CASH RESERVES PORTFOLIO, POS AMI, 1997-12-29

CASH RESERVES PORTFOLIO
POS AMI, 1997-12-29

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29, 1997
FILE NO. 811-05813
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

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

FORM N-1A

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 12

CASH RESERVES PORTFOLIO
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

C/O SIGNATURE FINANCIAL GROUP (CAYMAN) LTD.
ELIZABETHAN SQUARE, GEORGE TOWN, GRAND CAYMAN, CAYMAN ISLANDS, BWI
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 345-945-1824

SUSAN JAKUBOSKI
C/O SIGNATURE FINANCIAL GROUP (CAYMAN) LTD.
ELIZABETHAN SQUARE, GEORGE TOWN, GRAND CAYMAN, CAYMAN
ISLANDS, BWI
(NAME AND ADDRESS OF AGENT FOR SERVICE)

WITH A COPY TO
ROGER P. JOSEPH, ESQ.
BINGHAM DANA LLP
150 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110 U.S.A.

===============================================================================

<PAGE>

EXPLANATORY NOTE

This Registration Statement has been filed by the Registrant pursuant to
Section 8(b) of the Investment Company Act of 1940. However, beneficial
interests in the Registrant are not being registered under the Securities Act
of 1933, as amended (the "1933 Act"), since such interests will be issued
solely in private placement transactions which do not involve any "public
offering" within the meaning of Section 4(2) of the 1933 Act. Investments in
the Registrant may only be made by investment companies, insurance company
separate accounts, common or commingled trust funds or similar organizations or
entities which are "accredited investors" within the meaning of Regulation D
under the 1933 Act. This Registration Statement does not constitute an offer to
sell, or the solicitation of an offer to buy, any beneficial interests in the
Registrant.

<PAGE>

PART A

Responses to Items 1 through 3 and 5A have been omitted pursuant to
paragraph 4 of Instruction F of the General Instructions to Form N-1A.

Item 4. General Description of Registrant.

Cash Reserves Portfolio (the "Portfolio") is a no-load, open-end
management investment company which was organized as a trust under the laws of
the State of New York on May 23, 1989. Beneficial interests in the Portfolio
are issued solely in private placement transactions which do not involve any
"public offering" within the meaning of Section 4(2) of the Securities Act of
1933, as amended (the "1933 Act"). Investments in the Portfolio may only be
made by investment companies, insurance company separate accounts, common or
commingled trust funds or similar organizations or entities which are
"accredited investors" within the meaning of Regulation D under the 1933 Act.
This Registration Statement does not constitute an offer to sell, or the
solicitation of an offer to buy, any "security" within the meaning of the 1933
Act.

INVESTMENT OBJECTIVE

The investment objective of the Portfolio is to provide its investors with
liquidity and as high a level of current income as is consistent with the
preservation of capital. The investment objective of the Portfolio may be
changed without the approval of the investors in the Portfolio, but not without
written notice thereof to the investors in the Portfolio at least 30 days prior
to implementing the change. There can, of course, be no assurance that the
investment objective of the Portfolio will be achieved.

INVESTMENT POLICIES

The Portfolio seeks its objective by investing in high quality U.S.
dollar-denominated money market instruments. These instruments include
short-term obligations of the U.S. Government, bank obligations (such as
certificates of deposit, bankers' acceptances and fixed time deposits) of U.S.
and non-U.S. banks and obligations issued or guaranteed by the governments of
Western Europe, Scandinavia, Australia, Japan and Canada. The U.S. Government
obligations in which the Portfolio invests include U.S. Treasury bills, notes
and bonds, and instruments issued by U.S. Government agencies or
instrumentalities. Some obligations of U.S. Government agencies and
instrumentalities are supported by the "full faith and credit" of the United
States, others by the right of the issuer to borrow from the U.S. Treasury and
others only by the credit of the agency or instrumentality. Under the
Investment Company Act of 1940, as amended (the "1940 Act"), the Portfolio is
classified as "diversified." A "diversified investment company" must invest at
least 75% of its assets in cash and cash items, U.S. Government securities,
investment company securities and other securities limited as to any one issuer
to not more than 5% of the total assets of the investment company and not more
than 10% of the voting securities of the issuer.

CERTAIN ADDITIONAL INVESTMENT POLICIES

Maturity and Quality. All of the Portfolio's investments mature or are
deemed to mature within 397 days from the date of acquisition, and the average
maturity of the investments held by the Portfolio (on a dollar-weighted basis)
is 90 days or less. All of the Portfolio's investments are in "high quality"
securities (i.e., securities rated in the highest rating category for
short-term obligations by at least two nationally recognized statistical rating
organizations (each, an "NRSRO") assigning a rating to the security or issuer
or, if only one NRSRO assigns a rating, that NRSRO or, in the case of an
investment which is not rated, of comparable quality as determined by Citibank,
N.A. ("Citibank"), the Portfolio's investment adviser (the "Adviser")) and are
determined by the Adviser, pursuant to power delegated by the Portfolio's Board

<PAGE>

of Trustees, to present minimal credit risks. Investments in high quality,
short-term instruments may, in many circumstances, result in a lower yield than
would be available from investments in instruments with a lower quality or a
longer term.

Investment Restrictions. Part B of this Registration Statement contains a
list of specific investment restrictions which govern the investment policies
of the Portfolio. Except as otherwise indicated, the Portfolio's investment
objective and policies may be changed without investor approval. If a
percentage or rating restriction (other than a restriction as to borrowing) is
adhered to at the time an investment is made, a later change in percentage or
rating resulting from changes in the Portfolio's securities will not be a
violation of policy.

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

PERMITTED INVESTMENTS AND INVESTMENT PRACTICES

Treasury Receipts. The Portfolio may invest in Treasury Receipts, which
are unmatured interest coupons of U.S. Treasury bonds and notes which have been
separated and resold in a custodial receipt program administered by the U.S.
Treasury.

Commercial Paper. The Portfolio may invest in commercial paper, which is
unsecured debt of corporations or other issuers usually maturing in 270 days or
less from its date of issuance.

Asset-Backed Securities. The Portfolio may invest in asset-backed
securities, which represent fractional interests in underlying pools of assets,
such as car installment loans or credit card receivables. The rate of return on
asset-backed securities may be affected by prepayment of the underlying loans
or receivables. Reinvestment of principal may occur at higher or lower rates
than the original yield.

Repurchase Agreements. The Portfolio may enter into repurchase agreements.
Repurchase agreements are transactions in which an institution sells the
Portfolio a security at one price, subject to the Portfolio's obligation to
resell and the selling institution's obligation to repurchase that security at
a higher price normally within a seven day period. There may be delays and
risks of loss if the seller is unable to meet its obligations to repurchase.

Lending of Portfolio Securities. Consistent with applicable regulatory
requirements and in order to generate additional income, the Portfolio may lend
its portfolio securities to broker-dealers and other institutional borrowers.
Such loans must be callable at any time and continuously secured by collateral
(cash or U.S. Government securities) in an amount not less than the market
value, determined daily, of the securities loaned. It is intended that the
value of securities loaned by the Portfolio would not exceed 33 1/3% of the
Portfolio's net assets.

In the event of the bankruptcy of the other party to a securities loan,
the Portfolio could experience delays in recovering either the securities lent
or cash. To the extent that, in the meantime, the value of the securities lent
or sold have increased or the value of the securities purchased have decreased,
the Portfolio could experience a loss.

Private Placements and Illiquid Investments. The Portfolio may invest up
to 10% of its net assets in securities for which there is no readily available
market. These illiquid securities may include privately placed restricted
securities for which no institutional market exists. The absence of a trading
market can make it difficult to ascertain a market value for illiquid
investments. Disposing of illiquid investments may involve time-consuming
negotiation and legal expenses, and it may be difficult or impossible for the
Portfolio to sell them promptly at an acceptable price.

<PAGE>

For more information regarding the Portfolio's permitted investments and
investment practices, see Part B of this Registration Statement.

CERTAIN RISK CONSIDERATIONS

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

"Concentration" in Bank Obligations. The Portfolio invests at least 25% of
its assets, and may invest up to 100% of its assets, in bank obligations. This
concentration policy is fundamental, and may not be changed without the consent
of the Portfolio's investors. Banks are subject to extensive governmental
regulation which may limit both the amounts and types of loans and other
financial commitments which may be made and interest rates and fees which may
be charged. The profitability of this industry is largely dependent upon the
availability and cost of capital funds for the purpose of financing lending
operations under prevailing money market conditions. Also, general economic
conditions play an important part in the operation of this industry and
exposure to credit losses arising from possible financial difficulties of
borrowers might affect a bank's ability to meet its obligations under a letter
of credit or guarantee.

Non-U.S. Securities. All of the Portfolio's investments, including its
investments in non-U.S. securities, are in U.S. dollar-denominated securities.
However, investors in the Portfolio should be aware that investments in
non-U.S. securities involve risks relating to political, social and economic
developments abroad, as well as risks resulting from the differences between
the regulations to which U.S. and non-U.S. issuers and markets are subject.
These risks may include expropriation, confiscatory taxation, withholding taxes
on dividends and interest, limitations on the use or transfer of Portfolio
assets and political or social instability. In addition, non-U.S. companies may
not be subject to accounting standards or governmental supervision comparable
to U.S. companies, and there may be less public information about their
operations. Non-U.S. markets may be less liquid and more volatile than U.S.
markets, and may offer less protection to investors such as the Portfolio.

Investment Practices. Certain of the investment practices employed for the
Portfolio may entail certain risks. See Part B of this Registration Statement.

Item 5. Management of the Portfolio.

TRUSTEES

The Portfolio's Board of Trustees provides broad supervision over the
affairs of the Portfolio. A majority of the Portfolio's Trustees are not
affiliated with the Adviser. More information on the Trustees and officers of
the Portfolio appears in Part B of this Registration Statement.

INVESTMENT ADVISER

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

Citibank manages the assets of the Portfolio pursuant to an Investment
Advisory Agreement. Subject to policies set by the Portfolio's Trustees,
Citibank makes investment decisions for the Portfolio.

<PAGE>

Advisory Fees. For its services under the Investment Advisory Agreement,
the Adviser receives an investment advisory fee, which is accrued daily and
paid monthly, of 0.15% of the Portfolio's average daily net assets on an
annualized basis for the Portfolio's then-current fiscal year. The Adviser has
voluntarily agreed to waive a portion of its investment advisory fee.

For the fiscal year ended August 31, 1997, the investment advisory fees
paid to Citibank, after waivers, were 0.07% of the Portfolio's average daily
net assets for that fiscal year.

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

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

ADMINISTRATIVE SERVICES PLAN

The Portfolio has an Administrative Services Plan which provides that the
Portfolio may obtain the services of an administrator, a transfer agent and a
custodian, and may enter into agreements providing for the payment of fees for
such services. Under the Administrative Services Plan, fees paid to the
Portfolio's administrator may not exceed 0.05% of the Portfolio's average daily
net assets on an annualized basis for the Portfolio's then-current fiscal year.
See "Administrator" and "Transfer Agent, Custodian and Fund Accountant" below.

ADMINISTRATOR

Signature Financial Group (Cayman) Ltd. ("SFG") is the Portfolio's
administrator (the "Administrator"), and supervises the overall administration
of the Portfolio. The address of SFG is Elizabethan Square, George Town, Grand
Cayman, Cayman Islands, British West Indies. SFG provides certain
administrative services to the Portfolio under an administrative services
agreement ("Administrative Services Agreement"). These administrative services
include providing general office facilities, supervising the overall
administration of the Portfolio, and providing persons satisfactory to the
Board of Trustees to serve as Trustees and officers of the Portfolio. These
Trustees and officers may be directors, officers or employees of SFG or its
affiliates.

For these services, the Administrator receives fees accrued daily and paid
monthly of 0.05% of the assets of the Portfolio on an annualized basis for the
Portfolio's then-current fiscal year. The Administrator has voluntarily agreed
to waive a portion of the fees payable to it.

<PAGE>

SFG is a wholly-owned subsidiary of Signature Financial Group, Inc.

SUB-ADMINISTRATOR

Pursuant to a sub-administrative services agreement, Citibank performs
such sub-administrative duties for the Portfolio as from time to time are
agreed upon by Citibank and SFG. Citibank's compensation as sub-administrator
is paid by SFG.

TRANSFER AGENT, CUSTODIAN AND FUND ACCOUNTANT

State Street Canada, Inc. ("State Street Canada") acts as transfer agent
and dividend disbursing agent for the Portfolio. State Street Canada also
provides fund accounting services to the Portfolio and calculates the daily net
asset value for the Portfolio. The address of State Street Canada is 40 King
Street West, Suite 5700, Toronto, Ontario, Canada. State Street Bank and Trust
Company ("State Street") acts as the custodian of the Portfolio's assets. The
address of State Street is 225 Franklin Street, Boston, Massachusetts 02110.

EXPENSES

The Portfolio pays all of its expenses, including the compensation of its
Trustees who are not affiliated with SFG; governmental fees; interest charges;
taxes; membership dues in the Investment Company Institute allocable to the
Portfolio; fees and expenses of independent auditors, of legal counsel and of
any transfer agent, custodian, registrar or dividend disbursing agent of the
Portfolio; insurance premiums; expenses of calculating the net asset value and
the net income of the Portfolio; expenses connected with the execution,
recording and settlement of security transactions; fees and expenses of the
custodian for all services to the Portfolio, including safekeeping of funds and
securities and maintaining required books and accounts; expenses of preparing
and mailing reports to investors and to governmental officers and commissions;
and the advisory fees payable to the Adviser and the administrative fees
payable to the Administrator. For the fiscal year ended August 31, 1997, the
Portfolio's total expenses were 0.10% of its average net assets.

Item 6. Capital Stock and Other Securities.

Investments in the Portfolio have no preference, pre-emptive or conversion
rights and are fully paid and non-assessable, except as set forth below. The
Portfolio is not required and has no current intention to hold annual meetings
of investors, but the Portfolio holds special meetings of investors when in the
judgment of the Trustees it is necessary or desirable to submit matters for an
investor vote. Investors have under certain circumstances (e.g., upon
application and submission of certain specified documents to the Trustees by a
specified number of investors) the right to communicate with other investors in
connection with requesting a meeting of investors for the purpose of removing
one or more Trustees. Investors also have the right to remove one or more
Trustees without a meeting by a declaration in writing by a specified number of
investors. Upon liquidation or dissolution of the Portfolio, investors would be
entitled to share pro rata in the net assets of the Portfolio available for
distribution to investors.

The Portfolio is organized as a trust under the laws of the State of New
York. Under the Declaration of Trust, the Trustees are authorized to issue
beneficial interests in the Portfolio. Each investor is entitled to a vote in
proportion to the value of its investment in the Portfolio. Investments in the
Portfolio may not be transferred, but an investor may withdraw all or any
portion of its investment at any time at net asset value. Investors in the
Portfolio (e.g., investment companies, insurance company separate accounts and
common and commingled trust funds) are each liable for all obligations of the
Portfolio. However, it is not expected that the liabilities of the Portfolio
would ever exceed its assets.

<PAGE>

The net income of the Portfolio is determined each day the New York Stock
Exchange is open for trading (a "Business Day") (and on such other days as is
necessary in order to comply with the 1940 Act). This determination is made
once during each such day as of 3:00 p.m., Eastern time. All the net income of
the Portfolio so determined is allocated pro rata among the investors in the
Portfolio at the time of such determination.

For this purpose, the net income of the Portfolio (from the time of the
immediately preceding determination thereof) consists of (i) all income
accrued, less the amortization of any premium, on the assets of the Portfolio,
less (ii) all actual and accrued expenses of the Portfolio determined in
accordance with generally accepted accounting principles. Interest income
includes discount earned (including both original issue and market discount) on
discount paper accrued ratably to the date of maturity and any net realized
gains or losses on the assets of the Portfolio.

It is intended that the Portfolio's assets, income and distributions will
be managed in such a way that an investor in the Portfolio will be able to
satisfy the requirements of Subchapter M of the Internal Revenue Code of 1986,
as amended, assuming that the investor invested all of its investable assets in
the Portfolio.

Item 7. Purchase of Securities.

Beneficial interests in the Portfolio are issued solely in private
placement transactions which do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. Investments in the Portfolio may only
be made by investment companies, insurance company separate accounts, common or
commingled trust funds or similar organizations or entities which are
"accredited investors" within the meaning of Regulation D under the 1933 Act.
This Registration Statement does not constitute an offer to sell, or the
solicitation of an offer to buy, any "security" within the meaning of the 1933
Act.

An investment in the Portfolio may be made without a sales load. All
investments are made at net asset value next determined after an order is
received by the Portfolio. The net asset value of the Portfolio is determined
once during each Business Day as of 3:00 p.m., Eastern time. Securities are
valued at amortized cost, which the Trustees of the Portfolio have determined
in good faith constitutes fair value for the purposes of complying with the
1940 Act. This valuation method will continue to be used until such time as the
Trustees of the Portfolio determine that it does not constitute fair value for
such purposes.

There is no minimum initial or subsequent investment in the Portfolio.
However, since the Portfolio intends to be as fully invested at all times as is
reasonably practicable in order to enhance the yield on its assets, investments
must be made in federal funds (i.e., monies credited to the account of the
Portfolio's custodian bank by a Federal Reserve Bank).

The Portfolio reserves the right to cease accepting investments at any
time or to reject any investment order.

The exclusive placement agent for the Portfolio is CFBDS, Inc. ("CFBDS").
The address of CFBDS is 6 St. James Avenue, Boston, Massachusetts 02116. CFBDS
receives no compensation for serving as the exclusive placement agent for the
Portfolio.

Item 8. Redemption or Repurchase.

<PAGE>

An investor in the Portfolio may withdraw all or any portion of its
investment at any time at the net asset value next determined after a
withdrawal request in proper form is furnished by the investor to the
Portfolio. The proceeds of a withdrawal will be paid by the Portfolio in
federal funds normally on the Business Day the withdrawal is effected, but in
any event within seven days. Investments in the Portfolio may not be
transferred.

The right of any investor to receive payment with respect to any
withdrawal may be suspended or the payment of the withdrawal proceeds postponed
during any period in which the New York Stock Exchange is closed (other than
weekends or holidays) or trading on such Exchange is restricted, or, to the
extent otherwise permitted by the 1940 Act, if an emergency exists.

Item 9. Pending Legal Proceedings.

Not applicable.

<PAGE>

PART B

Item 10. Cover Page.

Not applicable.

Item 11. Table of Contents.

Page

General Information and History...................................... B-1
Investment Objective and Policies.................................... B-1
Management of the Portfolio.......................................... B-6
Control Persons and Principal Holders
of Securities..................................................... B-8
Investment Advisory and Other Services.............................. B-9
Brokerage Allocation and Other Practices............................ B-11
Capital Stock and Other Securities.................................. B-12
Purchase, Redemption and Pricing of
Securities........................................................ B-13
Tax Status.......................................................... B-14
Underwriters........................................................ B-15
Calculations of Performance Data.................................... B-15
Financial Statements................................................ B-15

Item 12. General Information and History.

Not applicable.

Item 13. Investment Objective and Policies.

The investment objective of Cash Reserves Portfolio (the "Portfolio") is
to provide its investors with liquidity and as high a level of current income
as is consistent with the preservation of capital. There can, of course, be no
assurance that the Portfolio will achieve its investment objective. The
investment objective of the Portfolio may be changed without the approval of
the investors in the Portfolio.

Except for the concentration policy with respect to bank obligations
described in paragraph (1) below, which is fundamental and may not be changed
without the approval of the investors in the Portfolio, the approval of the
investors in the Portfolio would not be required to change any of the
Portfolio's investment policies discussed below, including those concerning
securities transactions.

The Portfolio seeks its investment objective through investments limited
to the following types of high quality U.S. dollar-denominated money market
instruments. All investments by the Portfolio mature or are deemed to mature
within 397 days from the date of acquisition and the average maturity of the
investments held by the Portfolio (on a dollar-weighted basis) is 90 days or
less. All investments by the Portfolio are in "high quality" securities (i.e.,
securities rated in the highest rating category for short-term obligations by
at least two nationally recognized statistical rating organizations (each, an
"NRSRO") assigning a rating to the security or issuer or, if only one NRSRO
assigns a rating, that NRSRO or, in the case of an investment which is not
rated, of comparable quality as determined by the Adviser) and are determined

<PAGE>

by the Adviser to present minimal credit risks. Investments in high quality,
short term instruments may, in many circumstances, result in a lower yield than
would be available from investments in instruments with a lower quality or a
longer term. Under the Investment Company Act of 1940, as amended (the "1940
Act"), the Portfolio is classified as "diversified." A "diversified investment
company" must invest at least 75% of its assets in cash and cash items, U.S.
Government securities, investment company securities and other securities
limited as to any one issuer to not more than 5% of the total assets of the
investment company and not more than 10% of the voting securities of the
issuer.

(1) Bank obligations. The Portfolio invests at least 25% of its investable
assets, and may invest up to 100% of its assets, in bank obligations.
This concentration policy is fundamental and may not be changed without
the approval of the investors in the Portfolio. Bank obligations include,
but are not limited to, negotiable certificates of deposit, bankers'
acceptances and fixed time deposits. Fixed time deposits are obligations
which are payable at a stated maturity date and bear a fixed rate of
interest. Generally, fixed time deposits may be withdrawn on demand by
the Portfolio, but they may be subject to early withdrawal penalties
which vary depending upon market conditions and the remaining maturity of
the obligation. Although fixed time deposits do not have a market, there
are no contractual restrictions on the Portfolio's right to transfer a
beneficial interest in the deposit to a third party.

The Portfolio limits its investments in U.S. bank obligations (including
their non-U.S. branches) to banks having total assets in excess of $1
billion and which are subject to regulation by an agency of the U.S.
Government. The Portfolio may also invest in certificates of deposit
issued by banks having total assets of less than $1 billion, the deposits
in which are insured by the Federal Deposit Insurance Corporation
("FDIC"), through either the Bank Insurance Fund or the Savings
Association Insurance Fund, provided that the Portfolio at no time owns
more than $100,000 principal amount of certificates of deposit (or any
higher principal amount which in the future may be fully insured by FDIC
insurance) of any one of those issuers.

U.S. banks organized under federal law are supervised and examined by the
Comptroller of the Currency and are required to be members of the Federal
Reserve System and to be insured by the FDIC. U.S. banks organized under
state law are supervised and examined by state banking authorities and
are members of the Federal Reserve System only if they elect to join.
However, state banks which are insured by the FDIC are subject to federal
examination and to a substantial body of federal law and regulation. As a
result of federal and state laws and regulations, U.S. branches of U.S.
banks, among other things, are generally required to maintain specified
levels of reserves, and are subject to other supervision and regulation
designed to promote financial soundness.

The Portfolio limits its investments in non-U.S. bank obligations (i.e.,
obligations of non-U.S. branches and subsidiaries of U.S. banks, and U.S.
and non-U.S. branches of non-U.S. banks) to U.S. dollar-denominated
obligations of banks which at the time of investment are branches or
subsidiaries of U.S. banks which meet the criteria in the preceding
paragraphs or are branches of non-U.S. banks which (i) have more than $10
billion, or the equivalent in other currencies, in total assets; (ii) in
terms of assets are among the 75 largest non-U.S. banks in the world;
(iii) have branches or agencies in the United States; and (iv) in the
opinion of the Citibank, N.A. ("Citibank"), the Portfolio's investment
adviser (the "Adviser"), are of an investment quality comparable with
obligations of U.S. banks which may be purchased by the Portfolio. These
obligations may be general obligations of the parent bank, in addition to
the issuing branch or subsidiary, but the parent bank's obligations may
be limited by the terms of the specific obligation or by governmental
regulation. The Portfolio also limits its investments in non-U.S. bank
obligations to banks, branches and subsidiaries located in Western Europe
(United Kingdom, France, Germany, Belgium, the Netherlands, Italy,
Switzerland), Scandinavia (Denmark, Norway, Sweden), Australia, Japan,

<PAGE>

the Cayman Islands, the Bahamas and Canada. The Portfolio does not
purchase any bank obligation of the Adviser or an affiliate of the
Adviser.

Since the Portfolio may hold obligations of non-U.S. branches and
subsidiaries of U.S. banks, and U.S. and non-U.S. branches of non-U.S.
banks, an investment in the Portfolio involves certain additional risks.
Such investment risks include future political and economic developments,
the possible imposition of non-U.S. withholding taxes on interest income
payable on such obligations held by the Portfolio, the possible seizure or
nationalization of non-U.S. deposits and the possible establishment of
exchange controls or other non-U.S. governmental laws or restrictions
applicable to the payment of the principal of and interest on certificates
of deposit or time deposits that might affect adversely such payment on
such obligations held by the Portfolio. In addition, there may be less
publicly-available information about a non-U.S. branch or subsidiary of a
U.S. bank or a U.S. or non-U.S. branch of a non-U.S. bank than about a
U.S. bank and such branches and subsidiaries may not be subject to the
same or similar regulatory requirements that apply to U.S. banks, such as
mandatory reserve requirements, loan limitations and accounting, auditing
and financial record-keeping standards and requirements.

The provisions of federal law governing the establishment and operation of
U.S. branches do not apply to non-U.S. branches of U.S. banks. However,
the Portfolio may purchase obligations only of those non-U.S. branches of
U.S. banks which were established with the approval of the Board of
Governors of the Federal Reserve System (the "Board of Governors"). As a
result of such approval, these branches are subject to examination by the
Board of Governors and the Comptroller of the Currency. In addition, such
non-U.S. branches of U.S. banks are subject to the supervision of the U.S.
bank and creditors of the non-U.S. branch are considered general creditors
of the U.S. bank subject to whatever defenses may be available under the
governing non-U.S. law and to the terms of the specific obligation.
Nonetheless, the Portfolio generally will be subject to whatever risk may
exist that the non-U.S. country may impose restrictions on payment of
certificates of deposit or time deposits.

U.S. branches of non-U.S. banks are subject to the laws of the state in
which the branch is located or to the laws of the United States. Such
branches are therefore subject to many of the regulations, including
reserve requirements, to which U.S. banks are subject. In addition, the
Portfolio may purchase obligations only of those U.S. branches of non-U.S.
banks which are located in states which impose the additional requirement
that the branch pledge to a designated bank within the state an amount of
its assets equal to 5% of its total liabilities.

Non-U.S. banks in whose obligations the Portfolio may invest may not be
subject to the laws and regulations referred to in the preceding two
paragraphs.

(2) Obligations of, or guaranteed by, non-U.S. governments. The Portfolio
limits its investments in non-U.S. government obligations to obligations
issued or guaranteed by the governments of Western Europe (United
Kingdom, France, Germany, Belgium, the Netherlands, Italy, Switzerland),
Scandinavia (Denmark, Norway, Sweden), Australia, Japan and Canada.
Generally, such obligations may be subject to the additional risks
described in paragraph 1 above in connection with the purchase of
non-U.S. bank obligations.

(3) Commercial paper rated Prime-1 by Moody's Investors Service, Inc.
("Moody's") or A-1 by Standard & Poor's Ratings Group ("Standard &
Poor's") or, if not rated, determined to be of comparable quality by the
Adviser, such as unrated commercial paper issued by corporations having an
outstanding unsecured debt issue currently rated Aaa by Moody's or AAA by
Standard & Poor's.

<PAGE>

(4) Obligations of, or guaranteed by, the U.S. Government, its agencies or
instrumentalities. These include issues of the U.S. Treasury, such as
bills, certificates of indebtedness, notes and bonds, and issues of
agencies and instrumentalities established under the authority of an Act
of Congress. Some of the latter category of obligations are supported by
the full faith and credit of the United States, others are supported by
the right of the issuer to borrow from the U.S. Treasury, and still others
are supported only by the credit of the agency or instrumentality.
Examples of each of the three types of obligations described in the
preceding sentence are (i) obligations guaranteed by the Export-Import
Bank of the United States, (ii) obligations of the Federal National
Mortgage Association, and (iii) obligations of the Student Loan Marketing
Association, respectively.

(5) Repurchase agreements, providing for resale within 397 days or less,
covering obligations of, or guaranteed by, the U.S. Government, its
agencies or instrumentalities which may have maturities in excess of 397
days. A repurchase agreement arises when a buyer purchases an obligation
and simultaneously agrees with the vendor to resell the obligation to the
vendor at an agreed-upon price and time, which is usually not more than
seven days from the date of purchase. The resale price of a repurchase
agreement is greater than the purchase price, reflecting an agreed-upon
market rate which is effective for the period of time the buyer's funds
are invested in the obligation and which is not related to the coupon rate
on the purchased obligation. Obligations serving as collateral for each
repurchase agreement are delivered to the Portfolio's custodian either
physically or in book entry form and the collateral is marked to market
daily to ensure that each repurchase agreement is fully collateralized at
all times. A buyer of a repurchase agreement runs a risk of loss if, at
the time of default by the issuer, the value of the collateral securing
the agreement is less than the price paid for the repurchase agreement. If
the vendor of a repurchase agreement becomes bankrupt, the Portfolio might
be delayed, or may incur costs or possible losses of principal and income,
in selling the collateral. The Portfolio may enter into repurchase
agreements only with a vendor which is a member bank of the Federal
Reserve System or which is a "primary dealer" (as designated by the
Federal Reserve Bank of New York) in U.S. Government obligations. The
Portfolio will not enter into any repurchase agreements with the Adviser
or an affiliate of the Adviser. The restrictions and procedures described
above which govern the Portfolio's investment in repurchase agreements are
designed to minimize the Portfolio's risk of losses in making those
investments.

(6) Asset-backed securities, which may include securities such as Certificates
for Automobile Receivables ("CARS") and Credit Card Receivable Securities
("CARDS"), as well as other asset-backed securities that may be developed
in the future. CARS represent fractional interests in pools of car
installment loans, and CARDS represent fractional interests in pools of
revolving credit card receivables. The rate of return on asset-backed
securities may be affected by early prepayment of principal on the
underlying loans or receivables. Prepayment rates vary widely and may be
affected by changes in market interest rates. It is not possible to
accurately predict the average life of a particular pool of loans or
receivables. Reinvestment of principal may occur at higher or lower rates
than the original yield. Therefore, the actual maturity and realized yield
on asset-backed securities will vary based upon the prepayment experience
of the underlying pool of loans or receivables. (See "Asset-Backed
Securities.")

The Portfolio does not purchase securities which the Portfolio believes,
at the time of purchase, will be subject to exchange controls or non-U.S.
withholding taxes; however, there can be no assurance that such laws may not
become applicable to certain of the Portfolio's investments. In the event
exchange controls or non-U.S. withholding taxes are imposed with respect to any
of the Portfolio's investments, the effect may be to reduce the income received
by the Portfolio on such investments.

<PAGE>

ASSET-BACKED SECURITIES

As set forth above, the Portfolio may purchase asset-backed securities
that represent fractional interests in pools of retail installment loans, both
secured (such as Certificates for Automobile Receivables) and unsecured, or
leases or revolving credit receivables, both secured and unsecured (such as
Credit Card Receivable Securities). These assets are generally held by a trust
and payments of principal and interest or interest only are passed through
monthly or quarterly to certificate holders and may be guaranteed up to certain
amounts by letters of credit issued by a financial institution affiliated or
unaffiliated with the trustee or originator of the trust.

Underlying automobile sales contracts, leases or credit card receivables
are subject to prepayment, which may reduce the overall return to certificate
holders. Nevertheless, principal repayment rates tend not to vary much with
interest rates and the short-term nature of the underlying loans, leases or
receivables tends to dampen the impact of any change in the prepayment level.
Certificate holders may also experience delays in payment on the certificates
if the full amounts due on underlying loans, leases or receivables are not
realized by the Portfolio because of unanticipated legal or administrative
costs of enforcing the contracts or because of depreciation or damage to the
collateral (usually automobiles) securing certain contracts, or other factors.
If consistent with its investment objective and policies, the Portfolio may
invest in other asset-backed securities that may be developed in the future.

LENDING OF SECURITIES

Consistent with applicable regulatory requirements and in order to
generate income, the Portfolio may lend its securities to broker-dealers and
other institutional borrowers. Such loans will usually be made only to member
banks of the U.S. Federal Reserve System and to member firms of the New York
Stock Exchange (and subsidiaries thereof). Loans of securities would be secured
continuously by collateral in cash, cash equivalents, or U.S. Treasury
obligations maintained on a current basis at an amount at least equal to the
market value of the securities loaned. The cash collateral would be invested in
high quality short-term instruments. Either party to a loan has the right to
terminate the loan at any time on customary industry settlement notice (which
will not usually exceed three business days). During the existence of a loan,
the Portfolio would continue to receive the equivalent of the interest or
dividends paid by the issuer on the securities loaned and with respect to cash
collateral would also receive compensation based on investment of the cash
collateral (subject to a rebate payable to the borrower) or a fee from the
borrower in the event the collateral consists of securities. Where the borrower
provides the Portfolio with collateral consisting of U.S. Treasury obligations,
the borrower is also obligated to pay the Portfolio a fee for use of the
borrowed securities. The Portfolio would not, however, have the right to vote
any securities having voting rights during the existence of the loan, but would
call the loan in anticipation of an important vote to be taken among holders of
the securities or of the giving or withholding of its consent on a material
matter affecting the investment. As with other extensions of credit, there are
risks of delay in recovery or even loss of rights in the collateral should the
borrower fail financially. However, the loans would be made only to entities
deemed by the Adviser to be of good standing, and when, in the judgment of the
Adviser, the consideration which can be earned currently from loans of this
type justifies the attendant risk. In addition, the Portfolio could suffer loss
if the borrower terminates the loan and the Portfolio is forced to liquidate
investments in order to return the cash collateral to the buyer. If the Adviser
determines to make loans, it is not intended that the value of the securities
loaned by the Portfolio would exceed 33 1/3% of the value of its net assets.

INVESTMENT RESTRICTIONS

The Portfolio has adopted the following policies which may not be changed
without approval by holders of a "majority of the outstanding shares" of the
Portfolio, which as used in this Registration Statement means the vote of the
lesser of (i) 67% or more of the outstanding "voting securities" of the

<PAGE>

Portfolio present at a meeting, if the holders of more than 50% of the
outstanding "voting securities" of the Portfolio are present or represented by
proxy, or (ii) more than 50% of the outstanding "voting securities" of the
Portfolio. The term "voting securities" as used in this paragraph has the same
meaning as in the 1940 Act.

The Portfolio may not:

(1) borrow money, except that as a temporary measure for extraordinary or
emergency purposes the Portfolio may borrow from banks in an amount not to
exceed 1/3 of the value of its net assets, including the amount borrowed from
banks (moreover, the Portfolio will not purchase any securities at any time at
which borrowings exceed 5% of its total assets (taken at market value)) (it is
intended that the Portfolio would borrow money only from banks and only to
accommodate requests for the withdrawal of all or a portion of a beneficial
interest in the Portfolio while effecting an orderly liquidation of
securities);

(2) purchase any security or evidence of interest therein on margin,
except that the Portfolio may obtain such short term credit as may be necessary
for the clearance of purchases and sales of securities;

(3) underwrite securities issued by other persons and except insofar as
the Portfolio may technically be deemed an underwriter under the Securities Act
of 1933, as amended (the "1933 Act"), in selling a security;

(4) make loans to other persons except (a) through the lending of
securities held by the Portfolio, but not in excess of 33 1/3% of the
Portfolio's net assets, (b) through the use of fixed time deposits or
repurchase agreements or the purchase of short term obligations, or (c) by
purchasing all or a portion of an issue of debt securities of types commonly
distributed privately to financial institutions; for purposes of this paragraph
4 the purchase of short term commercial paper or a portion of an issue of debt
securities which are part of an issue to the public shall not be considered the
making of a loan;

(5) purchase or sell real estate (including limited partnership interests
but excluding securities secured by real estate or interests therein),
interests in oil, gas or mineral leases, commodities or commodity contracts in
the ordinary course of business (the Portfolio reserves the freedom of action
to hold and to sell real estate acquired as a result of the ownership of
securities by the Portfolio);

(6) concentrate its investments in any particular industry, but if it is
deemed appropriate for the achievement of its investment objective, up to 25%
of the assets of the Portfolio (taken at market value at the time of each
investment) may be invested in any one industry, except that the Portfolio will
invest at least 25% of its assets and may invest up to 100% of its assets in
bank obligations; or

(7) issue any senior security (as that term is defined in the 1940 Act) if
such issuance is specifically prohibited by the 1940 Act or the rules and
regulations promulgated thereunder, except as appropriate to evidence a debt
incurred without violating Investment Restriction (1) above.

PERCENTAGE AND RATING RESTRICTIONS: If a percentage or a rating
restriction on investment or utilization of assets set forth above or referred
to elsewhere in this Registration Statement is adhered to at the time an
investment is made or assets are so utilized, a later change in percentage
resulting from changes in the value of the securities held by the Portfolio or
a later change in the rating of a security held by the Portfolio is not
considered a violation of policy.

Item 14. Management of the Portfolio.

<PAGE>

The Trustees and officers of the Portfolio and their principal occupations
during the past five years are set forth below. Their titles may have varied
during that period. Asterisks indicate that those Trustees and officers are
"interested persons" (as defined in the 1940 Act) of the Portfolio. Unless
otherwise indicated below, the address of each Trustee and officer is 6 St.
James Avenue, Boston, Massachusetts 02116. The address of the Portfolio is
Elizabethan Square, George Town, Grand Cayman, Cayman Islands, British West
Indies.

TRUSTEES

ELLIOTT J. BERV (aged 54) - Chairman and Director, Catalyst, Inc. (Management
Consultants) (since June, 1992); President, Chief Operating Officer and
Director, Deven International, Inc. (International Consultants) (June, 1991 to
June, 1992); President and Director, Elliott J. Berv & Associates (Management
Consultants) (since May, 1984). His address is 15 Stornoway Drive, Cumberland
Foreside, Maine.

PHILIP W. COOLIDGE* (aged 46) - President of the Portfolio; Chief Executive
Officer and President, Signature Financial Group, Inc. and CFBDS, Inc.

MARK T. FINN (aged 54) - President and Director, Delta Financial, Inc. (since
June, 1983); Chairman of the Board and Chief Executive Officer, FX 500 Ltd.
(Commodity Trading Advisory Firm) (since April, 1990); Director, Vantage
Consulting Group, Inc. (since October, 1988). His address is 3500 Pacific
Avenue, P.O. Box 539, Virginia Beach, Virginia.

WALTER E. ROBB, III (aged 71) - President, Benchmark Consulting Group, Inc.
(since 1991); Principal, Robb Associates (Corporate Financial Advisors) (since
1978); President, Benchmark Advisors, Inc. (Corporate Financial Advisors)
(since 1989); Trustee of certain registered investment companies in the MFS
Family of Funds. His address is 35 Farm Road, Sherborn, Massachusetts.

OFFICERS

PHILIP W. COOLIDGE* (aged 46) - President of the Portfolio; Chief Executive
Officer and President, Signature Financial Group, Inc. and CFBDS, Inc.

CHRISTINE A. DRAPEAU* (aged 27) - Assistant Secretary and Assistant Treasurer
of the Portfolio; Assistant Vice President, Signature Financial Group, Inc.
(since January, 1996); Paralegal and Compliance Officer, various financial
companies (July, 1992 to January, 1996); Graduate Student, Bentley College
(prior to December, 1994).

JOHN R. ELDER* (aged 49) - Treasurer of the Portfolio; Vice President,
Signature Financial Group, Inc. (since April, 1995); Treasurer, CFBDS, Inc.
(since April, 1995); Treasurer, Phoenix Family of Mutual Funds (Phoenix Home
Life Mutual Insurance Company) (1983 to March, 1995).

LINDA T. GIBSON* (aged 32) - Secretary of the Portfolio; Vice President,
Signature Financial Group, Inc. (since May, 1992); Assistant Secretary, CFBDS,
Inc. (since October, 1992).

JOAN R. GULINELLO* (aged 42) - Assistant Secretary and Assistant Treasurer of
the Portfolio; Vice President, Signature Financial Group, Inc. (since October,
1993); Secretary, CFBDS, Inc. (since October, 1995); Vice President and
Assistant General Counsel, Massachusetts Financial Services Company (prior to
October, 1993).

JAMES E. HOOLAHAN* (aged 50) - Vice President, Assistant Secretary and
Assistant Treasurer of the Portfolio; Senior Vice President, Signature
Financial Group, Inc.

SUSAN JAKUBOSKI* (aged 33) - Vice President, Assistant Secretary and Assistant
Treasurer of the Portfolio; Vice President, Signature Financial Group (Cayman)
Ltd. (since August, 1994); Fund Compliance Administrator, Concord Financial

<PAGE>

Group (November, 1990 to August, 1994). Her address is Suite 193, 12 Church
St., Hamilton HM 11, Bermuda.

MOLLY S. MUGLER* (aged 46) - Assistant Secretary and Assistant Treasurer of the
Portfolio; Vice President, Signature Financial Group, Inc.; Assistant
Secretary, CFBDS, Inc.

SHARON M. WHITSON* (aged 49) - Assistant Secretary and Assistant Treasurer of
the Portfolio; Assistant Vice President, Signature Financial Group, Inc.

JULIE J. WYETZNER* (aged 38) - Vice President, Assistant Secretary and
Assistant Treasurer of the Portfolio; Vice President, Signature Financial
Group, Inc.

The Trustees and officers of the Portfolio also hold comparable positions
with certain other funds for which Signature Financial Group (Cayman) Ltd.
("SFG"), the Portfolio's administrator and a wholly-owned subsidiary of
Signature Financial Group, Inc., or an affiliate serves as the distributor or
administrator. Mr. Coolidge is also a Trustee of Landmark Funds III, Landmark
Premium Funds and CitiFunds Institutional Trust, open-end investment companies,
series of each of which are investors in the Portfolio, and each officer of the
Portfolio holds the same position with those investment companies.

The Trustees of the Portfolio (with the exception of Mr. Coolidge, who
received no remuneration from the Portfolio) received the following
remuneration from the Portfolio during its fiscal year ended August 31, 1997:

PENSION OR
RETIREMENT BENEFITS TOTAL COMPENSATION
AGGREGATE ACCRUED AS ESTIMATED ANNUAL FROM REGISTRANT AND
COMPENSATION FROM PART OF FUND BENEFITS UPON FUND COMPLEX PAID
NAME OF PERSON, POSITION REGISTRANT EXPENSES RETIREMENT TO TRUSTEES(1)

Elliott J. Berv, Trustee $16,554.71 None None $55,000

Mark T. Finn, Trustee $12,580.22 None None $52,000

Walter E. Robb, III, Trustee $14,359.40 None None $50,000
</TABLE>

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

(1) Messrs. Coolidge, Berv, Finn and Robb are trustees of 55, 31, 26 and 24
funds, respectively, in the family of open-end registered investment companies
advised or managed by Citibank.

The Portfolio's Declaration of Trust provides that it will indemnify its
Trustees and officers against liabilities and expenses incurred in connection
with litigation in which they may be involved because of their offices with the
Portfolio, unless, as to liability to the Portfolio or its investors, it is
finally adjudicated that they engaged in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in their offices, or
unless with respect to any other matter it is finally adjudicated that they did
not act in good faith in the reasonable belief that their actions were in the
best interests of the Portfolio. In the case of settlement, such
indemnification will not be provided unless it has been determined by a court
or other body approving the settlement or other disposition, or by a reasonable
determination, based upon a review of readily available facts, by vote of a
majority of disinterested Trustees or in a written opinion of independent
counsel, that such officers or Trustees have not engaged in willful
misfeasance, bad faith, gross negligence or reckless disregard of their duties.

Item 15. Control Persons and Principal Holders of
Securities.

Landmark Cash Reserves (a series of Landmark Funds III), Premium Liquid
Reserves (a series of Landmark Premium Funds), Landmark Institutional Liquid

Reserves (a series of CitiFunds Institutional Trust) and Excelsior
Institutional Money Fund (a series of Excelsior Funds) (collectively, the
"Funds") and Citi Liquid Reserves, Ltd., Citi Premium Liquid Reserves, Ltd.,
and Citi Institutional Liquid Reserves, Ltd. (collectively, the "Citi Funds")
own all of the beneficial interests in the Portfolio. The following is a list
of the record holders of beneficial interests in the Portfolio:

BENEFICIAL INTEREST
NAME OF RECORD HOLDER (as of 12/9/97)
-----------------------------------------------------------

Landmark Cash Reserves 20.27%
Premium Liquid Reserves 4.78%
Landmark Institutional Liquid Reserves 38.08%
Excelsior Institutional Money Market Fund 1.54%
Citi Liquid Reserves, Ltd. 0.28%
Citi Premium Liquid Reserves, Ltd. 0.75%
Citi Institutional Liquid Reserves, Ltd. 34.30%

The Funds are registered investment companies which have informed the
Portfolio that whenever requested to vote on matters pertaining to the
Portfolio, each will hold a meeting of shareholders and will cast its vote as
instructed by its shareholders. Notwithstanding the foregoing, at any meeting
of shareholders of a Fund, a shareholder servicing agent may vote any shares of
which it is the holder of record and for which it does not receive voting
instructions proportionately in accordance with instructions it received for
all other shares of which that shareholder servicing agent is the holder of
record.

Item 16. Investment Advisory and Other Services.

Citibank manages the assets of the Portfolio pursuant to an investment
advisory agreement (the "Advisory Agreement"). Subject to such policies as the
Board of Trustees of the Portfolio may determine, the Adviser manages the
securities of the Portfolio and makes investment decisions for the Portfolio.
The Adviser furnishes at its own expense all services, facilities and personnel
necessary in connection with managing the Portfolio's investments and effecting
securities transactions for the Portfolio. The Advisory Agreement will continue
in effect as long as such continuance is specifically approved at least
annually by the Board of Trustees of the Portfolio or by a vote of a majority
of the outstanding voting securities of the Portfolio, and, in either case, by
a majority of the Trustees of the Portfolio who are not parties to the Advisory
Agreement or interested persons of any such party, at a meeting called for the
purpose of voting on the Advisory Agreement.

The Advisory Agreement provides that the Adviser may render services to
others. The Advisory Agreement is terminable by the Portfolio without penalty
on not more than 60 days' nor less than 30 days' written notice when authorized
either by a vote of a majority of the outstanding voting securities of the
Portfolio or by a vote of a majority of its Board of Trustees, or by the
Adviser on not more than 60 days' nor less than 30 days' written notice, and
will automatically terminate in the event of its assignment. The Advisory
Agreement provides that neither the Adviser nor its personnel shall be liable
for any error of judgment or mistake of law or for any loss arising out of any
investment or for any act or omission in the execution of security transactions
for the Portfolio, except for willful misfeasance, bad faith or gross
negligence or reckless disregard of its or their obligations and duties under
the Advisory Agreement.

Part A of this Registration Statement contains a description of the fees
payable to the Adviser for services under the Advisory Agreement. For the
fiscal years ended August 31, 1995, 1996 and 1997, the fees paid to the Adviser
under the Advisory Agreement, after waivers, were $1,791,693, $2,713,691 and
$4,395,286, respectively.

The Portfolio has adopted an Administrative Services Plan (the
"Administrative Plan") which provides that the Portfolio may obtain the

<PAGE>

services of an administrator, a transfer agent and a custodian, and may enter
into agreements providing for the payment of fees for such services. Under the
Administrative Plan, the administrative services fee payable to SFG may not
exceed 0.05% of the Portfolio's average daily net assets on an annualized basis
for its then-current fiscal year. The Administrative Plan continues in effect
if such continuance is specifically approved at least annually by a vote of
both a majority of the Portfolio's Trustees and a majority of the Portfolio's
Trustees who are not "interested persons" of the Portfolio and who have no
direct or indirect financial interest in the operation of the Administrative
Plan or in any agreement related to such Plan ("Qualified Trustees"). The
Administrative Plan requires that the Portfolio provide to its Board of
Trustees and the Board of Trustees review, at least quarterly, a written report
of the amounts expended (and the purposes therefor) under the Administrative
Plan. The Administrative Plan may be terminated at any time by a vote of a
majority of the Portfolio's Qualified Trustees or by a vote of a majority of
the outstanding voting securities of the Portfolio. The Administrative Plan may
not be amended to increase materially the amount of permitted expenses
thereunder without the approval of a majority of the outstanding voting
securities of the Portfolio and may not be materially amended in any case
without a vote of the majority of both the Trustees and the Qualified Trustees.

Pursuant to an Administrative Services Agreement (the "Administrative
Services Agreement"), SFG provides the Portfolio with general office facilities
and supervises the overall administration of the Portfolio, including, among
other responsibilities, the negotiation of contracts and fees with, and the
monitoring of performance and billings of, the independent contractors and
agents of the Portfolio; the preparation and filing of all documents required
for compliance by the Portfolio with applicable laws and regulations; and
arranging for the maintenance of books and records of the Portfolio. The
Administrator provides persons satisfactory to the Board of Trustees of the
Portfolio to serve as Trustees and officers of the Portfolio. Such Trustees and
officers, as well as certain other employees and Trustees of the Portfolio, may
be directors, officers or employees of the Administrator or its affiliates.

The Administrative Services Agreement continues in effect if such
continuance is specifically approved at least annually by the Portfolio's Board
of Trustees or by a vote of a majority of the outstanding voting securities of
the Portfolio and, in either case, by a majority of the Trustees of the
Portfolio who are not parties to the Administrative Services Agreement or
interested persons of any such party. The Administrative Services Agreement
terminates automatically if it is assigned and may be terminated without
penalty by a vote of a majority of the outstanding voting securities in the
Portfolio or by either party on not more than 60 days' nor less than 30 days'
written notice. The Administrative Services Agreement also provides that
neither SFG, as the Administrator, nor its personnel shall be liable for any
error of judgment or mistake of law or for any act or omission in the
administration or management of the Portfolio, except for willful misfeasance,
bad faith or gross negligence in the performance of its or their duties or by
reason of reckless disregard of its or their obligations and duties under the
Administrative Services Agreement.

For these services under the Administrative Services Agreement, SFG
receives a fee accrued daily and paid monthly of 0.05% of the assets of the
Portfolio. For the fiscal years ended August 31, 1995, 1996 and 1997, the fees
payable to SFG under the Administrative Services Agreement were voluntarily
waived.

The Administrative Services Agreement provides that SFG may render
administrative services to others.

SFG is a wholly-owned subsidiary of Signature Financial Group, Inc., a
Delaware corporation.

Pursuant to a sub-administrative services agreement, Citibank performs
such sub-administrative duties for the Portfolio as are from time to time
agreed upon by Citibank and SFG. Citibank's sub-administrative duties may
include providing equipment and clerical personnel necessary for maintaining
the organization of the Portfolio, participation in the preparation of
documents required for compliance by the Portfolio with applicable laws and
regulations, preparation of certain documents in connection with meetings of

<PAGE>

Trustees and investors in the Portfolio, and other functions which would
otherwise be performed by SFG as set forth above. For performing such
sub-administrative services, Citibank receives such compensation as is from
time to time agreed upon by SFG and Citibank, not in excess of the amount paid

to SFG for its services under the Administrative Services Agreement discussed
above (i.e., not more than 0.05% per annum of the average daily net assets of
the Portfolio). All such compensation is paid by SFG.

The Portfolio has entered into a Transfer Agency Agreement and a Custodian
Agreement with State Street Bank and Trust Company ("State Street") pursuant to
which State Street acts as custodian and State Street Canada, Inc. ("State
Street Canada") acts as transfer agent and provides fund accounting services
for the Portfolio. The principal business address of State Street is 225
Franklin Street, Boston, Massachusetts 02110 and the principal business address
of State Street Canada is 40 King Street West, Suite 5700, Toronto, Ontario,
Canada.

Price Waterhouse are the independent certified public accountants for the
Portfolio, providing audit services, and assistance and consultation with
respect to the preparation of filings with the Securities and Exchange
Commission. The principal business address of Price Waterhouse is Suite 3000,
Box 82, Royal Trust Towers, Toronto Dominion Center, Toronto, Ontario, Canada
M5K 1G8.

Item 17. Brokerage Allocation and Other Practices.

The Portfolio's purchases and sales of portfolio securities usually are
principal transactions. Portfolio securities are normally purchased directly
from the issuer or from an underwriter or market maker for the securities.
There usually are no brokerage commissions paid for such purchases. The
Portfolio does not anticipate paying brokerage commissions. Any transaction for
which the Portfolio pays a brokerage commission will be effected at the best
price and execution available. Purchases from underwriters of portfolio
securities include a commission or concession paid by the issuer to the
underwriter, and purchases from dealers serving as market makers include the
spread between the bid and asked price.

Allocation of transactions, including their frequency, to various dealers
is determined by the Adviser in its best judgment and in a manner deemed to be
in the best interest of the investors in the Portfolio rather than by any
formula. The primary consideration is prompt execution of orders in an
effective manner at the most favorable price.

Investment decisions for the Portfolio are made independently from those
for any other account or investment company that is or may in the future become
managed by the Adviser or its affiliates. If, however, the Portfolio and other
investment companies or accounts managed by the Adviser are contemporaneously
engaged in the purchase or sale of the same security, the transactions may be
averaged as to price and allocated equitably to each account. In some cases,
this policy might adversely affect the price paid or received by the Portfolio
or the size of the position obtainable for the Portfolio. In addition, when
purchases or sales of the same security for the Portfolio and for other
investment companies or accounts managed by the Adviser occur contemporaneously,
the purchase or sale orders may be aggregated in order to obtain any price
advantages available to large denomination purchases or sales.

No transactions are executed with the Adviser or an affiliate of the
Adviser, in any case acting either as principal or as broker.

Item 18. Capital Stock and Other Securities.

Under the Declaration of Trust, the Trustees are authorized to issue
beneficial interests in the Portfolio. Investors are entitled to participate

<PAGE>

pro rata in distributions of taxable income, loss, gain and credit of the
Portfolio. Upon liquidation or dissolution of the Portfolio, investors are
entitled to share pro rata in the Portfolio's net assets available for
distribution to its investors. Investments in the Portfolio have no preference,
pre-emptive, conversion or similar rights and are fully paid and
non-assessable, except as set forth below. Investments in the Portfolio may not
be transferred. Certificates representing an investor's beneficial interest in
the Portfolio are issued only upon the written request of an investor.

Each investor is entitled to a vote in proportion to the value of its
investment in the Portfolio. Investors in the Portfolio do not have cumulative
voting rights, and investors holding more than 50% of the aggregate beneficial
interest in the Portfolio may elect all of the Trustees of the Portfolio if
they choose to do so and in such event the other investors in the Portfolio
would not be able to elect any Trustee. The Portfolio is not required and has
no current intention to hold annual meetings of investors, but the Portfolio
holds special meetings of investors when in the judgment of the Portfolio's
Trustees it is necessary or desirable to submit matters for an investor vote.
No material amendment may be made to the Portfolio's Declaration of Trust
without the affirmative vote of a majority of the outstanding voting securities
of the Portfolio.

The Portfolio may enter into a merger or consolidation, or sell all or
substantially all of its assets, if approved by a vote of two-thirds of the
Portfolio's outstanding voting securities. The Portfolio may also be terminated
(i) by a vote of two-thirds of the Portfolio's outstanding voting securities or
(ii) by the Trustees of the Portfolio by written notice to the holders of the
Portfolio's outstanding voting securities.

The Portfolio is organized as a trust under the laws of the State of New
York. Investors in the Portfolio are personally liable for its obligations and
liabilities, subject, however, to indemnification by the Portfolio in the event
that there is imposed upon an investor a greater portion of the liabilities and
obligations of the Portfolio than its proportionate beneficial interest in the
Portfolio. The Declaration of Trust also provides that the Portfolio shall
maintain appropriate insurance (e.g., fidelity bonding and errors and omissions
insurance) for the protection of the Portfolio, its investors, Trustees,
officers, employees and agents covering possible tort and other liabilities.
Thus, the risk of an investor incurring financial loss on account of investor
liability is limited to circumstances in which both inadequate insurance
existed and the Portfolio itself was unable to meet its obligations. It is not
expected that the liabilities of the Portfolio would ever exceed its assets.

The Portfolio's Declaration of Trust further provides that obligations of
the Portfolio are not binding upon the Trustees individually, but only upon the
property of the Portfolio and that the Trustees will not be liable for any
action or failure to act, but nothing in the Declaration of Trust protects a
Trustee against any liability to which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of his office.

Each investor in the Portfolio may add to or reduce its investment in the
Portfolio on each business day. At 3:00 p.m., Eastern time, on each such
business day, the value of each investor's interest in the Portfolio is
determined by multiplying the net asset value of the Portfolio by the
percentage representing that investor's share of the aggregate beneficial
interests in the Portfolio effective for that day. Any additions or
withdrawals, which are to be effected on that day, are then effected. The
investor's percentage of the aggregate beneficial interests in the Portfolio is
then re-computed as the percentage equal to the fraction (i) the numerator of
which is the value of such investor's investment in the Portfolio as of 3:00
p.m., Eastern time, on such day plus or minus, as the case may be, the amount
of any additions to or withdrawals from the investor's investment in the
Portfolio effected on such day, and (ii) the denominator of which is the
aggregate net asset value of the Portfolio 3:00 p.m., Eastern time, on such day
plus or minus, as the case may be, the amount of the net additions to or
withdrawals from the aggregate investments in the Portfolio by all investors in
the Portfolio. The percentage so determined is then applied to determine the
value of the investor's interest in the Portfolio as of 3:00 p.m., Eastern
time, on the following business day of the Portfolio.

<PAGE>

Item 19. Purchase, Redemption and Pricing of Securities.

The Portfolio normally determines its net asset value as of 3:00 p.m.,
Eastern time, on each day on which the New York Stock Exchange is open for
trading. As of the date of this Registration Statement, the New York Stock
Exchange will be open for trading every weekday except for the following
holidays (or the days on which they are observed): New Year's Day, Martin
Luther King Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day. Purchases and withdrawals
will be effected at the time of determination of net asset value next following
the receipt of any purchase or withdrawal order. On days when the financial
markets in which the Portfolio invests close early, the Portfolio's net asset
value is determined as of the close of these markets if such time is earlier
than the time at which the net asset value is normally calculated.

The securities held by the Portfolio are valued at their amortized cost.
Amortized cost valuation involves valuing an instrument at its cost and
thereafter assuming a constant amortization to maturity of any discount or
premium. If fluctuating interest rates or other factors cause the market value
of the securities held by the Portfolio to deviate more than 1/2 of 1% from
their value determined on the basis of amortized cost, the Portfolio's Board of
Trustees will consider whether any action should be initiated, as described in
the following paragraph. Although the amortized cost method provides certainty
in valuation, it may result in periods during which the stated value of an
instrument is higher or lower than the price the Portfolio would receive if the
instrument were sold.

Pursuant to the rules of the Securities and Exchange Commission, the
Portfolio's Board of Trustees has established procedures to stabilize the value
of the Portfolio's net assets within 1/2 of 1% of the value determined on the
basis of amortized cost. These procedures include a review of the extent of any
such deviation of net asset value, based on available market quotations. Should
that deviation exceed 1/2 of 1%, the Portfolio's Board of Trustees would
consider whether any action should be initiated to eliminate or reduce material
dilution or other unfair results to the investors in the Portfolio. Such action
may include withdrawal in kind, selling its securities prior to maturity and
utilizing a net asset value as determined by using available market quotations.
The Portfolio maintains a dollar-weighted average maturity of 90 days or less,
does not purchase any instrument with a remaining maturity greater than 397
days or subject to a repurchase agreement having a duration of greater than 397
days, limits its investments, including repurchase agreements, to those U.S.
dollar-denominated instruments that have been determined by or on behalf of the
Portfolio's Board of Trustees to present minimal credit risks and complies with
certain reporting and recordkeeping procedures. The Portfolio has also
established procedures to ensure that securities purchased by it meet its high
quality criteria.

Subject to compliance with applicable regulations, the Portfolio has
reserved the right to pay the redemption price of beneficial interests in the
Portfolio, either totally or partially, by a distribution in kind of readily
marketable securities (instead of cash). The securities so distributed would be
valued at the same amount as that assigned to them in calculating the net asset
value for the beneficial interests being redeemed. If a holder of beneficial
interests received a distribution in kind, such holder could incur brokerage or
other charges in converting the securities to cash.

The Portfolio may suspend the right of redemption or postpone the date of
payment for beneficial interests in the Portfolio more than seven days during
any period when (a) trading in the markets the Portfolio normally utilizes is
restricted, or an emergency, as defined by the rules and regulations of the
Securities and Exchange Commission exists making disposal of the Portfolio's
investments or determination of its net asset value not reasonably practicable;
(b) the New York Stock Exchange is closed (other than customary weekend and

<PAGE>

holiday closings); or (c) the Securities and Exchange Commission has by order
permitted such suspension.

Item 20. Tax Status.

The Portfolio is organized as a trust under New York law. The Portfolio
has determined, on the basis of a ruling of the Internal Revenue Service, that
it is properly treated as a partnership for federal income tax purposes.
Accordingly, the Portfolio is not subject to any federal income tax, but each
investor in the Portfolio must take into account its share of the Portfolio's
ordinary income, expenses, capital gains or losses, credits and other items in
determining its income tax liability. The determination of such share is made
in accordance with the governing instruments of the Portfolio and the Internal
Revenue Code of 1986, as amended (the "Code"), and regulations promulgated
thereunder.

The Portfolio's tax year-end is August 31. Although, as described above,
the Portfolio is not subject to federal income tax, it files appropriate
federal income tax returns.

The Portfolio believes that, in the case of an investor in the Portfolio
that seeks to qualify as a regulated investment company ("RIC") under the Code,
the investor should be treated for federal income tax purposes as an owner of
an undivided interest in the assets and operations of the Portfolio, and
accordingly should be deemed to own a proportionate share of each of the assets
of the Portfolio and should be entitled to treat as earned by it the portion of
the Portfolio's gross income attributable to that share. The Portfolio also
believes that each such investor should be deemed to hold its proportionate
share of the Portfolio's assets for the period the Portfolio has held the
assets or for the period the investor has been a partner in the Portfolio,
whichever is shorter. Each such investor should consult its tax advisers
regarding whether, in light of its particular tax status and any special tax
rules applicable to it, this approach applies to its investment in the
Portfolio, or whether the Portfolio should be treated, as to it, as a separate
entity as to which the investor has no direct interest in Portfolio assets or
operations.

In order to enable an investor in the Portfolio that is otherwise eligible
to qualify as a RIC under the Code to so qualify, the Portfolio intends to
satisfy the requirements of Subchapter M of the Code relating to the nature of
the Portfolio's gross income and the composition (diversification) of the
Portfolio's assets as if those requirements were directly applicable to the
Portfolio, and to allocate and permit withdrawals of its net investment income
and any net realized capital gains in a manner that will enable an investor
that is a RIC to comply with the qualification requirements imposed by
Subchapter M of the Code.

The Portfolio will allocate at least annually among its investors each
investor's distributive share of the Portfolio's net investment income
(including net investment income derived from interest on U.S. Treasury
obligations), net realized capital gains, and any other items of income, gain,
loss, deduction, or credit in a manner intended to comply with the Code and
applicable Treasury regulations.

To the extent the cash proceeds of any withdrawal or distribution exceed
an investor's adjusted tax basis in its partnership interest in the Portfolio,
the investor will generally recognize gain for federal income tax purposes. If,
upon a complete withdrawal (i.e., a redemption of its entire interest in the
Portfolio), the investor's adjusted tax basis in its partnership interest in
the Portfolio exceeds the proceeds of the withdrawal, the investor will
generally recognize a loss for federal income tax purposes. An investor's
adjusted tax basis in its partnership interest in the Portfolio will generally
be the aggregate price paid therefor, increased by the amounts of its
distributive share of items of realized net income (including income, if any,
exempt from Federal income tax) and gain, and reduced, but not below zero, by
the amounts of its distributive share of items of realized net loss and the
amounts of any distributions received by the investor.

<PAGE>

Portfolio income allocated to investors that is derived from interest on
obligations of the U.S. Government and certain of its agencies and
instrumentalities (but generally not from capital gains realized upon the
disposition of such obligations) may be exempt from state and local taxes. The
Portfolio intends to advise investors of the extent, if any, to which its
income consists of such interest. Investors are urged to consult their tax
advisers regarding the possible exclusion of such portion of the income
allocated to them by the Portfolio for state and local income tax purposes.

There are certain tax issues which will be relevant to only certain of the
Portfolio's investors, specifically, investors which are segregated asset
accounts and investors who contribute assets other than cash to the Portfolio.
It is intended that such segregated asset accounts will be able to satisfy
diversification requirements applicable to them and that such contributions of
assets will not be taxable provided certain requirements are met.

The above discussion does not address the special tax rules applicable to
certain classes of investors, such as tax-exempt entities, insurance companies,
and financial institutions, or the state, local, or non-United States tax laws
that may be applicable to certain investors. Investors should consult their own
tax advisers with respect to the special tax rules that may apply in their
particular situations, as well as the state, local, or foreign tax consequences
to them of investing in the Portfolio.

Item 21. Underwriters.

The exclusive placement agent for the Portfolio is CFBDS, Inc., which
receives no compensation for serving in this capacity. Investment companies,
insurance company separate accounts, common and commingled trust funds and
similar organizations and entities may continuously invest in the Portfolio.

Item 22. Calculations of Performance Data.

Not applicable.

Item 23. Financial Statements.

The financial statements contained in the Annual Report of the Portfolio,
as filed with the Securities and Exchange Commission on October 28, 1996
(Accession Number 0000850615-97-000006), for the fiscal year ended August 31,
1997 are incorporated by reference into this Statement of Additional
Information.

A copy of the Annual Report of the Portfolio accompanies this Statement of
Additional Information.

<PAGE>

PART C

Item 24. Financial Statements and Exhibits.

(a) FINANCIAL STATEMENTS INCLUDED IN PART A:

Not applicable.

FINANCIAL STATEMENTS INCLUDED IN PART B:

Portfolio of Investments at August 31, 1997*

Statement of Assets and Liabilities at August 31, 1997*

Statement of Operations for the year ended August 31, 1997*

Statement of Changes in Net Assets for the years ended August 31, 1997
and August 31, 1996*

Financial Highlights for each of the years in the five-year period ended
August 31, 1997*

Notes to Financial Statements - August 31, 1997*

Independent Auditors' Report - October 6, 1996*

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

* Incorporated herein by reference to the Annual Report of the Registrant
for the fiscal year ended August 31, 1997, filed with the Securities and
Exchange Commission on the EDGAR system on October 28, 1997 (Accession
Number 0000850615-97-000006).

(b) EXHIBITS:

** 1(a) Amended and Restated Declaration of Trust of the Registrant

* 1(b) Amendments to the Declaration of Trust of the Registrant
and **

** 2 By-laws of the Registrant

** 5 Investment Advisory Agreement between the Registrant and
Citibank, N.A., as investment adviser

** 6 Placement Agency Agreement between the Registrant and CFBDS,
Inc. (formerly known as The Landmark Funds Broker-Dealer
Services, Inc.) ("CFBDS"), as exclusive placement agent

** 7 Custodian Contract between the Registrant and State Street
Bank and Trust Company ("State Street"), as custodian

** 9(a) Transfer Agency and Service Agreement between the Registrant
and State Street, as transfer agent

** 9(b) Amended and Restated Administrative Services Plan of the
Registrant

<PAGE>

** 9(c) Administrative Service Agreement between the Registrant and
Signature Financial Group (Cayman), Ltd. ("SFG"), as
administrator

** 9(d) Sub-Administrative Services Agreement between SFG, and
Citibank, N.A.

27 Financial Data Schedule

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

* Incorporated herein by reference to Registrant's Registration Statement
on Form N-1A (File No. 811-05813) as filed with the Securities and Exchange
Commission on December 28, 1995.
** Incorporated herein by reference to Registrant's Registration Statement on
Form N-1A (File No. 811-05813) as filed with the Securities and Exchange
Commission on December 30, 1996.

Item 25. Persons Controlled by or under Common Control with Registrant.

Not applicable.

Item 26. Number of Holders of Securities.

(1) (2)
Title of Class Number of Record Holders
(as of December 19, 1997)

Beneficial Interests 7

Item 27. Indemnification.

Reference is hereby made to Article V of the Registrant's Declaration of
Trust, filed as an Exhibit to its Registration Statement on Form N-1A.

The Trustees and officers of the Registrant and the personnel of the
Registrant's administrator are insured under an errors and omissions liability
insurance policy. The Registrant and its officers are also insured under the
fidelity bond required by Rule 17g-1 under the Investment Company Act of 1940.

Item 28. Business and Other Connections of Investment Adviser.

Citibank, N.A. ("Citibank") is a commercial bank offering a wide range of
banking and investment services to customers across the United States and
around the world. Citibank is a wholly-owned subsidiary of Citicorp, a
registered bank holding company. Citibank also serves as investment adviser to
the following registered investment companies (or series thereof): Asset
Allocation Portfolios (Large Cap Value Portfolio, Small Cap Value Portfolio,
Short-Term Portfolio, Intermediate Income Portfolio, International Portfolio
and Foreign Bond Portfolio), The Premium Portfolios (Balanced Portfolio, Large
Cap Growth Portfolio, Government Income Portfolio, International Equity
Portfolio, Emerging Asian Markets Equity Portfolio and Small Cap Growth
Portfolio), Tax Free Reserves Portfolio, U.S. Treasury Reserves Portfolio,
Landmark Multi-State Tax Free Funds (Landmark New York Tax Free Reserves,
Landmark Connecticut Tax Free Reserves and Landmark California Tax Free
Reserves), Landmark Fixed Income Funds (Landmark Intermediate Income Fund),
Landmark Tax Free Income Funds (Landmark National Tax Free Income Fund and

<PAGE>

Landmark New York Tax Free Income Fund), CitiFunds Institutional Trust
(CitiFunds Institutional Cash Reserves) and Variable Annuity Portfolios
(CitiSelect(R) VIP Folio 200, CitiSelect(R) VIP Folio 300, CitiSelect(R) VIP
Folio 400, CitiSelect(R) VIP Folio 500 and Landmark Small Cap Equity VIP Fund).
Citibank and its affiliates manage assets in excess of $88 billion worldwide.
The principal place of business of Citibank is located at 399 Park Avenue, New
York, New York 10043.

John S. Reed is the Chairman of the Board and a Director of Citibank. The
following are Vice Chairmen of the Board and Directors of Citibank: Paul J.
Collins and William R. Rhodes. Other Directors of Citibank are D. Wayne
Calloway, former Chairman and Chief Executive Officer, PepsiCo, Inc.; John M.
Deutch, Institute Professor, Massachusetts Institute of Technology; Reuben
Mark, Chairman and Chief Executive Officer, Colgate-Palmolive Company; Richard
D. Parsons, President, Time Warner, Inc.; Rozanne L. Ridgway, Former Assistant
Secretary of State for Europe and Canada; Robert B. Shapiro, Chairman,
President and Chief Executive Officer, Monsanto Company; Frank A. Shrontz,
Chairman Emeritus, The Boeing Company; and Franklin A. Thomas, former
President, The Ford Foundation.

Each of the individuals named above is also a Director of Citicorp. In
addition, the following persons have the affiliations indicated:

D. Wayne Calloway Director, Exxon Corporation
Director, General Electric Company
Director, Retired Chairman and Chief Executive
Officer, PepsiCo, Inc.

Paul J. Collins Director, Kimberly-Clark Corporation

John M. Deutch Director, Ariad Pharmaceuticals, Inc.
Director, CMS Energy
Director, Cummins Engine Company, Inc.
Director, Schlumberger, Ltd.

Reuben Mark Director, Chairman and Chief Executive Officer
Colgate-Palmolive Company
Director, New York Stock Exchange
Director, Time Warner, Inc.
Non-Executive Director, Pearson, PLC

Richard D. Parsons Director, Federal National Mortgage Association
Director, Philip Morris Companies Incorporated
Member, Board of Representatives, Time Warner
Entertainment Company, L.P.
Director and President, Time Warner, Inc.

John S. Reed Director, Monsanto Company
Director, Philip Morris Companies
Incorporated

William R. Rhodes Director, Private Export Funding
Corporation

<PAGE>

Rozanne L. Ridgway Director, 3M
Director, Bell Atlantic Corporation
Director, Boeing Company
Director, Emerson Electric Company
Member-International Advisory Board,
New Perspective Fund, Inc.
Director, RJR Nabisco, Inc.
Director, Sara Lee Corporation
Director, Union Carbide Corporation

Robert B. Shapiro Director, Chairman and Chief Executive Officer,
Monsanto Company
Director, Silicon Graphics

Frank A. Shrontz Director, 3M
Director, Baseball of Seattle, Inc.
Director and Chairman Emeritus, Boeing Company
Director, Boise Cascade Corp.
Director, Chevron Corporation

Franklin A. Thomas Director, Aluminum Company of America
Director, Cummins Engine Company, Inc.
Director, Lucent Technologies
Director, PepsiCo, Inc.

Item 29. Principal Underwriters.

(a) CFBDS, the placement agent for the Registrant's series, is also the
placement agent for Large Cap Value Portfolio, Small Cap Value Portfolio,
Short-Term Portfolio, Intermediate Income Portfolio, International Portfolio,
Foreign Bond Portfolio, Large Cap Growth Portfolio, Small Cap Growth Portfolio,
International Equity Portfolio, Balanced Portfolio, Government Income
Portfolio, Emerging Asian Markets Equity Portfolio, Tax Free Reserves Portfolio
and U.S. Treasury Reserves Portfolio. CFBDS is also the distributor for
Landmark International Equity Fund, Landmark Emerging Asian Markets Equity
Fund, Landmark U.S. Treasury Reserves, Landmark Cash Reserves, Premium U.S.
Treasury Reserves, Premium Liquid Reserves, Landmark Institutional U.S.
Treasury Reserves, Landmark Institutional Liquid Reserves, CitiFunds
Institutional Cash Reserves, Landmark Tax Free Reserves, Landmark Institutional
Tax Free Reserves, Landmark California Tax Free Reserves, Landmark Connecticut
Tax Free Reserves, Landmark New York Tax Free Reserves, Landmark U.S.
Government Income Fund, Landmark Intermediate Income Fund, Landmark Balanced
Fund, Landmark Equity Fund, Landmark Small Cap Equity Fund, Landmark National
Tax Free Income Fund, Landmark New York Tax Free Income Fund, CitiSelect(R) VIP
Folio 200, CitiSelect(R) VIP Folio 300, CitiSelect(R) VIP Folio 400,
CitiSelect(R) VIP Folio 500, Landmark Small Cap Equity VIP Fund, CitiSelect(R)
Folio 200, CitiSelect(R) Folio 300, CitiSelect(R) Folio 400 and CitiSelect(R)
Folio 500.

(b) The information required by this Item 29 with respect to each director
and officer of CFBDS is incorporated by reference to Schedule A of Form BD
filed by CFBDS pursuant to the Securities and Exchange Act of 1934 (File No.
8-32417).

<PAGE>

Item 30. Location of Accounts and Records.

The accounts and records of the Registrant are located, in whole or in
part, at the office of the Registrant and the following locations:

NAME ADDRESS

Signature Financial Group Elizabethan Square
(Cayman), Ltd. George Town
(administrator) Grand Cayman, Cayman Island, BWI

CFBDS, Inc. 6 St. James Avenue
(exclusive placement agent) Boston, MA 02116

State Street Canada, Inc. 40 King Street West
(transfer agent) Ontario, Canada

State Street Bank and Trust 225 Franklin Street
Company (custodian) Boston, MA 02110

Citibank, N.A. 153 East 53rd Street
(investment adviser) New York, NY 10043

Item 31. Management Services.

Not applicable.

Item 32. Undertakings.

Not applicable.

<PAGE>

SIGNATURE

Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment to its Registration Statement on Form
N-1A to be signed on its behalf by the undersigned, thereto duly authorized, in
Hamilton, Bermuda, on the 19th day of December, 1997.

CASH RESERVES PORTFOLIO

By: Susan Jakuboski
Susan Jakuboski,
Assistant Treasurer

<PAGE>

EXHIBIT INDEX

Exhibit
No.: Description:

27 Financial Data Schedule

<ARTICLE> 6
<CIK> 0000850615
<NAME> CASH RESERVES PORTFOLIO

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-END> AUG-31-1997
<INVESTMENTS-AT-COST> 7,587,132,207
<INVESTMENTS-AT-VALUE> 7,587,132,207
<RECEIVABLES> 70,969,862
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 188
<TOTAL-ASSETS> 7,658,102,257
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 702,317
<TOTAL-LIABILITIES> 702,317
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 7,657,399,940
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 7,657,399,940
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 345,707,841
<OTHER-INCOME> 0
<EXPENSES-NET> 6,103,715
<NET-INVESTMENT-INCOME> 339,604,126
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 339,604,126
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 33,685,999,190
<NUMBER-OF-SHARES-REDEEMED> (30,810,390,668)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 3,215,212,648
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 9,148,204
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 13,906,693
<AVERAGE-NET-ASSETS> 6,107,647,562
<PER-SHARE-NAV-BEGIN> 0.00
<PER-SHARE-NII> 0.00
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 0.00
<EXPENSE-RATIO> 0.10
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>