150 3,159,842
Connecticut State Special Tax
Obligation, 7.30% due 9/01/97 .................. 1,100 1,122,000
Connecticut State Special Tax
Obligation, 7.60% due 9/01/97 .................. 500 510,000
Connecticut State Special Tax
Obligation, 5.10% due 6/01/98 .................. 2,000 2,020,320
Glastonbury, CT, 5.00% due 12/15/97 ............ 670 672,352
Hamden, CT, 4.00% due 8/14/98 .................. 4,000 4,008,236
New Britain, CT, 6.38% due 4/15/98 ............. 900 914,500
New Milford, CT, 4.20% due 8/15/98 ............. 485 486,776
North Tonawanda, NY, City School
District, 4.85% due 6/01/98 .................... 386 388,379
Norwich, CT, 4.00% due 11/18/97 ................ 2,880 2,881,120
Oregon, WI, School District,
4.50% due 4/15/98 .............................. 3,375 3,383,025
Puerto Rico Commonwealth
Aqueduct and Sewer Authority,
7.88% due 7/01/98 .............................. 1,750 1,841,166
Puerto Rico Commonwealth
Aqueduct and Sewer Authority,
7.90% due 7/01/98 .............................. 1,200 1,264,326
Puerto Rico Industrial Medical and
Environmental Authority,
3.80% due 9/01/97 .............................. 500 500,000
Puerto Rico Industrial Medical and
Environmental Authority,
9.38% due 12/01/97 ............................. 1,650 1,705,419
Ridgefield, CT, 5.15% due 11/15/97 ............... 525 526,596
------------
34,747,740
------------
- --------------------------------------------------------------------------------
VARIABLE RATE DEMAND
NOTES*--64.8%
- --------------------------------------------------------------------------------
Brazos River Authority, Tx, Pollution
Control Revenue,
AMT, due 4/01/30 ............................... 300 300,000
Chesterfield County, Va,
Industrial Development,
due 2/01/03 .................................... 1,400 1,400,000
Chicago, Il, Industrial
Development Revenue,
due 12/01/16 ................................... 1,135 1,135,000
Clayton County, Ga,
Housing Authority,
due 1/01/21 .................................... 1,700 1,700,000
Colorado Health Facilities
Authority Revenue,
due 5/15/25 .................................... 800 800,000
Connecticut State,
due 3/15/12 .................................... 3,500 3,500,000
Connecticut State,
due 5/15/14 .................................... 11,500 11,500,000
Connecticut State Development
Authority Revenue,
due 8/01/23 .................................... 1,000 1,000,000
Connecticut State Health and
Educational Facilities,
due 6/10/30 .................................... 3,000 3,000,000
Connecticut State Housing
Finance Authority,
due 5/15/18 .................................... 4,500 4,500,000
Connecticut State Housing
Finance Authority, AMT
due 11/15/27 ................................... 8,000 8,000,000
Connecticut State
Special Tax Obligations,
due 12/01/10 ................................... 9,900 9,900,000
Decatur, Al, Industrial
Development Authority, AMT,
due 5/01/25 .................................... 300 300,000
Effingham County, Ga,
Development Authority,
due 4/01/37 .................................... 400 400,000
Florida Housing
Finance Agency, AMT,
due 6/01/26 .................................... 5,000 5,000,000
Fulton County, Ga, Industrial
Development Authority, AMT,
due 6/01/27 .................................... 2,400 2,400,000
Gulf Coast, Tx, Industrial
Development Authority, AMT,
due 4/01/28 .................................... 300 300,000
Hampton, Va, Redevelopment
And Housing Authority,
due 6/15/26 .................................... 300 300,000
Harris County, Tx, Health
Development Facilities,
due 2/15/27 .................................... 400 400,000
Hopewell, Va, Industrial Development
Authority Revenue, AMT,
due 4/01/15 .................................... 1,900 1,900,000
Indiana Health Facility Authority,
due 8/01/06 .................................... 400 400,000
Iowa Financial Authority
Health Care Facilities,
due 4/01/10 .................................... 1,100 1,100,000
New Hampshire State Housing
Financial Authority,
due 7/01/03 .................................... 2,600 2,600,000
New York City Municipal
Water Authority,
due 6/15/22 .................................... 100 100,000
New York City Municipal
Water Authority,
due 6/15/24 .................................... 400 400,000
Orangeburg County, Sc,
Solid Waste Disposal
Authority, AMT,
due 11/01/24 ................................... 300 300,000
Portland, Or, Special Obligation,
due 6/15/27 .................................... 2,300 2,300,000
Puerto Rico Commonwealth
Government Development
Authority, due 7/01/24 ......................... 2,000 2,000,000
Puerto Rico Commonwealth
Government Development
Authority, due 12/01/15 ........................ 11,300 11,300,000
Puerto Rico Commonwealth
Highway Authority,
due 7/01/99 .................................... 3,785 3,785,000
Puerto Rico Commonwealth
Highway Authority,
due 7/01/13 .................................... 10,098 10,098,000
Puerto Rico Electrical
Power Authority Power,
due 7/01/22 .................................... 5,000 5,000,000
Rutherford County, TN,
Industrial Development,
due 6/01/03 .................................... 1,750 1,750,000
Seattle, Wa, Municipal
Light and Power Revenue,
due 11/01/18 ................................... 900 900,000
Stamford, Ct, Housing
Authority Revenue,
due 8/01/24 .................................... 1,600 1,600,000
State Of Kentucky,
Trust Receipts, AMT,
due 5/01/30 .................................... 2,700 2,700,000
Uinta County, Wy,
Pollution Control Revenue,
due 8/15/20 .................................... 200 200,000
University Of Puerto Rico,
University Revenue,
due 6/01/25 .................................... 2,500 2,500,000
Wake County, Nc, Industrial
Development Pollution
Control Authority, AMT,
due 3/01/17 .................................... 400 400,000
Walton County, Ga,
Industrial Building
Authority, AMT,
due 10/01/17 ................................... 2,300 2,300,000
Washoe County, NV,
Water Facility Revenue, AMT,
due 12/01/20 ................................... 300 300,000
------------
109,768,000
------------
TOTAL INVESTMENTS, AT
AMORTIZED COST ................................. 100.4% 170,026,506
============
OTHER ASSETS, LESS
LIABILITIES .................................... (0.4) (704,843)
------- ------------
NET ASSETS ..................................... 100.0% $169,321,663
======= ============

AMT-Subject to Alternative Minimum Tax
*Variable rate demand notes have a demand feature under which the fund could
tender them back to the issuer on no more than 7 days' notice.

See notes to financial statements
<PAGE>
- --------------------------------------------------------------------------------
Landmark Connecticut Tax Free Reserves
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES August 31, 1997
- --------------------------------------------------------------------------------

ASSETS:
Investments, at amortized cost (Note 1A) .......... $170,026,506
Cash .............................................. 99,355
Interest receivable ............................... 1,736,560
------------
Total assets .................................. 171,862,421
------------

LIABILITIES:
Payable for investments purchased ................. 2,046,103
Dividends payable ................................. 350,145
Payable to affiliate:
Investment advisory fees (Note 3) ............... $10,438
Shareholder servicing agents fees (Note 4B) ..... 36,112 46,550
-------
Accrued expenses and other liabilities ............ 97,960
------------
Total liabilities ............................. 2,540,758
------------
NET ASSETS for 169,331,151 shares of beneficial
interest outstanding ......................... $169,321,663
=============

NET ASSETS CONSIST OF:
Paid-in capital ................................... $169,331,151
Accumulated net realized loss on investments ...... (9,488)
------------
Total ......................................... $169,321,663
============

NET ASSET VALUE, OFFERING PRICE, AND
REDEMPTION PRICE PER SHARE ...................... $1.00
=====

See notes to financial statements
<PAGE>

INVESTMENT INCOME (Note 1B) ....................... $5,387,180

EXPENSES:
Administrative fees (Note 4A) ..................... $ 377,265
Shareholder Servicing Agents' fees (Note 4B) ...... 377,265
Investment Advisory fees (Note 3) ................. 301,812
Distribution fees (Note 5) ........................ 150,906
Custodian fees .................................... 105,233
Auditing fees ..................................... 38,800
Shareholder reports ............................... 17,504
Trustee fees ...................................... 17,103
Registration fees ................................. 15,772
Legal fees ........................................ 12,920
Transfer agent fees ............................... 12,000
Miscellaneous ..................................... 9,574
----------
Total expenses ................................ 1,436,154
Less aggregate amount waived by Investment
Adviser, Administrator, and Distributor
(Notes 3, 4A and 5) ............................. (451,655)
Less fees paid indirectly (Note 1E) ............... (3,889)
---------
Net expenses .................................. 980,610
---------
Net investment income ......................... 4,406,570
NET REALIZED LOSS ON INVESTMENTS .................. (328)
----------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS .................................. $4,406,242
==========

See notes to financial statements

<PAGE>

Landmark Connecticut Tax Free Reserves
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
YEAR ENDED AUGUST 31,
---------------------
1997 1996
---- ----
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS:
Net investment income ............................ $ 4,406,570 $ 2,890,510
Net realized loss on investments ................. (328) (4,176)
------------ ------------
Net increase in net assets from operations ..... 4,406,242 2,886,334
----------- ------------
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income ............................ (4,406,570) (2,890,510)
------------ ------------
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST AT
NET ASSET VALUE OF $1.00 PER SHARE (Note 6):
Net proceeds from sale of shares ............... 289,667,461 274,274,165
Net asset value of shares issued to
shareholders from reinvestment of dividends .. 744,661 789,666
Cost of shares repurchased ..................... (237,115,072) (205,590,916)
------------ ------------
Net increase in net assets from transactions
in shares of beneficial interest ............. 53,297,050 69,472,915
------------ ------------
NET INCREASE IN NET ASSETS ....................... 53,296,722 69,468,739

NET ASSETS:
Beginning of period .............................. 116,024,941 46,556,202
------------ ------------
End of period .................................... $169,321,663 $116,024,941
============ ============
See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Landmark Connecticut Tax Free Reserves
- -----------------------------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- -----------------------------------------------------------------------------------------------------------------------------------
DECEMBER 1, 1993
YEAR ENDED AUGUST 31, (COMMENCEMENT
-------------------------------------------- OF OPERATIONS) TO
1997 1996 1995 AUGUST 31, 1994
-------- -------- -------- ----------------
<S> <C> <C> <C> <C>
Net Asset Value, beginning of period $ 1.00000 $ 1.00000 $ 1.00000 $ 1.00000
Net investment income 0.02914 0.03135 0.03564 0.01754
Less dividends from net investment income (0.02914) (0.03135) (0.03564) (0.01754)
--------- --------- --------- ---------
Net Asset Value, end of period $ 1.00000 $ 1.00000 $ 1.00000 $ 1.00000
========= ========= ========= =========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted) $ 169,322 $ 116,025 $ 46,556 $ 15,949
Ratio of expenses to average net assets 0.65% 0.42% 0.22% 0.00%*
Ratio of net investment income to average net assets 2.92% 3.08% 3.60% 2.61%*
Total return 2.95% 3.18% 3.62% 1.75%**

Note: If Agents of the Fund had not voluntarily waived all or a portion of their
fees from the Fund for the period indicated and the Administrator had not
voluntarily assumed expenses for the periods before August 31, 1996, and the
expenses were not reduced for the fees paid indirectly for the years after
August 31, 1995, the ratios and net investment income per share would have been
as follows:

Net investment income per share $ 0.02615 $ 0.02504 $ 0.02732 $ 0.00128

RATIOS:
Expenses to average net assets 0.95% 1.04% 1.06% 2.42%*
Net investment income to average net assets 2.62% 2.46% 2.76% 0.19%*
</TABLE>

*Annualized
**Not annualized

See notes to financial statements

<PAGE>
- --------------------------------------------------------------------------------
Landmark Connecticut Tax Free Reserves
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

(1) SIGNIFICANT ACCOUNTING POLICIES
Landmark Connecticut Tax Free Reserves (the "Fund") is a separate
non-diversified series of Landmark Multi-State Tax Free Funds (the "Trust"),
which is organized as a Massachusetts business trust and is registered under the
Investment Company Act of 1940, as amended, as an open-end, management
investment company. The Investment Adviser of the Fund is Citibank, N.A.
("Citibank"). The Landmark Funds Broker-Dealer Services, Inc. ("LFBDS") acts as
the Trust's Administrator and Distributor. Citibank also serves as
Sub-Administrator and makes shares available to customers through various
Shareholder Servicing Agents.

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

B. INTEREST INCOME -- Interest income consists of interest accrued, and
accretion of market discount less the amortization of any premium on the
investments of the Fund.

C. FEDERAL TAXES -- The Fund's policy is to comply with the provisions of the
Internal Revenue Code available to regulated investment companies and to
distribute to shareholders all of its net investment income. Accordingly, no
provision for federal income or excise tax is necessary. At August 31, 1997, the
Fund, for federal income tax purposes, had a capital loss carryover of $9,160 of
which $4,984 will expire on August 31, 2004, and $4,176 which will expire on
August 31, 2005. Such capital loss carryover will reduce the Fund's taxable
income arising from future net realized gain on investment transactions, if any,
to the extent permitted by the Internal Revenue Code, and thus will reduce the
amount of distributions to shareholders which would otherwise be necessary to
relieve the Fund of any liability for federal income tax. Dividends paid by the
Fund from net interest received on tax-exempt money market instruments are not
includable by shareholders as gross income for federal income tax purposes
because the Fund intends to meet certain requirements of the Internal Revenue
Code applicable to regulated investment companies which will enable the Fund to
pay exempt-interest dividends. The portion of such interest, if any, earned on
private activity bonds issued after August 7, 1986, may be considered a tax
preference item to shareholders.

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

F. OTHER -- Purchases, and maturities and sales of money market instruments are
accounted for on the date of the transaction.

(2) DIVIDENDS The net income of the Fund is determined once daily, as of 12:00
noon, Eastern standard time, and all of the net income of the Fund so determined
is declared as a dividend to shareholders of record at the time of such
determination. Dividends are distributed in the form of additional shares of the
Fund or, at the election of the shareholder, in cash (subject to the policies of
the shareholder's Shareholder Servicing Agent) on or prior to the last business
day of the month.

(3) INVESTMENT ADVISORY FEES The investment advisory fee paid to Citibank, as
compensation for overall investment management services, amounted to $301,812,
of which $159,826 was voluntarily waived for the year ended August 31, 1997. The
investment advisory fee is computed at the annual rate of 0.20% of the Fund's
average daily net assets.

(4) ADMINISTRATIVE SERVICES PLAN The Trust has adopted an Administrative
Services Plan (the "Administrative Services Plan") which provides that the
Trust, on behalf of each Fund, may obtain the services of an Administrator, one
or more Shareholder Servicing Agents and other Servicing Agents and may enter
into agreements providing for the payment of fees for such services. Under the
Administrative Services Plan, the aggregate of the fee paid to the Administrator
from the Fund, the fees paid to the Shareholder Servicing Agents from the Fund
under such plan and the Basic Distribution Fee paid from the Fund to the
Distributor under the Distribution Plan may not exceed 0.60% of the Fund's
average daily net assets on an annualized basis for the Fund's then-current
fiscal year.

A. ADMINISTRATIVE FEES -- Under the terms of an Administrative Services
Agreement, LFBDS is entitled to an administrative fee from the Fund, as
compensation for overall administrative services and general office facilities,
which is computed at the annual rate of 0.25% of the Fund's average daily net
assets. The Administrator's fees amounted to $377,265, of which $142,406 was
voluntarily waived for the year ended August 31, 1997. Citibank acts as
Sub-Administrator and performs such duties and receives such compensation from
LFBDS as from time to time is agreed to by LFBDS and Citibank. The Fund pays no
compensation directly to any Trustee or any officer who is affiliated with the
Administrator, all of whom receive remuneration for their services to the Fund
from the Administrator or its affiliates. Certain of the officers and a Trustee
of the Fund are officers and a director of the Administrator or its affiliates.

(5) DISTRIBUTION FEES
The Trust has adopted a Plan of Distribution pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended, in which the Fund compensates the
Distributor at an annual rate not to exceed 0.10% of the Fund's average daily
net assets. The Distribution fee amounted to $150,906, of which $149,423 was
voluntarily waived for the year ended August 31, 1997. The Distributor may also
receive an additional fee from the Fund at an annual rate not to exceed 0.10% of
the Fund's average daily net assets in anticipation of, or as reimbursement for,
advertising expenses incurred by the Distributor in connection with the sale of
shares of the Fund. No payments of such additional fees have been made during
the period.

(6) SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional Shares of Beneficial Interest (without par value).

(7) INVESTMENT TRANSACTIONS
Purchases, and maturities and sales of money market instruments aggregated
$500,488,397 and $445,527,033, respectively, for the year ended August 31, 1997.

(8) FEDERAL INCOME TAX BASIS OF INVESTMENT SECURITIES
The cost of investment securities owned at August 31, 1997, for federal income
tax purposes, amounted to $170,026,506.

(9) LINE OF CREDIT
The Fund, along with other Landmark Funds, entered into an agreement with a bank
which allows the Funds collectively to borrow up to $60 million for temporary or
emergency purposes. Interest on borrowings, if any, is charged to the specific
fund executing the borrowing at the base rate of the bank. In addition the $15
million committed portion of the line of credit requires a quarterly payment of
a commitment fee based on the average daily unused portion of the line of
credit. For the year ended August 31, 1997, the commitment fee allocated to the
Fund was $655. Since the line of credit was established there have been no
borrowings.
<PAGE>
- --------------------------------------------------------------------------------
Landmark Connecticut Tax Free Reserves
- --------------------------------------------------------------------------------
INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------

TO THE TRUSTEES AND SHAREHOLDERS OF LANDMARK CONNECTICUT TAX FREE RESERVES:

We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments, of Landmark Connecticut Tax Free
Reserves, a separate series of Landmark Multi-State Tax Free Funds (the "Trust")
(a Massachusetts business trust), as of August 31, 1997, the related statement
of operations for the year then ended, the statement of changes in net assets
for the years ended August 31, 1997 and 1996, and the financial highlights for
each of the years in the three-year period ended August 31, 1997 and for the
period from December 1, 1993 (Commencement of Operations) to August 31, 1994.
These financial statements and financial highlights are the responsibility of
the Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
August 31, 1997, by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Landmark Connecticut
Tax Free Reserves at August 31, 1997, the results of its operations, the changes
in its net assets, and its financial highlights for the respective stated
periods in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
October 6, 1997
<PAGE>

- --------------------------------------------------------------------------------
SHAREHOLDER
SERVICING AGENTS
- --------------------------------------------------------------------------------

FOR RETAIL BANKING AND
BUSINESS AND PROFESSIONAL CUSTOMERS:
Citibank, N.A.
111 Wall Street, New York, NY 10043
(212) 820-2383 or (800) 846-5300

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

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

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

FOR CITIBANK NORTH AMERICAN INVESTOR
SERVICE CLIENTS:
Citibank, N.A.
Master Trust Accounts
111 Wall Street, New York, NY 10043
Call Your Account Manager or (212) 657-9659

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