LANDMARK PREMIUM FUNDS, N-30B-2, 1995-05-03

LANDMARK PREMIUM FUNDS
N-30B-2, 1995-05-03

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<PAGE>

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

PREMIUM
U.S. TREASURY
RESERVES

SEMI-ANNUAL
REPORT
February 28, 1995
<PAGE>

A LETTER TO OUR SHAREHOLDERS

Dear Shareholder:

Although the six months ended February 28, 1995 were difficult for most
financial markets, short-term investments did quite well. In fact, this was one
of very few times in the history of the financial markets in which cash
equivalent investments outperformed longer term securities. Investors in money
market instruments enjoyed correspondingly higher yields as tighter monetary
policy caused interest rates to rise in a stronger-than-expected economy.

Throughout the period, the U.S. Treasury Reserves Portfolio's investment
adviser, Citibank, N.A., managed the Portfolio in a manner consistent with the
objective stated in the Fund's prospectus: providing liquidity and as high a
level of current income from U.S. Government obligations as is consistent with
the preservation of capital. Through its investment in the U.S. Treasury
Reserves Portfolio, the Fund seeks to offer an attractive yield by investing in
a high-quality investment portfolio consisting exclusively of securities backed
by the full faith and credit of the U.S. Treasury.

This Semi-Annual Report reviews the Fund and Portfolio's investment
activities and performance over the past six months, and provides a summary of
Citibank's perspective on the financial markets and outlook for the foreseeable
future. On behalf of the Board of Trustees of the Landmark Funds, I want to
thank our shareholders for their participation and support. We look forward to
serving you in the months and years ahead.

/s/ Philip W. Coolidge
Philip W. Coolidge
President
March 20, 1995

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

TABLE OF CONTENTS
1 Letter to Shareholders
- - ---------------------------------------
2 Market Environment
Fund Snapshot
- - ---------------------------------------
3 The Portfolio Manager Responds
Fund Quotes
Strategy and Outlook
- - ---------------------------------------
4 Fund Data

PREMIUM U.S. TREASURY RESERVES
- - ---------------------------------------
5 Statement of Assets and Liabilities
- - ---------------------------------------
6 Statement of Operations
- - ---------------------------------------
7 Statement of Changes in Net Assets
- - ---------------------------------------
8 Financial Highlights
- - ---------------------------------------
9 Notes to Financial Statements
- - ---------------------------------------
U.S. TREASURY RESERVES PORTFOLIO
- - ---------------------------------------
11 Portfolio of Investments
- - ---------------------------------------
12 Statement of Assets and Liabilities
Statement of Operations
- - ---------------------------------------
13 Statement of Changes in Net Assets
Financial Highlights
- - ---------------------------------------
14 Notes to Financial Statements
<PAGE>
MARKET ENVIRONMENT

On February 4, 1994, the Federal Reserve Board began to raise short-term
interest rates in order to slow the growth of the U.S. economy and forestall an
acceleration of inflation. By the end of February, 1995, the results of their
efforts had begun to take effect. As of this writing, the inflation rate remains
stable, the economy appears to be slowing and long-term interest rates, which
often reflect investors' confidence in fiscal and monetary policy, are
moderating from their 1994 highs.

The road to this relatively positive state of economic affairs, however,
was a rocky one. Six months ago, the economy was growing faster than its
productive capacity despite five consecutive increases in the federal funds
rate. Fixed-income investors remained concerned about the potential for a
resurgence of inflation, causing most long-term bond prices to fall sharply. In
response to these concerns, the Federal Reserve raised short-term interest rates
twice more--three-quarters of a percentage point in November and one-half of a
point in February--for a total of seven increases since February 4, 1994.

Although higher short-term interest rates put pressure on the prices of
longer term fixed-income securities, they had a positive effect on short-term,
cash equivalent investments.

WEEKLY AVERAGE FEDERAL FUNDS RATE
[THE FOLLOWING DATA IS PRESENTED AS A GRAPH IN THE PRINTED REPORT]

Federal Funds
Rate (Effective)
3/4/94 3.28%
3/11/94 3.25%
3/18/94 3.19%
3/25/94 3.31%
4/1/94 3.49%
4/8/94 3.69%
4/15/94 3.37%
4/22/94 3.59%
4/29/94 3.59%
5/6/94 3.76%
5/13/94 3.70%
5/20/94 4.02%
5/27/94 4.22%
6/3/94 4.27%
6/10/94 4.13%
6/17/94 4.21%
6/24/94 4.19%
7/1/94 4.19%
7/8/94 4.38%
7/15/94 4.30%
7/22/94 4.30%
7/29/94 4.28%
8/5/94 4.28%
8/12/94 4.26%
8/19/94 4.35%
8/26/94 4.66%
9/2/94 4.72%
9/9/94 4.74%
9/16/94 4.70%
9/23/94 4.73%
9/30/94 4.66%
10/7/94 5.07%
10/14/94 4.62%
10/21/94 4.72%
10/28/94 4.72%
11/4/94 4.77%
11/11/94 4.74%
11/18/94 5.22%
11/25/94 5.53%
12/2/94 5.85%
12/9/94 5.47%
12/16/94 5.48%
12/23/94 5.56%
12/30/94 5.45%
1/6/95 5.40%
1/13/95 5.53%
1/20/95 5.45%
1/27/95 5.42%
2/3/95 5.63%
2/10/95 5.95%
2/17/95 5.93%
2/24/95 5.94%

Source: Federal Reserve Statistical Release H15

FUND SNAPSHOT

COMMENCEMENT OF OPERATIONS
March 1, 1991

NET ASSETS AS OF 2/28/95
$258.9 million

FUND OBJECTIVE
To provide liquidity and as high a level of current income from U.S. Government
obligations as is consistent with the preservation of capital.

DIVIDENDS
Accrued daily, paid monthly

BENCHMARKS
o Lipper U.S. Treasury Money Market Funds Average

INVESTMENT ADVISER,
U.S. TREASURY RESERVES PORTFOLIO
Citibank, N.A.

THE PORTFOLIO MANAGER RESPONDS

Although Citibank fully expected the Federal Reserve to tighten monetary
policy further during the six-month period, we felt that investors had already
incorporated higher interest rates into the marketplace. Consequently, we held
the Portfolio's average maturity toward the long end of its range. This strategy
enabled us to lock in relatively high yielding securities and earn higher
returns for our shareholders.

Our decision to maintain a relatively long average maturity is based in
large part on the differences in yields among short-term U.S. Treasury
securities of varying maturities. A steep "yield curve" is often characteristic
of the middle stages of the economic cycle in which interest rates at the longer
end of the spectrum are rising faster than rates at the shorter end. As the
economic cycle progresses further, the yield curve typically flattens. By
locking in higher yielding securities before this flattening effect takes
effect, we have been able to produce higher returns for a longer period. Indeed,
at the end of the six-month period, we began to see some evidence of a flatter
yield curve within our maturity range.

The Board of Trustees of the Landmark Funds implemented a policy change for
management of Premium U.S. Treasury Reserves. As of January 3, 1995, the
Portfolio is prohibited from investing in repurchase agreements. Previously,
U.S. Treasury Reserves Portfolio had permission to invest in repurchase
agreements but did not choose to exercise this privilege and has had no exposure
to these securities.

FUND QUOTES FROM THE PORTFOLIO MANAGER

"We took advantage of opportunities to capture higher yields as the market
anticipated interest rate increases."

"Our strategy worked. We were able to earn higher yield and maintain high levels
of liquidity."

STRATEGY AND OUTLOOK

Although the Federal Reserve may increase short-term interest rates again
if the economy grows at an inflationary pace, we believe that most of the
increases are behind us. Indeed, we would not be surprised if the Federal
Reserve begins to loosen their reins on monetary policy in the months ahead as
the economy slows to more sustainable levels.

Citibank's strategy looking forward is the same one that we have employed
over the past six months: we intend to adjust the average maturity of the
Portfolio in response to changes in economic and market conditions. If
short-term interest rates begin to fall over the next six months, we are
prepared to lengthen maturities toward the 60-day maximum to maintain higher
yields for as long as possible. If, on the other hand, interest rates begin to
rise, we may shorten maturities to help ensure participation in higher yielding
investments as they become available. In the meantime, we expect to carefully
monitor the economy, monetary policy and other factors that affect short-term
U.S. Treasury securities.

Although the Fund is permitted by prospectus to extend its average maturity
to as much as 90 days, we do not anticipate exceeding an average weighted
maturity of 60 days in order to maintain our current Aaa rating with Moody's and
AAAm rating with Standard & Poor's. These are the highest ratings awarded for
money market mutual funds by these two nationally recognized securities rating
organizations. Ratings are historical and based on an analysis of the
Portfolio's credit quality, market price exposure and management.
<PAGE>
<TABLE>
FUND DATA All Periods Ended February 28, 1995 (unaudited)
<CAPTION>

TOTAL RETURNS
---------------------------------------
SINCE
SIX ONE 3/1/91
MONTHS YEAR INCEPTION<F1>
------ ------ ----------
<S> <C> <C> <C>
Premium U.S. Treasury Reserves............................. 2.31% 4.07% 3.84%
Lipper U.S. Treasury Money Market Funds Average............ 2.28% 3.98% 3.71%<F2>

<FN>
<F1> Average AnnualTotal Return
<F2> From 2/28/91
</TABLE>

7-DAY YIELDS
- - ----------
Annualized Current 5.11%
Effective 5.21%

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

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

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

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

Premium U.S. Treasury Reserves

STATEMENT OF ASSETS AND LIABILITIES February 28, 1995 (unaudited)

<TABLE>
<S> <C>
ASSETS:
Investment in U.S. Treasury Reserves Portfolio, at value (Note 1)............................. $259,267,781
Deferred organization expenses (Note 1C)...................................................... 3,131
------------
Total assets.............................................................................. 259,270,912
------------

LIABILITIES:
Payable for shares of beneficial interest repurchased......................................... 162,882
Dividends payable............................................................................. 112,244
Payable to affiliate-Shareholder Servicing Agents' fee (Note 3B).............................. 19,478
Accrued expenses and other liabilities........................................................ 77,173
------------
Total liabilities......................................................................... 371,777
------------

NET ASSETS for 258,899,135 shares of beneficial interest outstanding.......................... $258,899,135
============

NET ASSETS CONSIST OF:
Paid-in capital............................................................................... $258,899,135
============

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

See notes to financial statements
</TABLE>
<PAGE>

Premium U.S. Treasury Reserves

STATEMENT OF OPERATIONS
For the Six Months Ended February 28, 1995 (unaudited)

<TABLE>
<S> <C> <C>
INVESTMENT INCOME (Note 1A):
Income from U.S. Treasury Reserves Portfolio............................... $6,335,460
Allocated expenses from U.S. Treasury Reserves Portfolio................... (125,509)
----------
Net investment income from U.S. Treasury Reserves Portfolio............ $6,209,951

EXPENSES:
Shareholder Servicing Agents' fees (Note 3B)............................... 374,953
Administrative fees (Note 3A).............................................. 187,477
Distribution fees (Note 4)................................................. 124,984
Trustee fees............................................................... 9,274
Custodian fees............................................................. 8,530
Amortization of organization expenses (Note 1C)............................ 7,665
Auditing fees.............................................................. 7,600
Transfer agent fees........................................................ 6,000
Shareholder reports........................................................ 5,884
Legal fees................................................................. 2,586
Miscellaneous.............................................................. 16,112
----------
Total expenses......................................................... 751,065
Less aggregate amounts waived by Administrator, Shareholder
Servicing Agents and Distributor (Notes 3A, 3B, and 4)............... (313,663)
----------
Net expenses........................................................... 437,402
----------
Net investment income.................................................. $5,772,549
==========

See notes to financial statements
</TABLE>
<PAGE>

Premium U.S. Treasury Reserves

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
FEBRUARY 28, 1995 YEAR ENDED
(UNAUDITED) AUGUST 31, 1994
----------------- ---------------
<S> <C> <C>
FROM INVESTMENT ACTIVITIES:
Net investment income, declared as dividends to shareholders (Note 2)..... $ 5,772,549 $ 7,168,973
============= =============

TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST AT NET ASSET VALUE OF $1.00 PER
SHARE (Note 5):
Proceeds from sale of shares.............................................. $ 363,135,748 $ 509,115,329
Net asset value of shares issued to shareholders from reinvestment
of dividends.................................................. 4,955,836 5,793,020
Cost of shares repurchased................................................ (361,650,735) (485,993,746)
------------- ------------
NET INCREASE IN NET ASSETS ............................................... 6,440,849 28,914,603

NET ASSETS:
Beginning of period....................................................... 252,458,286 223,543,683
------------- ------------
End of period............................................................. $ 258,899,135 $252,458,286
============= ============

See notes to financial statements
</TABLE>
<PAGE>

Premium U.S. Treasury Reserves

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
EIGHT MONTHS MARCH 1, 1991
SIX MONTHS ENDED ENDED (COMMENCEMENT
FEBRUARY 28, 1995 YEAR ENDED AUGUST 31, 1993 YEAR ENDED OF OPERATIONS) TO
(UNAUDITED) AUGUST 31, 1994 (NOTE 1E) DECEMBER 31, 1992 DECEMBER 31, 1991
----------------- --------------- --------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, beginning of period.. $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
Net investment income................. 0.02293 0.03087 0.01810 0.03363 0.04584
Less dividends from net investment income (0.02293) (0.03087) (0.01810) (0.03363) (0.04584)
-------- -------- -------- -------- --------
Net Asset Value, end of period...... $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
======== ======== ======== ======== ========

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted) $258,899 $252,458 $223,544 $238,188 $118,862
Ratio of expenses to average net assets<F1> 0.45%<F2> 0.45% 0.45%<F2> 0.45% 0.28%<F2>
Ratio of net investment income to average
net assets......................... 4.62%<F2> 3.09% 2.72%<F2> 3.28% 5.29%<F2>
Total return......................... 2.31%<F3> 3.13% 2.75%<F2> 3.42% 4.64%<F2>

Note: If agents of the Fund and agents of U.S. Treasury Reserves Portfolio had
not waived all or a portion of their fees during the periods indicated, the net
investment income per share and the ratios would have been as follows:

Net investment income per share...... $0.02094 $0.02667 $0.01537 $0.02922 $0.04055
RATIOS:
Expenses to average net assets<F1>... 0.85%<F2> 0.87% 0.85%<F2> 0.88% 0.90%<F2>
Net investment income to average
net assets......................... 4.22%<F2> 2.67% 2.31%<F2> 2.85% 4.68%<F2>

<FN>
<F1> Includes the Fund's share of U.S. Treasury Reserves Portfolio's allocated
expenses.
<F2> Annualized.
<F3> Not annualized.

See notes to financial statements
</TABLE>
<PAGE>

Premium U.S. Treasury Reserves

NOTES TO FINANCIAL STATEMENTS (unaudited)

(1) SIGNIFICANT ACCOUNTING POLICIES
Premium U.S. Treasury Reserves (the "Fund") is a diversified separate series of
Landmark Premium Funds (the "Trust"), a Massachusetts business trust. The Trust
is registered under the Investment Company Act of 1940, as amended, as an
open-end management investment company. The Fund invests all of its investable
assets in U.S. Treasury Reserves Portfolio (the "Portfolio"), a management
investment company for which Citibank, N.A. ("Citibank") serves as Investment
Adviser. The Landmark Funds Broker-Dealer Services, Inc. ("LFBDS") acts as the
Trust's Administrator and Distributor. Citibank also serves as Sub-Administrator
and makes Fund shares available to customers through various Shareholder
Servicing Agents.

The Trust seeks to achieve the Fund's investment objective of providing
Shareholders with liquidity and as high a level of current income from U.S.
Government obligations as is consistent with preservation of capital by
investing all of its investable assets in the Portfolio, an open-end,
diversified management investment company having the same investment objective
as the Fund. The value of such investment reflects the Fund's proportionate
interest (35.1% at February 28, 1995) in the net assets of the Portfolio.

The financial statements of the Portfolio, including the portfolio of
investments, are contained elsewhere in this report and should be read in
conjunction with the Fund's financial statements.

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

A. INVESTMENT INCOME -- The Fund earns income, net of Portfolio expenses, daily
on its investment in the Portfolio.

B. FEDERAL TAXES -- The Fund's policy is to comply with the provisions of the
Internal Revenue Code available to regulated investment companies and to
distribute to shareholders all of its taxable income. Accordingly, no provision
for federal income or excise tax is necessary.

C. DEFERRED ORGANIZATION EXPENSES -- Expenses incurred by the Fund in connection
with its organization have been deferred and are being amortized on a
straight-line basis not to exceed five years.

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

E. CHANGE IN FISCAL YEAR END -- On April 15, 1993, the Fund changed its fiscal
year end from December 31 to August 31.

F. OTHER -- All the net investment income of the Portfolio is allocated pro
rata, based on respective ownership interests, among the Fund and the other
investors in the Portfolio at the time of such determination.

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

(3) ADMINISTRATIVE SERVICES PLAN
The Trust has adopted an Administrative Services Plan which provides that the
Trust, on behalf of each Fund, may obtain the services of an Administrator, one
or more Shareholder Servicing Agents, and other Servicing Agents and may enter
into agreements providing for the payment of fees for such services. Under the
Trust's Administrative Services Plan, the aggregate of the fee paid to the
Administrator from the Fund and of the fees paid to the Shareholder Servicing
Agents from the Fund under such plan may not exceed 0.45% of the Fund's average
daily net assets on an annualized basis for the Fund's then-current fiscal year.

A. ADMINISTRATIVE FEES -- Under the terms of an Administrative Services
Agreement, LFBDS is entitled to an administrative fee from the Fund, as
compensation for overall administrative services and general office facilities
which is accrued daily and paid monthly at the annual rate of 0.15% of the
Fund's average daily net assets. The administrative fee amounted to $187,477, of
which $3,614 was voluntarily waived for the six months ended February 28, 1995.
Citibank acts as Sub-Administrator and performs such duties and receives such
compensation from LFBDS as from time to time is agreed to by LFBDS and Citibank.
The Fund pays no compensation directly to any Trustee or to any officer who is
affiliated with the Administrator, all of whom receive remuneration for their
services to the Fund from the Administrator or its affiliates. Certain of the
officers and a Trustee of the Fund are officers and a director of the
Administrator or its affiliates.

B. SHAREHOLDER SERVICING FEES -- The Trust, on behalf of the Fund, entered into
shareholder servicing agreements with each Shareholder Servicing Agent pursuant
to which the Shareholder Servicing Agent acts as an agent for its customers and
provides other related services. For their services, each Shareholder Servicing
Agent receives fees from the Fund, which may be paid periodically, which may not
exceed, on an annualized basis, an amount equal to 0.30% of the average daily
net assets of the Fund represented by shares owned during the period for which
payment is being made by investors for whom such Shareholder Servicing Agent
maintains a servicing relationship. The Shareholder Servicing Agent fees
amounted to $374,953, of which $249,969 was voluntarily waived for the six
months ended February 28, 1995.

(4) DISTRIBUTION FEES
The Trust adopted a Plan of Distribution pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended, in which the Fund reimburses the
Distributor for expenses incurred or anticipated in connection with the sale of
shares of the Fund, limited to an annual rate of 0.10% of the average daily net
assets of the Fund. The Fund accrued fees aggregating $124,984 for these
services, of which $60,080 was voluntarily waived for the six months ended
February 28, 1995.

(5) SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest ($0.00001 par value).

(6) INVESTMENT TRANSACTIONS Increases and decreases in the Fund's investment in
the Portfolio aggregated $233,614,736 and $232,917,321, respectively, for the
six months ended February 28, 1995.
<PAGE>

U.S. Treasury Reserves Portfolio

PORTFOLIO OF INVESTMENTS February 28, 1995 (unaudited)

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

U.S. TREASURY OBLIGATIONS -- 99.9%

U.S. TREASURY BILLS -- 95.2%
due 3/2/1995............................... $180,850 $180,825,290
due 3/16/1995.............................. 21,760 21,714,159
due 4/6/1995............................... 56,490 56,177,658
due 4/13/1995.............................. 41,140 40,858,247
due 4/20/1995.............................. 215,175 213,484,262
due 5/4/1995............................... 10,000 9,911,556
due 5/25/1995.............................. 75,000 73,969,965
due 6/29/1995.............................. 54,865 53,848,390
due 7/27/1995.............................. 10,000 9,786,633
due 8/24/1995.............................. 20,000 19,481,289
due 9/21/1995.............................. 10,000 9,684,367
due 10/19/1995............................. 15,000 14,362,000
------------
704,103,816
------------

U.S. TREASURY NOTES -- 4.7%
3.875% due 3/31/95......................... 35,000 34,961,130
------------

TOTAL INVESTMENTS, AT AMORTIZED COST .......... 99.9% 739,064,946
OTHER ASSETS, LESS LIABILITIES ................ 0.1 475,121
---- ------------
NET ASSETS .................................... 100.0% $739,540,067
====== ============

See notes to financial statements
<PAGE>

U.S. Treasury Reserves Portfolio

STATEMENT OF ASSETS AND LIABILITIES February 28, 1995 (unaudited)

ASSETS:
Investments, at amortized cost and value (Note 1A).............. $739,064,946
Cash............................................................ 2,948
Interest receivable............................................. 566,346
Deferred organization expenses (Note 1D)........................ 3,381
------------
Total assets.................................................. 739,637,621
------------
LIABILITIES:
Payable to affiliate-- investment advisory fee (Note 2A)........ 33,516
Accrued expenses and other liabilities.......................... 64,038
------------
Total liabilities............................................. 97,554
------------
NET ASSETS...................................................... $739,540,067
============
REPRESENTED BY:
Paid-in capital for beneficial interests........................ $739,540,067
============

U.S. Treasury Reserves Portfolio

STATEMENT OF OPERATIONS
For the Six Months Ended February 28, 1995 (unaudited)

INTEREST INCOME (Note 1B)................... $18,481,799
EXPENSES:
Investment Advisory fees (Note 2A).......... $ 546,414
Administrative fees (Note 2B)............... 182,138
Custodian fees.............................. 122,196
Auditing fees............................... 10,300
Trustee fees................................ 8,228
Legal fees.................................. 5,774
Amortization of organization expenses
(Note 1D)................................. 2,136
Miscellaneous............................... 37,269
---------
Total expenses............................ 914,455
Less aggregate amount waived by Investment
Adviser and Administrator
(Notes 2A and 2B)....................... (550,179)
---------
Net expenses.............................. 364,276
-----------
Net investment income..................... $18,117,523
===========

See notes to financial statements
<PAGE>
U.S. Treasury Reserves Portfolio

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
FEBRUARY 28, 1995 YEAR ENDED
(UNAUDITED) AUGUST 31, 1994
---------------- ---------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS:
Net investment income..................................................... $ 18,117,523 $ 19,484,825
--------------- ---------------
CAPITAL TRANSACTIONS:
Proceeds from contributions............................................... 1,572,839,123 1,195,331,966
Value of withdrawals...................................................... (1,577,985,691) (1,010,065,239)
--------------- ---------------

Net increase (decrease) in net assets from capital transactions......... (5,146,568) 185,266,727
--------------- ---------------
NET INCREASE IN NET ASSETS................................................ 12,970,955 204,751,552
NET ASSETS:
Beginning of period....................................................... 726,569,112 521,817,560
--------------- ---------------
End of period............................................................. $ 739,540,067 $ 726,569,112
=============== =============
</TABLE>
U.S. Treasury Reserves Portfolio

FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
MARCH 1, 1991
SIX MONTHS ENDED EIGHT MONTHS ENDED (COMMENCEMENT
FEBRUARY 28, 1995 YEAR ENDED AUGUST 31, 1993 YEAR ENDED OF OPERATIONS) TO
(UNAUDITED) AUGUST 31, 1994 (NOTE 1E) DECEMBER 31, 1992 DECEMBER 31, 1991
---------------- --------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
RATIOS/SUPPLEMENTAL DATA:
Net Assets, end of period
(000's omitted)............ $739,540 $726,569 $521,818 $590,769 $675,332
Ratio of expenses to average
net assets................ 0.10%<F1> 0.12% 0.20%<F1> 0.24% 0.19%<F1>
Ratio of net investment
income to average net
assets.................... 4.97%<F1> 3.43% 2.96%<F1> 3.59% 5.26%<F1>

Note: If the agents of the Portfolio had not voluntarily waived a portion of their fees for the periods indicated, the ratios would
have been as follows:

RATIOS:
Expenses to average net assets. 0.25%<F1> 0.26% 0.25%<F1> 0.25% 0.25%<F1>
Net investment income to
average net assets........... 4.82%<F1> 3.30% 2.91%<F1> 3.58% 5.19%<F1>

<FN>
<F1>Annualized.
</TABLE>

See notes to financial statements
<PAGE>
U.S. Treasury Reserves Portfolio

NOTES TO FINANCIAL STATEMENTS (unaudited)

(1) SIGNIFICANT ACCOUNTING POLICIES
U.S. Treasury Reserves Portfolio (the "Portfolio") is registered under the
Investment Company Act of 1940, as amended, as a no-load, diversified, open-end
management investment company which was organized as a trust under the laws of
the State of New York. The Declaration of Trust permits the Trustees to issue
beneficial interests in the Portfolio. The Landmark Funds Broker-Dealer
Services, Inc. ("LFBDS") acts as the Portfolio's Administrator and Citibank,
N.A. ("Citibank") acts as the Investment Adviser.

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

A. VALUATION OF INVESTMENTS -- Money market instruments are valued at amortized
cost, which the Trustees have determined in good faith constitutes fair value.
This method involves valuing a portfolio security at its cost and thereafter
assuming a constant amortization to maturity of any discount or premium. The
Portfolio's use of amortized cost is subject to the Portfolio's compliance with
certain conditions as specified under Rule 2a-7 of the Investment Company Act of
1940.

B. INTEREST INCOME AND EXPENSES -- Interest income consists of interest accrued
and discount earned (including both original issue and market discount),
adjusted for amortization of premium, on the investments of the Portfolio,
accrued ratably to the date of maturity, plus or minus net realized gain or
loss, if any, on investments. Expenses of the Portfolio are accrued daily.

C. FEDERAL INCOME TAXES -- The Portfolio's policy is to comply with the
applicable provisions of the Internal Revenue Code. Accordingly, no provision
for federal income taxes is necessary.

D. DEFERRED ORGANIZATION EXPENSES -- Expenses incurred by the Portfolio in
connection with its organization have been deferred and are being amortized on a
straight-line basis not to exceed five years.

E. CHANGE IN FISCAL YEAR END -- On April 15, 1993, the Portfolio changed its
fiscal year end from December 31 to August 31.

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

(2) INVESTMENT ADVISORY FEES AND ADMINISTRATIVE FEES

A. INVESTMENT ADVISORY FEES -- The investment advisory fees paid to Citibank, as
compensation for overall investment management services, amounted to $546,414,
of which $368,041 was voluntarily waived for the six months ended February 28,
1995. The investment advisory fee is computed at an annual rate of 0.15% of the
Portfolio's average daily net assets.

B. ADMINISTRATIVE FEES -- Under the terms of an Administrative Services
Agreement, the administrative fee paid to the Administrator, as compensation for
overall administrative services and general office facilities, is accrued daily
and paid monthly at the annual rate of 0.05% of the Portfolio's average daily
net assets. The administrative fee amounted to $182,138, all of which was
voluntarily waived for the six months ended February 28, 1995. The Portfolio
pays no compensation directly to any Trustee or any officer who is affiliated
with the Administrator, all of whom receive remuneration for their services to
the Portfolio from the Administrator or its affiliates. Certain of the officers
and a Trustee of the Portfolio are officers and a director of the Administrator
or its affiliates.

(3) INVESTMENT TRANSACTIONS
Purchases, maturities and sales of U.S. Treasury obligations, aggregated
$5,658,588,112 and $5,656,248,846, respectively, for the six months ended
February 28, 1995.

(4) LINE OF CREDIT
The Portfolio, along with other Landmark Funds, entered into an agreement with a
bank which allows the Funds collectively to borrow up to $40 million for
temporary or emergency purposes. Interest on borrowings, if any, is charged to
the specific fund executing the borrowing at the base rate of the bank. In
addition, the $15 million committed portion of the line of credit requires a
quarterly payment of a commitment fee based on the average daily unused portion
of the line of credit. For the six months ended February 28, 1995, the
commitment fee allocated to the Portfolio was $2,891. Since the line of credit
was established, there have been no borrowings.
<PAGE>
SHAREHOLDER
SERVICING AGENTS

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

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

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

[Logo] LANDMARK
FAMILY OF FUNDS

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

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

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

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

Balanced Fund
Equity Fund
International Equity Fund
Small Cap Equity Fund
<PAGE>

TRUSTEES AND OFFICERS
Philip W. Coolidge*, President
Mark T. Finn
Donald B. Otis
William S. Woods, Jr.

SECRETARY AND TREASURER
James B. Craver*

ASSISTANT TREASURER
Barbara M. O'Dette*

ASSISTANT SECRETARY
Molly S. Mugler*

*Affiliated Person of Administrator and Distributor
- - -----------------------------------------------------------------
INVESTMENT ADVISER
(OF U.S. TREASURY RESERVES PORTFOLIO)
Citibank, N.A.
153 East 53rd Street, New York, NY 10043

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

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

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

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

SHAREHOLDER SERVICING AGENTS
(See Inside of Cover)

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

This Report is Prepared & Printed on Recycled Paper [Recycle Logo]
PM/PUST/S/95
<PAGE>

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

PREMIUM LIQUID
RESERVES

SEMI-ANNUAL
REPORT
February 28, 1995
<PAGE>

- - --------------------------------------------------------------------------------
A LETTER TO OUR SHAREHOLDERS
- - --------------------------------------------------------------------------------
Dear Shareholder:

Throughout the period, the Cash Reserves Portfolio's investment adviser,
Citibank, N.A., managed the Portfolio in a manner consistent with the objective
stated in the Fund's prospectus: providing liquidity and as high a level of
current income as is consistent with the preservation of capital. Through its
investment in the Cash Reserves Portfolio, the Fund seeks to offer an attractive
yield and a competitive expense ratio by investing in a high-quality portfolio
of short-term domestic and foreign dollar-denominated money market instruments.

/s/Philip W. Coolidge

Philip W. Coolidge
President
March 20, 1995

1 Letter to Shareholders
- - -------------------------------------------------
2 Market Environment
Fund Snapshot
- - -------------------------------------------------
3 Fund Quotes
The Portfolio Manager Responds
Strategy and Outlook
- - -------------------------------------------------
4 Fund Data
7-Day Yield Comparisons
- - -------------------------------------------------
PREMIUM LIQUID RESERVES
5 Statement of Assets and Liabilities
Statement of Operations
- - -------------------------------------------------
6 Statement of Changes in Net Assets
Financial Highlights
- - -------------------------------------------------
7 Notes to Financial Statements
- - -------------------------------------------------
CASH RESERVES PORTFOLIO
9 Portfolio of Investments
- - -------------------------------------------------
11 Statement of Assets and Liabilities
Statement of Operations
- - -------------------------------------------------
12 Statement of Changes in Net Assets
Financial Highlights
- - -------------------------------------------------
13 Notes to Financial Statements

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

On February 4, 1994, the Federal Reserve Board began to raise short-term
interest rates in order to slow the growth of the U.S. economy and forestall an
acceleration of inflation. By the end of February 1995, the results of their
efforts had begun to take effect. As of this writing, the inflation rate remains
stable, the economy appears to be slowing and long-term interest rates, which
often reflect investors' confidence in fiscal and monetary policy, are
moderating from their 1994 highs.

The road to this relatively positive state of economic affairs, however,
was a rocky one. Six months ago, the economy was growing faster than its
productive capacity despite five consecutive increases in the federal funds
rate. Fixed-income investors remained concerned about the potential for a
resurgence of inflation, causing most long-term prices to fall sharply. In
response to these concerns, the Federal Reserve raised short-term interest rates
twice more--three-quarters of a percentage point in November and one-half of a
point in February--for a total of seven increases since February 4, 1994. During
that time, the federal funds rate doubled from three percent to six percent.

Although higher short-term interest rates put pressure on the prices of
longer term fixed-income securities, they had a positive effect on short-term,
cash equivalent investments. At the end of the reporting period, on February 28,
1995, yields on 3-month U.S. Treasury bills stood at 5.93%, 27.3% higher than
their 4.66% yields on September 1, 1994, six months earlier.
<PAGE>
WEEKLY AVERAGE
FEDERAL FUNDS RATE
[THE FOLLOWING DATA IS PRESENTED AS A GRAPH IN THE PRINTED REPORT]
Federal Funds
Rate (Effective)
3/4/94 3.28%
3/11/94 3.25%
3/18/94 3.19%
3/25/94 3.31%
4/1/94 3.49%
4/8/94 3.69%
4/15/94 3.37%
4/22/94 3.59%
4/29/94 3.59%
5/6/94 3.76%
5/13/94 3.70%
5/20/94 4.02%
5/27/94 4.22%
6/3/94 4.27%
6/10/94 4.13%
6/17/94 4.21%
6/24/94 4.19%
7/1/94 4.19%
7/8/94 4.38%
7/15/94 4.30%
7/22/94 4.30%
7/29/94 4.28%
8/5/94 4.28%
8/12/94 4.26%
8/19/94 4.35%
8/26/94 4.66%
9/2/94 4.72%
9/9/94 4.74%
9/16/94 4.70%
9/23/94 4.73%
9/30/94 4.66%
10/7/94 5.07%
10/14/94 4.62%
10/21/94 4.72%
10/28/94 4.72%
11/4/94 4.77%
11/11/94 4.74%
11/18/94 5.22%
11/25/94 5.53%
12/2/94 5.85%
12/9/94 5.47%
12/16/94 5.48%
12/23/94 5.56%
12/30/94 5.45%
1/6/95 5.40%
1/13/95 5.53%
1/20/95 5.45%
1/27/95 5.42%
2/3/95 5.63%
2/10/95 5.95%
2/17/95 5.93%
2/24/95 5.94%

Source: Federal Reserves Statistical Release H15

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

COMMENCEMENT OF OPERATIONS
May 3, 1990

NET ASSETS AS OF 2/28/95
$332.2 million

FUND OBJECTIVE

To provide its shareholders with liquidity and as high a level of current income
as is consistent with the preservation of capital.

DIVIDENDS
Accrued daily, paid monthly

BENCHMARKS
o Lipper Taxable Money Market Funds Average
o IBC/Donoghue 1st tier Taxable Money Market Funds Average

INVESTMENT ADVISER, CASH RESERVES PORTFOLIO
Citibank, N.A.
<PAGE>
- - --------------------------------------------------------------------------------
FUND QUOTES FROM THE PORTFOLIO MANAGER
- - --------------------------------------------------------------------------------

"We periodically took a more aggressive maturity stance than some other money
market funds as the market anticipated interest rate increases."

"Our strategy worked. We were able to earn higher yields and maintain liquidity
with longer dated securities."

"We modestly reduced our holdings of U.S. Treasury securities in favor of other
money market investments that offered high yields."

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

Although Citibank fully expected the Federal Reserve to tighten monetary
policy further during the six-month period, we felt that investors had already
incorporated higher interest rates into the marketplace. Consequently, we
maintained a longer average maturity than most other money market funds during
the period. This relatively aggressive maturity stance enabled us to capture
incrementally higher yields and earn higher returns for our shareholders.

We also actively managed the mix of short-term money market instruments in
the Portfolio. In a rising interest rate environment, we increased our exposure
to floating-rate securities issued by banks and corporations that provided a
degree of protection from rising yields. During most of the period, we employed
a "barbell" approach to portfolio management--very short-term investments in
time deposits, commercial paper and repurchase agreements were balanced by
longer term investments in U.S. Treasury bills and certificates of deposit. This
approach enabled us to lock in higher yields at the long end of the maturity
range while keeping cash available for higher yielding investments at the short
end of the maturity range.

Finally, the Board of Trustees of the Landmark Funds implemented a policy
change during the period. As of January 3, 1995, the Cash Reserves Portfolio is
restricted to investing only in money market instruments rated A1/P1 or its
equivalent (as rated by a nationally recognized statistical rating
organization), the highest credit rating available. Previously, the Portfolio
was permitted to invest up to 5% of its assets in A2/P2-rated securities.
However, the Portfolio did not choose to exercise this privilege and has had no
exposure to A2/P2-rated securities.

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

Citibank's strategy looking forward is the same one that we have employed
over the past six months: we intend to adjust the average maturity and
investment mix of the Portfolio in response to changes in economic and market
conditions. If short-term interest rates begin to fall over the next six months,
we are prepared to lengthen maturities to maintain higher yields for as long as
possible. If, on the other hand, interest rates begin to rise, we may shorten
maturities to help ensure participation in higher yielding investments as they
become available. In the meantime, we expect to carefully monitor the economy,
monetary policy and other factors that affect short-term money market
securities.

- - --------------------------------------------------------------------------------
FUND DATA All Periods Ended February 28, 1995 (unaudited)
- - --------------------------------------------------------------------------------

TOTAL RETURNS
----------------------------
SINCE
SIX ONE 5/3/90
MONTHS YEAR INCEPTION)*
------ ----- ----------
Premium Liquid Reserves.................... 2.56% 4.58% 4.78%
Lipper Taxable Money Market Funds Average.. 2.36% 4.10% 4.39%**

*Average Annual Total Return
**From 4/30/90

7-DAY YIELDS
- - ----------
Annualized Current 5.83%
Effective 6.00%

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

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

The effective yield is slightly higher than the current yield because of the
compounding effect of this assumed reinvestment.
<PAGE>
- - --------------------------------------------------------------------------------
7-DAY YIELD COMPARISONS
- - --------------------------------------------------------------------------------

AS THE GRAPH ILLUSTRATES, PREMIUM LIQUID RESERVES PROVIDED A HIGHER ANNUALIZED
SEVEN-DAY YIELD THAN THE AVERAGE OF COMPARABLE MONEY MARKET FUNDS, AS PUBLISHED
IN IBC/DONOGHUE'S MONEY FUND REPORT OVER THE ENTIRE ONE YEAR PERIOD.

COMPARISON OF 7-DAY YIELD FOR PREMIUM LIQUID RESERVES VS.
IBC/DONOGHUE 1ST TIER TAXABLE MONEY MARKET FUNDS AVERAGE

MONEY FUNDS - REPORTS
[THE FOLLOWING DATA IS PRESENTED AS A GRAPH IN THE PRINTED REPORT]
IBC/Donoghue
Landmark Premium 1st Tier Taxable
Liquid Money Market
Reserves Funds Average
3/1/94 3.08% 2.70%
3/8/94 3.12% 2.73%
3/15/94 3.12% 2.76%
3/22/94 3.21% 2.79%
3/29/94 3.32% 2.84%
4/5/94 3.37% 2.89%
4/12/94 3.32% 2.93%
4/19/94 3.36% 2.97%
4/26/94 3.49% 3.06%
5/3/94 3.49% 3.10%
5/10/94 3.54% 3.17%
5/17/94 3.68% 3.27%
5/24/94 3.88% 3.40%
5/31/94 3.92% 3.45%
6/7/94 3.93% 3.51%
6/14/94 3.95% 3.54%
6/21/94 4.03% 3.58%
6/28/94 4.05% 3.59%
7/5/94 4.07% 3.66%
7/12/94 4.10% 3.70%
7/19/94 4.17% 3.74%
7/26/94 4.20% 3.76%
8/2/94 4.22% 3.78%
8/9/94 4.19% 3.80%
8/16/94 4.20% 3.83%
8/23/94 4.45% 3.95%
8/30/94 4.52% 4.00%
9/6/94 4.55% 4.03%
9/13/94 4.53% 4.07%
9/20/94 4.57% 4.10%
9/27/94 4.58% 4.14%
10/4/94 4.64% 4.20%
10/11/94 4.61% 4.24%
10/18/94 4.63% 4.28%
10/25/94 4.57% 4.31%
11/1/94 4.70% 4.36%
11/8/94 4.57% 4.39%
11/15/94 4.73% 4.46%
11/22/94 5.04% 4.68%
11/29/94 5.23% 4.76%
12/6/94 5.18% 4.85%
12/13/94 5.26% 4.94%
12/20/94 5.27% 5.04%
12/27/94 5.34% 5.12%
1/3/95 5.41% 5.18%
1/10/95 5.32% 5.19%
1/17/95 5.28% 5.19%
1/24/95 5.36% 5.20%
1/31/95 5.51% 5.24%
2/7/95 5.67% 5.35%
2/14/95 5.77% 5.40%
2/21/95 5.83% 5.46%
2/28/95 5.83% 5.44%

Notes: The Fund seeks to maintain a stable $1.00 per share price, although there
is no assurance that this will be so on a continuing basis. Fund shares are not
insured or guaranteed by the U.S. Government. Yields and total returns will
fluctuate and past performance is no guarantee of future results. Total return
figures include reinvestment of dividends. Returns and yields reflect certain
voluntary fee waivers. If the waivers were not in place, the Fund's returns and
yields would have been lower.
<PAGE>
- - --------------------------------------------------------------------------------
Premium Liquid Reserves
- - --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES February 28, 1995 (unaudited)
- - --------------------------------------------------------------------------------

ASSETS:
Investment in Cash Reserves Portfolio, at value (Note 1)........ $333,474,425
Deferred organization expenses (Note 1D)........................ 2,933
-----------
Total assets................................................ 333,477,358
-----------
LIABILITIES:
Dividends Payable............................................... 663,325
Payable for shares of beneficial interest repurchased........... 497,055
Payable to affiliate-Shareholder Servicing Agents' fee (Note 3B. 24,978
Accrued expenses and other liabilities.......................... 87,836
-----------
Total liabilities........................................... 1,273,194
-----------
NET ASSETS for 332,204,164 shares of beneficial
interest outstanding........................................... $332,204,164
===========
NET ASSETS CONSIST OF:
Paid-in capital................................................. $332,204,164
===========
NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE .................................... $1.00
====

- - --------------------------------------------------------------------------------
Premium Liquid Reserves
- - --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS For the Six Months Ended February 28, 1995 (unaudited)
- - --------------------------------------------------------------------------------

INVESTMENT INCOME (Note 1A):
Income from Cash Reserves Portfolio................ $7,540,991
Allocated expenses from Cash Reserves Portfolio.... (135,558)
---------
Net investment income from Cash
Reserves Portfolio........................... $7,405,433

EXPENSES:
Shareholder Servicing Agents' fees (Note 3B)....... $ 404,455
Administrative fees (Note 3A)...................... 202,228
Distribution fees (Note 4)......................... 9,824
Trustee's fees..................................... 8,218
Amortization of organization expenses (Note 1D) ... 8,024
Legal fees......................................... 7,879
Custodian fees..................................... 7,719
Transfer agent fees................................ 5,902
Auditing fees...................................... 5,400
Miscellaneous...................................... 7,358
---------
Total expenses................................. 801,825
Less aggregate amount waived by
Administrator, Shareholder
Servicing Agents and
Distributor (Notes 3A, 3B and 4).............. (394,139)
----------
Net expenses................................... 407,686
----------
Net investment income.......................... $6,997,747
==========
See notes to financial statements
<PAGE>
- - --------------------------------------------------------------------------------
Premium Liquid Reserves
- - --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
- - --------------------------------------------------------------------------------

SIX MONTHS ENDED
FEBRUARY 28, 1995 YEAR ENDED
(UNAUDITED) AUGUST 31, 1994
---------------- ---------------
FROM INVESTMENT ACTIVITIES:
Net investment income, declared as
dividends to shareholders (Note 2) $ 6,997,747 $ 6,668,754
=========== ============
TRANSACTIONS IN SHARES OF BENEFICIAL
INTEREST AT NET ASSET VALUE OF
$1.00 PER SHARE (NOTE 5):
Proceeds from sale of shares.............. $ 824,941,440 $ 940,646,045
Net asset value of shares issued
to shareholders from reinvestment
of dividends............................. 3,753,948 3,610,019
Cost of shares repurchased................ (735,223,043) (899,519,766)
----------- -----------
Net Increase in Net Assets ............... 93,472,345 44,736,298
Net Assets:
Beginning of period....................... 238,731,819 193,995,521
----------- -----------
End of period............................. $ 332,204,164 $ 238,731,819
=========== ============

- - --------------------------------------------------------------------------------
Premium Liquid Reserves
- - --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MAY 3, 1990
SIX MONTHS ENDED YEAR ENDED AUGUST 31, (COMMENCEMENT OF
FEBRUARY 28, 1995 ---------------------------------------- OPERATIONS) TO
(UNAUDITED) 1994 1993 1992 1991 AUGUST 31, 1990
---------------- ----- ---- ---- ---- ---------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, beginning of period .......... 1.00000 $ 1.00000 $ 1.00000 $ 1.00000 $ 1.00000 $ 1.00000
Net investment income.......................... 0.02530 0.03432 0.02957 0.04281 0.06794 0.02598
Less dividends from net investment
income..................................... (0.02530) (0.03432) (0.02957) (0.04281) (0.06794) (0.02598)
-------- -------- -------- -------- -------- --------
Net Asset Value, end of period................. $ 1.00000 $ 1.00000 $ 1.00000 $ 1.00000 $ 1.00000 $ 1.00000
======== ======== ======== ======== ======== ========
RATIOS/SUPPLEMENTAL DATA:
Net Assets, end of period
(000 omitted)................................. $ 332,204 $ 238,732 $ 193,996 $ 258,077 $ 262,143 $ 1,507
Ratio of expenses to average net
assets<F1>................................. 0.40%<F2> 0.40% 0.40% 0.40% 0.43% 0.45%<F2>
Ratio of net investment income to
average net assets ........................ 5.19%<F2> 3.47% 2.94% 4.24% 6.27% 7.81%<F2>
Total return .................................. 2.56%<F3> 3.49% 3.00% 4.40% 7.01% 7.86%<F2>

Note: If agents of the Fund and agents of Cash Reserves Portfolio had not waived all or a portion of their fees during the periods
indicated, the net investment income per share and the ratios would have been as follows:

Net investment income per share............ $ 0.02354 $ 0.02962 $ 0.02514 $ 0.03847 $ 0.06274 $ 0.01916
Ratios:
Expenses to average net assets<F1>......... 0.84%<F2> +0.88% 0.85% 0.83% 0.91% 2.50%<F2>
Net investment income to average
net assets............................. 4.76%<F2> 2.99% 2.50% 3.81% 5.79% 5.76%<F2>

<FN>
<F1>Includes the Fund's share of Cash Reserves Portfolio's allocated expenses
<F2>Annualized
<F3>Not Annualized

See notes to financial statements
</TABLE>
<PAGE>
- - --------------------------------------------------------------------------------
Premium Liquid Reserves
- - --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (unaudited)
- - --------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
Premium Liquid Reserves (the "Fund") is a separate diversified series of
Landmark Premium Funds (the "Trust"), a Massachusetts business trust. The Trust
is registered under the Investment Company Act of 1940, as amended, as an
open-end management investment company. The Fund invests all of its investable
assets in Cash Reserves Portfolio (the "Portfolio"), a management investment
company for which Citibank, N.A. ("Citibank") serves as Investment Adviser. The
Landmark Funds Broker-Dealer Services, Inc. ("LFBDS") acts as the Trust's
Administrator and Distributor. Citibank also serves as Sub-Administrator and
makes Fund shares available to customers through various Shareholder Servicing
Agents.

The Trust seeks to achieve the Fund's investment objective of providing
liquidity and as high a level of current income as is consistent with the
preservation of capital by investing all of its investable assets in the
Portfolio, an open-end, diversified management investment company having the
same investment objective as the Fund. The value of such investment reflects the
Fund's proportionate interest (17.0% at February 28, 1995) in the net assets of
the Portfolio.

The financial statements of the Portfolio, including the portfolio of
investments, are contained elsewhere in this report and should be read in
conjunction with the Fund's financial statements.

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

A. INVESTMENT INCOME -- The Fund earns income, net of Portfolio expenses, daily
on its investment in the Portfolio.

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

D. DEFERRED ORGANIZATION EXPENSES -- Expenses incurred by the Fund in connection
with its organization have been deferred and are being amortized on a
straight-line basis not to exceed five years.

E. OTHER -- All the net investment income of the Portfolio is allocated pro
rata, based on respective ownership interests, among the Fund and the other
investors in the Portfolio at the time of such determination.

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

(3) ADMINISTRATIVE SERVICES PLAN
The Trust has adopted an Administrative Services Plan which provides that the
Trust, on behalf of each Fund, may obtain the services of an Administrator, one
or more Shareholder Servicing Agents, and other Servicing Agents, and may enter
into agreements providing for the payment of fees for such services. Under the
Trust's Administrative Services Plan, the aggregate of the fee paid to the
Administrator from the Fund and of the fees paid to the Shareholder Servicing
Agents from the Fund under such Plan may not exceed 0.45% of the Fund's average
daily net assets on an annualized basis for the Fund's then-current fiscal year.

A. ADMINISTRATIVE FEES -- Under the terms of an Administrative Services
Agreement, LFBDS is entitled to an administrative fee from the Fund, as
compensation for overall administrative services and general office facilities,
which is accrued daily and paid monthly at an annual rate of 0.15% of the Fund's
average daily net assets. The administrative fee amounted to $202,228, of which
$4,833 was voluntarily waived for the six months ended February 28, 1995.
Citibank acts as Sub-Administrator and performs such duties and receives such
compensation from LFBDS as from time to time is agreed to by LFBDS and Citibank.
The Fund pays no compensation directly to any Trustee or any officer who is
affiliated with the Administrator, all of whom receive remuneration for their
services to the Fund from the Administrator or its affiliates. Certain of the
officers and a Trustee of the Fund are officers and a director of the
Administrator or its affiliates.

B. SHAREHOLDER SERVICING AGENT FEES -- The Trust, on behalf of the Fund, has
entered into shareholder servicing agreements with each Shareholder Servicing
Agent pursuant to which the Shareholder Servicing Agent acts as an agent for its
customers and provides other related services. For their services, each
Shareholder Servicing Agent receives fees from the Fund, which may be paid
periodically, which may not exceed, on an annualized basis, an amount equal to
0.30% of the average daily net assets of the Fund represented by shares owned
during the period for which payment is being made by investors for whom such
Shareholder Servicing Agent maintains a servicing relationship. Shareholder
Servicing Agent fees amounted to $404,455, of which $269,637 was voluntarily
waived for the six months ended February 28, 1995.

(4) DISTRIBUTION FEES
The Trust has adopted a Plan of Distribution pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended, in which the Fund reimburses the
Distributor for expenses incurred or anticipated, in connection with the sale of
shares of the Fund, limited to an annual rate of 0.10% of the average daily net
assets of the Fund. Distribution fees amounted to $134,818, of which $119,669
was voluntarily waived for the six months ended February 28, 1995.

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

(6) INVESTMENT TRANSACTIONS
Increases and decreases in the Fund's investment in the Portfolio aggregated
$404,462,439 and $317,453,888, respectively, for the six months ended February
28, 1995.
<PAGE>
- - --------------------------------------------------------------------------------
Cash Reserves Portfolio
- - --------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS February 28, 1995 (unaudited)
- - --------------------------------------------------------------------------------

PRINCIPAL
AMOUNT
ISSUER (000'S) VALUE
- - --------------------------------------------------------------------------------
BANK NOTES--5.2%
Bank of New York
6.90%, due 11/28/95 .................. $50,000 $ 49,957,968
Nationsbank, Texas
7.55%, due 1/9/96 .................... 25,000 25,007,277
Northern Trust Bank Co.
5.75%, due 7/20/95 ................... 28,000 27,994,808
-----------
102,960,053
===========
CERTIFICATES OF DEPOSIT
(EURODOLLARS)--3.4%
Barclays Bank
6.94%, due 10/17/95 .................. 67,000 66,982,682
-----------
CERTIFICATES OF DEPOSIT
(YANKEE)--24.5%
Amro
6.08%, due 3/30/95 ................... 23,000 23,001,100
Bank of Montreal
6.05%, due 4/17/95 ................... 40,000 40,000,259
Bank of Nova Scotia
6.09%, due 3/30/95 ................... 90,000 90,002,381
Dai Ichi Kangyo, New York
6.22%, due 5/8/95..................... 55,000 55,001,023
Fuji Bank,
6.05%, due 3/24/95.................... 100,000 100,000,000
Mitsubishi Bank, New York
7.35%, due 12/6/95.................... 50,000 50,000,000
7.625%, due 12/29/95.................. 25,000 25,036,901
Societe Generale Bank
6.00%, due 3/1/95..................... 50,000 50,000,000
7.41%, due 1/23/96.................... 25,000 25,002,119
Sumitomo Bank
6.20%, due 5/22/95.................... 25,000 25,000,561
----------
483,044,344
----------
COMMERCIAL PAPER--9.1%
Bankers Trust Co., New York
6.05%, due 3/28/95.................... 50,000 49,773,125
Ford Motor Credit Corp.
6.05%, due 3/28/95.................... 85,000 84,614,313
General Electric Capital Co.
6.73%, due 10/16/95................... 25,000 23,929,743
Merrill Lynch & Co. Inc.
5.98%, due 3/10/95.................... 20,000 19,970,100
-----------
178,287,281
-----------
FLOATING RATE NOTES--27.4%
Bank One, Chicago
6.15%, due 2/12/96.................... 50,000 50,000,000
Bankers Trust Co., New York
6.17%, due 6/20/95.................... 30,000 29,995,624
Boatmens Bank Southern Missouri
6.14%, due 8/3/95..................... 50,000 49,995,753
Boatmens First National Bank, Kansas
6.19%, due 2/14/96.................... 40,000 40,000,000
FCC National Bank, Delaware
6.17%, due 12/20/95................... 50,000 50,000,000
General Electric Capital Co.
6.115%, due 2/16/96................... 50,000 49,983,077
6.14%, due 5/22/95.................... 25,000 25,000,000
Key Bank, N.Y.
6.09%, due 9/26/95.................... 50,000 49,977,096
Pittsburgh National Bank
6.04%, due 7/26/95.................... 70,000 69,971,808
Royal Bank of Canada
6.24%, due 6/8/95..................... 25,000 25,000,000
Society National Bank
6.09%, due 9/6/95..................... 50,000 49,977,216
Svenska Handelsbanken
6.05%, due 6/28/95.................... 50,000 49,993,200
----------
539,893,774
----------
TIME DEPOSIT--9.6%
Dai Ichi Kangyo, New York
6.063%, due 3/1/95 ................... 40,000 40,000,000
NationsBank Corp.
6.063%, due 3/1/95.................... 70,000 70,000,000
State Street Bank, Cayman Islands
6.125%, due 3/1/95.................... 78,335 78,335,000
----------
188,335,000
-----------
UNITED STATES AGENCY--3.1%
Federal National Mortgage Association
6.00%, due 3/2/95..................... 20,500 20,496,583
6.86%, due 2/28/96.................... 40,000 39,965,719
-----------
60,462,302
-----------
UNITED STATES GOVERNMENT--9.7%
United States Treasury Bills
5.19%, due 7/27/95.................... 50,000 48,933,167
5.355%, due 8/24/95................... 145,000 141,202,067
-----------
190,135,234
----------
REPURCHASE AGREEMENT--8.9%
Salomon Repurchase Agreement
6.13% and 6.20%, dated 2/28/95,
due 3/1/95 proceeds
at maturity $175,029,896
(secured by $211,021,000
U.S. Treasury Note, 6.25%,
due 8/15/23).......................... 175,000 175,000,000
-----------

TOTAL INVESTMENTS
AT AMORTIZED COST.................... 100.9% 1,985,100,670
OTHER ASSETS, LESS LIABILITIES.......... (0.9%) (17,215,405)
------ --------------
NET ASSETS.............................. 100.0% $1,967,885,265
====== ==============

See notes to financial statements
<PAGE>

- - --------------------------------------------------------------------------------
Cash Reserves Portfolio
- - --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES February 28, 1995 (unaudited)
- - --------------------------------------------------------------------------------

ASSETS:
Investments at value (Note 1A)....................... $1,985,100,670
Cash................................................. 410
Interest receivable.................................. 8,275,010
Deferred organization expenses (Note 1E)............. 2,117
--------------
Total assets..................................... $1,993,378,207
--------------
LIABILITIES:
Payable for investments purchased.................... 25,335,382
Payable to affiliate--
investment advisory fee (Note 2A).................. 51,757
Accrued expenses and other liabilities............... 105,803
--------------
Total liabilities................................ 25,492,942
--------------
NET ASSETS .......................................... $1,967,885,265
==============
REPRESENTED BY:
Paid-in capital for beneficial interests............. $1,967,885,265
==============

- - --------------------------------------------------------------------------------
Cash Reserves Portfolio
- - --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS For the Six Months Ended February 28, 1995 (unaudited)
- - --------------------------------------------------------------------------------

INTEREST INCOME (Note 1B)...................... $56,663,200
EXPENSES:
Investment advisory fees (Note 2A)............. $ 1,541,592
Administrative fees (Note 2B).................. 513,864
Custodian fees................................. 300,442
Auditing fees.................................. 20,800
Trustees fees.................................. 20,621
Legal fees..................................... 7,635
Amortization of organization expenses
(Note 1E).................................... 5,593
Miscellaneous.................................. 74,249
----------
Total expenses............................... 2,484,796

Less aggregate amount waived by Investment
Adviser and Administrator
(Notes 2A and 2B).......................... (1,457,066)
----------
Net expenses................................. 1,027,730
-----------
Net investment income........................ $55,635,470
===========
See notes to financial statements
<PAGE>
- - --------------------------------------------------------------------------------
Cash Reserves Portfolio
- - --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
- - --------------------------------------------------------------------------------

SIX MONTHS ENDED
FEBRUARY 28, 1995 YEAR ENDED
(UNAUDITED) AUGUST 31, 1994
----------------- ---------------

INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS:
Net investment income.................... $ 55,635,470 $ 46,640,474
-------------- --------------

CAPITAL TRANSACTIONS:
Proceeds from contributions............. 10,786,097,742 11,522,208,314
Value of withdrawals.................... (11,021,208,534) (10,202,958,307)
--------------- ---------------
Net increase (decrease) in net
assets from capital transaction........ (235,110,792) 1,319,250,007
--------------- ---------------

NET INCREASE (DECREASE) IN NET ASSETS .. (179,475,322) 1,365,890,481
NET ASSETS:
Beginning of period..................... 2,147,360,587 781,470,106
--------------- ---------------
End of period........................... $ 1,967,885,265 $ 2,147,360,587
=============== ===============

- - --------------------------------------------------------------------------------
Cash Reserves Portfolio
- - --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- - --------------------------------------------------------------------------------

MAY 3, 1990
SIX MONTHS ENDED YEAR ENDED AUGUST 31, (COMMENCEMENT OF
FEBRUARY 28, 1995 ---------------------------------------- OPERATIONS) TO
(UNAUDITED) 1994 1993 1992 1991 AUGUST 31, 1990
---------------- ---- ---- ---- ---- ---------------

<S> <C> <C> <C> <C> <C> <C>
RATIOS/SUPPLEMENTAL DATA:
Net Assets (000 omitted)............................ $1,967,885 $ 2,147,361 $ 781,470 $901,024 $847,811 $415,400

Ratio of expenses to average net assets ............ 0.10%<F1> 0.11% 0.20% 0.25% 0.25% 0.26%<F1>
Ratio of net investment income to
average net assets................................ 5.41%<F1> 3.87% 3.15% 4.42% 6.75% 8.01%<F1>

Note: If agents of the Portfolio had not voluntarily waived a portion of their fees for the periods indicated, the ratios would
have been as follows:

Ratios:
Ratio of expenses to average net assets .......... 0.24%<F1> 0.24% 0.25% 0.25% 0.25% 0.26%<F1>
Net investment income to average net assets....... 5.27%<F1> 3.74% 3.10% 4.42% 6.75% 8.01%<F1>

<FN>
<F1>Annualized

See notes to financial statements
</TABLE>
<PAGE>

- - --------------------------------------------------------------------------------
Cash Reserves Portfolio
- - --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (unaudited)
- - --------------------------------------------------------------------------------

(1) SIGNIFICANT ACCOUNTING POLICIES
Cash Reserves Portfolio (the "Portfolio") is registered under the U.S.
Investment Company Act of 1940, as amended, as a no-load, diversified, open-end
management investment company which was organized as a trust under the laws of
the State of New York. The Declaration of Trust permits the Trustees to issue
beneficial interests in the Portfolio. Signature Financial Group (Grand Cayman),
Ltd. ("SFG") acts as the Portfolio's Administrator and Citibank, N.A.
("Citibank") acts as the Investment Adviser.

The significant accounting policies consistently followed by the Portfolio are
in conformity with U.S. generally accepted accounting principles and are as
follows:

B. INTEREST INCOME AND EXPENSES -- Interest income consists of interest accrued
and discount earned (including both original issue and market discount) on the
investments of the Portfolio, accrued ratably to the date of maturity, plus or
minus net realized gain or loss, if any, on investments. Expenses of the
Portfolio are accrued daily.

C. U.S. FEDERAL INCOME TAXES -- The Portfolio is considered a partnership under
the U.S. Internal Revenue Code. Accordingly, no provision for federal income
taxes is necessary.

D. REPURCHASE AGREEMENTS -- It is the policy of the Portfolio to require the
custodian bank to take possession, to have legally segregated in the Federal
Reserve Book Entry System or to have segregated within the custodian bank's
vault, all securities held as collateral in support of repurchase agreement
investments. Additionally, procedures have been established by the Portfolio to
monitor, on a daily basis, the market value of the repurchase agreement's
underlying investments to ensure the existence of a proper level of collateral.

E. DEFERRED ORGANIZATION EXPENSES -- Expenses incurred by the Portfolio in
connection with its organization have been deferred and are being amortized on a
straight-line basis not to exceed five years.

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

(2) INVESTMENT ADVISORY FEE AND ADMINISTRATIVE FEE
A. INVESTMENT ADVISORY FEE -- The investment advisory fee paid to Citibank, as
compensation for overall investment management services, amounted to $1,541,592,
of which $943,202 was voluntarily waived for the six months ended February 28,
1995. The investment advisory fee is computed at an annual rate of 0.15% of the
Portfolio's average daily net assets.

B. ADMINISTRATIVE FEE -- Under the terms of an Administrative Services
Agreement, the administrative fee paid to the Administrator, as compensation for
overall administrative services and general office facilities, is computed at
the annual rate of 0.05% of the Portfolio's average daily net assets. The
administrative fee amounted to $513,864, all of which was voluntarily waived for
the six months ended February 28, 1995. The Portfolio pays no compensation
directly to any Trustee or to any officer who is affiliated with the
Administrator, all of whom receive remuneration for their services to the
Portfolio from the Administrator or its affiliates. Certain of the officers and
a Trustee of the Portfolio are officers and a director of the Administrator or
its affiliates.

(3) INVESTMENT TRANSACTIONS
Purchases and maturities and sales of money market instruments aggregated
$76,662,967,372 and $76,886,693,668, respectively, for the six months ended
February 28, 1995.

(4) LINE OF CREDIT
The Portfolio, along with other Landmark Funds, entered into an agreement with a
bank which allows the Funds collectively to borrow up to $40 million for
temporary or emergency purposes. Interest on borrowings, if any, is charged to
the specific fund executing the borrowing at the base rate of the bank. In
addition, the $15 million committed portion of the line of credit requires a
quarterly payment of a commitment fee based on the average daily unused portion
of the line of credit. For the six months ended February 28, 1995, the
commitment fee allocated to the Portfolio was $9,388. Since the line of credit
was established, there have been no borrowings.
<PAGE>
SHAREHOLDER SERVICING AGENTS
- - --------------------------------------------------------------------------------

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

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

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

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

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

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

Balanced Fund
Equity Fund
International Equity Fund
Small Cap Equity Fund
<PAGE>
TRUSTEES AND OFFICERS
Philip W. Coolidge*, President
Mark T. Finn
Donald B. Otis
William S. Woods, Jr.

SECRETARY AND TREASURER
James B. Craver*

ASSISTANT TREASURER
Barbara M. O'Dette*

ASSISTANT SECRETARY
Molly S. Mugler*
*Affiliated Person of Administrator and Distributor

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

INVESTMENT ADVISER
(OF CASH RESERVES PORTFOLIO)
Citibank, N.A.
153 East 53rd Street, New York, NY 10043

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

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

AUDITORS
Price Waterhouse LLP
160 Federal Street, Boston, MA 02110

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

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

SHAREHOLDER SERVICING AGENTS
(See Inside Cover)

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

This Report is Prepared & Printed on Recycled Paper (Recycle Logo)
PM/PLR/S/95