LANDMARKSM FUNDS
October 25, 1995
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Rule 24f-2 Notice
LANDMARK PREMIUM FUNDS (the "Trust")
(File No. 33-38848)
Gentlemen:
The following information is filed pursuant to Rule 24f-2(b)(1) under the
Investment Company Act of 1940:
(1) This Notice is filed for the Trust's fiscal year which
ended on August 31, 1995;
(2) No Shares of Beneficial Interest (par value $0.00001) ("Shares") of
Premium U.S. Treasury Reserves, a series of the Trust, had been registered
under the Securities Act of 1933, as amended, at the beginning of such
fiscal year other than pursuant to Rule 24f-2;
(3) The Trust did not register any Shares during such fiscal year other than
pursuant to Rule 24f-2;
(4) During such fiscal year the Trust sold 728,725,611.99
Shares1/; and
1/The basis for the calculation of the fee specified in
Rule 24f-2(c) was calculated as follows:
The actual aggregate sale price for Shares sold pursuant to Rule 24f-2 during
the Trust's fiscal year
ended August 31, 1995 $728,725,611.99
less the difference
between the actual aggregate
redemption price for Shares
redeemed during such fiscal year, $675,319,281.38
and
the actual aggregate redemption
price for Shares redeemed during $ 0.00
such fiscal year which were previously
applied by the Trust pursuant to Rule 24e-2(a) $675,319,281.38
$ 53,406,330.61
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Securities and Exchange Commission
October 25, 1995
Page 2
(5) During such fiscal year the Trust sold 728,725,611.99 Shares in reliance
upon registration pursuant to Rule 24f-2.
Payment of $18,416.10 was received by the S.E.C. on October 24,
1995 for SEC file no. 33-38848, as specified in Rule 24f-2(c).
The wire went to the following account:
Mellon Bank
Pittsburgh
SEC Acct #910-8739
ABA #043-000-261
We also enclose an opinion of Bingham, Dana & Gould, counsel to the Trust, as
required by Rule 24f-2(b)(1).
Please call the undersigned at (617) 423-1679 if there are any questions
concerning this Notice.
Very truly yours,
Barbara M. O'Dette
Assistant Treasurer
Enclosures
cc: Messrs. Coolidge
Joseph
October 25, 1995
Landmark Premium Funds
6 St. James Avenue
Boston, MA 02116
Re: Rule 24f-2 Notice
Dear Sir or Madam:
We have acted as counsel to Landmark Premium Funds, a Massachusetts
business trust (the "Trust"), in connection with the Trust's registration,
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended, of
an indefinite number of Shares of Beneficial Interest (par value $0.00001 per
share) of its series known as Premium U.S. Treasury Reserves (the "Shares")
under the Securities Act of 1933, as amended (the "1933 Act"). We understand
that, pursuant to such Rule 24f-2, the Trust proposes to file a notice (the
"Notice") with the Securities and Exchange Commission (the "Commission") on
October 25, 1995, with respect to the fiscal year of Premium U.S. Treasury
Reserves ended August 31, 1995, in order to make definite in number the
registration of 728,725,611.99 Shares. This opinion is being furnished with a
view to your filing the same with the Commission in conjunction with the filing
of the Notice.
In connection with this opinion, we have examined the following described
documents:
(a) a certificate of the Secretary of State of the Commonwealth of
Massachusetts as to the existence of the Trust;
(b) copies, certified by the Secretary of State of the Commonwealth of
Massachusetts, of the Trust's Amended and Restated Declaration of Trust and of
all amendments thereto on file in the office of the Secretary of State of the
Commonwealth of Massachusetts;
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Landmark Premium Funds
October 25, 1995
Page 2
(c) a certificate executed by Barbara M. O'Dette, the Assistant Treasurer
of the Trust, as to the issuance of the Shares in accordance with the Trust's
Amended and Restated Declaration of Trust and By-Laws and as to the receipt by
the Trust of the net asset value of the Shares covered by the Notice; and
(d) a certificate executed by Molly S. Mugler, the Assistant Secretary of
the Trust, certifying as to, and attaching copies of, the Trust's Amended and
Restated Declaration of Trust and all amendments thereto, the Trust's By-Laws
and all amendments thereto and certain votes of the Trustees of the Trust
authorizing the issuance of the Shares covered by the Notice.
In such examination, we have assumed the genuineness of all signatures,
the conformity to the originals of all of the documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed by
us in original or copy form and the legal competence of each individual
executing any document.
This opinion is based entirely on our review of the documents listed
above. We have made no other review or investigation of any kind whatsoever,
and we have assumed, without independent inquiry, the accuracy of the
information set forth in such documents.
This opinion is limited solely to the internal substantive laws of the
Commonwealth of Massachusetts as applied by courts in such Commonwealth (other
than Massachusetts securities laws, with respect to which we express no
opinion).
We understand that all of the foregoing assumptions and limitations are
acceptable to you.
Based upon and subject to the foregoing, please be advised that it is our
opinion that the 728,725,611.99 Shares covered by the Notice were legally
issued and (to the extent still outstanding) are fully paid and
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Landmark Premium Funds
October 25, 1995
Page 3
nonassessable, except that shareholders of the Trust may under certain
circumstances be held personally liable for its obligations.
Very truly yours,
BINGHAM, DANA & GOULD
