LANDMARK PREMIUM FUNDS, N-30B-2, 1997-04-23

LANDMARK PREMIUM FUNDS
N-30B-2, 1997-04-23

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<PAGE>
TRUSTEES AND OFFICERS
Philip W. Coolidge*, President
Mark T. Finn
Riley C. Gilley
William S. Woods, Jr.

SECRETARY
Linda T. Gibson*

TREASURER
John R. Elder*

*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

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

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

SHAREHOLDER SERVICING AGENTS
(See Inside Cover)

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

PM/PLR/S/97 Printed on Recycled Paper [recycle symbol]

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

PREMIUM

PREMIUM LIQUID
RESERVES

SEMI-ANNUAL REPORT
February 28, 1997
<PAGE>
- --------------------------------------------------------------------------------
A LETTER TO OUR SHAREHOLDERS

Dear Shareholder:

Money market securities produced competitive returns commensurate with low
levels of risk during the six-month period ended February 28, 1997. When the
period began, the economic environment was one of subdued growth, unchanged
monetary policy, relatively low interest rates and low inflation, albeit with a
moderately upward bias. These conditions soon changed: the fourth quarter of
1996 saw more robust economic growth than most economists had expected. Yet, the
absence of accompanying inflationary pressures has enabled the Federal Reserve
Board to hold monetary policy steady and keep interest rates low.

In this environment, the Landmark Funds' investment adviser, Citibank,
N.A., continued to manage Cash Reserves Portfolio with the goal of achieving its
investment objectives: providing liquidity and as high a level of current income
as is consistent with the preservation of capital. 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.

This report reviews the Fund's investment activities and performance during
the six months ended February 28, 1997, and provides a summary of Citibank's
perspective on and outlook for the money market securities marketplace. On
behalf of the Board of Trustees of the Landmark Funds, I want to thank you for
your confidence and participation.

/s/ Philip W. Coolidge

Philip W. Coolidge
President
March 14, 1997

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

TABLE OF CONTENTS
1 A Letter to Our Shareholders
- --------------------------------------------------------------------------------
2 Market Environment
Fund Snapshot
- --------------------------------------------------------------------------------
Fund Quotes
3 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
<PAGE>
- --------------------------------------------------------------------------------
MARKET ENVIRONMENT
Although the economy during the first half of 1996 was stronger than most
economists expected, by September economic growth had moderated to a rate well
below the level at which the Federal Reserve Board's monetary policy-makers
begin to worry about inflation. This favorable environment proved to be positive
for most fixed-income securities, in large part because the Federal Reserve was
able to hold monetary policy steady after their most recent rate cut in January,
1996.

By the end of January, 1997, however, it became apparent that the U.S.
economy had accelerated at an annualized 4.7% rate during the fourth quarter of
1996, a higher level of growth than most market-watchers expected. This
increase, coupled with gains in employment and industrial production, once again
raised concern among some investors that an acceleration of inflation might be
imminent. Yet, other reliable leading indicators of inflation subsequently told
a different story, reassuring the markets that low levels of inflation were
likely to continue.

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

COMMENCEMENT OF OPERATIONS
May 3, 1990

NET ASSETS AS OF 2/28/97
$357.2 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
Declared daily, paid monthly

BENCHMARKS
o Lipper Taxable Money Market Funds Average
o IBC 1st Tier Taxable Money Market Funds Average

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

"Fourth quarter 1996 economic growth was stronger than expected, and we are
watching carefully to see if that strength continues or returns to
noninflationary levels."

"We have kept our average maturity long since rates rose last July to their
highest levels of 1996. We extended maturities at that time to lock in as much
yield as we possibly could."

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

As economic activity slowed in August and September, the likelihood of a
more restrictive monetary policy and higher interest rates moderated. In fact,
interest rates declined modestly, retracing some of their gains from earlier in
the year. Our strategy in this environment was to lengthen our average maturity
cautiously to maintain prevailing yields for as long as practical. We maintained
this relatively aggressive posture until mid-January, 1997, when we began to
shorten the Portfolio's average duration toward a more neutral position in order
to protect our shareholders from the effects of potentially higher interest
rates and to make funds available for higher yielding money market securities if
they became available.

Throughout the period, our security selection process led us to
high-quality commercial paper issued by strong, creditworthy banks on Citibank's
approved list. Compared to other money market instruments available to the
Portfolio such as U.S. Treasury bills, bankers acceptances, certificates of
deposit and other short-term obligations, commercial paper provided competitive
yields and low levels of risk.

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

While our outlook for 1997 is optimistic, we remain cautious over the near
term. If economic growth during the first half of 1997 is as strong as it was in
the fourth quarter of 1996, the resulting increase in inflationary pressures
could prompt the Federal Reserve to raise key short-term interest rates. Such an
event would probably be a negative influence on stocks and bonds, but could
produce higher yields for money market instruments. If, on the other hand, the
fourth quarter's economic strength was a temporary anomaly, we could see a
market environment remarkably similar to the one that prevailed in the third
quarter of 1996: moderate growth, low inflation, modestly declining interest
rates and an unchanged monetary policy.

Our strategy in this uncertain environment is to maintain a somewhat less
aggressive maturity stance. If economic growth picks up from current levels, we
will attempt to reduce the Portfolio's average maturity to the short end of the
neutral range to try to take maximum advantage of higher yielding opportunities.
On the other hand, if the economy slows, we will attempt to lengthen the
Portfolio's average maturity to try to maintain competitive yields in a
declining interest rate environment. We will also continue to reevaluate
regularly the mix of money market instruments in the Portfolio. Our goal in this
regard is to participate in those areas of the marketplace with the best
prospects for income and safety over the months ahead.
<PAGE>
- --------------------------------------------------------------------------------
FUND DATA All Periods Ended February 28, 1997 (unaudited)

<TABLE>
<CAPTION>
TOTAL RETURNS
-------------------------------------------
SINCE
SIX ONE FIVE 5/3/90
MONTHS** YEAR YEARS* (INCEPTION)*
------- ------ ------ ---------
<S> <C> <C> <C> <C>
Premium Liquid Reserves ............................ 2.58% 5.24% 4.40% 5.00%
Lipper Taxable Money Market Funds Average .......... 2.34% 4.76% 4.00% 4.63%+

* Average Annual Total Return
** Not Annualized
+ From 5/1/90
</TABLE>

7-DAY YIELDS
- ------------
Annualized Current 5.16%
Effective 5.29%

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.

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

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

As the graph illustrates, Premium Liquid Reserves provided a higher annualized
seven-day yield than a comparable IBC's Money Fund Report Averages(TM) as
published in IBC Money Fund Report(TM), for the one year period.

Landmark Premium IBC 1st Tier Taxable
Liquid Reserves Money Market Funds Average
---------------- --------------------------
3/5/96 5.22% 4.74%
3/12/96 5.04% 4.67%
3/19/96 5.14% 4.70%
3/26/96 5.04% 4.68%
4/2/96 5.08% 4.70%
4/9/96 5.02% 4.68%
4/16/96 5.04% 4.70%
4/23/96 5.03% 4.67%
4/30/96 5.09% 4.68%
5/7/96 5.04% 4.67%
5/14/96 5.03% 4.67%
5/21/96 5.04% 4.67%
5/28/96 5.04% 4.67%
6/4/96 5.08% 4.69%
6/11/96 5.06% 4.68%
6/18/96 5.08% 4.69%
6/25/96 5.12% 4.71%
7/2/96 5.13% 4.73%
7/9/96 5.15% 4.72%
7/16/96 5.07% 4.72%
7/23/96 5.08% 4.73%
7/30/96 5.10% 4.74%
8/6/96 5.23% 4.78%
8/13/96 5.10% 4.73%
8/20/96 5.09% 4.74%
8/27/96 5.06% 4.73%
9/3/96 5.11% 4.74%
9/10/96 5.08% 4.74%
9/17/96 5.11% 4.75%
9/24/96 5.08% 4.75%
10/1/96 5.17% 4.78%
10/8/96 5.11% 4.75%
10/15/96 5.14% 4.76%
10/22/96 5.10% 4.74%
10/29/96 5.12% 4.75%
11/5/96 5.15% 4.75%
11/12/96 5.12% 4.74%
11/19/96 5.19% 4.75%
11/26/96 5.11% 4.75%
12/3/96 5.20% 4.78%
12/10/96 5.11% 4.74%
12/17/96 5.13% 4.76%
12/24/96 5.11% 4.78%
12/31/96 5.23% 4.82%
1/7/97 5.25% 4.81%
1/14/97 5.13% 4.76%
1/21/97 5.14% 4.76%
1/28/97 5.15% 4.75%
2/4/97 5.19% 4.78%
2/11/97 5.13% 4.75%
2/18/97 5.13% 4.74%
2/25/97 5.11% 4.73%

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, 1997 (unaudited)
<TABLE>
<S> <C>
ASSETS:
Investment in Cash Reserves Portfolio, at value (Note 1) .................................... $359,180,865
Receivable for shares of beneficial interest sold ........................................... 44,470
------------
Total assets ............................................................................... 359,225,335
------------

LIABILITIES:
Payable for shares of beneficial interest repurchased ....................................... 1,380,211
Dividends payable ........................................................................... 554,545
Payable to affiliate-Shareholder Servicing Agents' fee (Note 3B) ............................ 26,806
Accrued expenses and other liabilities ...................................................... 90,979
------------
Total liabilities .......................................................................... 2,052,541
------------
NET ASSETS for 357,172,794 shares of beneficial interest outstanding ........................ $357,172,794
============

NET ASSETS CONSIST OF:
Paid-in capital ............................................................................. $357,172,794
============

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

Premium Liquid Reserves
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the Six Months Ended February 28, 1997 (unaudited)
<TABLE>
INVESTMENT INCOME (Note 1B):
<S> <C> <C>
Income from Cash Reserves Portfolio ....................................... $10,341,604
Allocated expenses from Cash Reserves Portfolio ........................... (185,539)
-----------
$10,156,065

EXPENSES:
Administrative fees (Note 3A) ............................................. $ 644,017
Shareholder Servicing Agents' fees (Note 3B) .............................. 184,005
Distribution fees (Note 4) ................................................ 184,005
Shareholder reports ....................................................... 11,800
Custodian fees ............................................................ 10,595
Transfer agent fees ....................................................... 6,267
Auditing fees ............................................................. 4,917
Legal fees ................................................................ 4,675
Trustees' fees ............................................................ 2,708
Other ..................................................................... 19,736
-----------
Total expenses ........................................................... 1,072,725
Less aggregate amount waived by Administrator
and Distributor (Notes 3A and 4) ....................................... (513,376)
-----------
Net expenses ............................................................. 559,349
-----------
Net investment income .................................................... $ 9,596,716
===========
</TABLE>

See notes to financial statements
<PAGE>
Premium Liquid Reserves
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
SIX MONTHS ENDED
FEBRUARY 28, 1997 YEAR ENDED
(UNAUDITED) AUGUST 31, 1996
--------------- ---------------
<S> <C> <C>
Net investment income, declared as dividends to shareholders (Note 2) $ 9,596,716 $ 18,811,761
=============== ===============
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST AT NET ASSET
VALUE OF $1.00 PER SHARE (NOTE 5):
Proceeds from sale of shares ................................ $ 1,052,705,488 $ 1,830,509,438
Net asset value of shares issued to shareholders
from reinvestment of dividends ............................. 5,350,324 10,791,641
Cost of shares repurchased .................................. (1,081,185,563) (1,884,990,092)
--------------- ---------------
NET DECREASE IN NET ASSETS .................................. (23,129,751) (43,689,013)
NET ASSETS:
Beginning of period ......................................... 380,302,545 423,991,558
--------------- ---------------
End of period ............................................... $ 357,172,794 $ 380,302,545
=============== ===============
</TABLE>

Premium Liquid Reserves
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED AUGUST 31,
FEBRUARY 28, 1997 -----------------------------------------------------
(UNAUDITED) 1996 1995 1994 1993 1992
----------- --------- --------- -------- -------- --------
<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 .............................. 0.02555 0.05322 0.05465 0.03432 0.02957 0.04281
Less dividends from net investment income .......... (0.02555) (0.05322) (0.05465) (0.03432) (0.02957) (0.04281)
--------- --------- --------- -------- -------- --------
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) ............ $ 357,173 $ 380,303 $ 423,992 $238,732 $193,996 $258,077
Ratio of expenses to average net assets* ........... 0.40%+ 0.40% 0.40% 0.40% 0.40% 0.40%
Ratio of net investment income to average net assets 5.22%+ 5.35% 5.47% 3.47% 2.94% 4.24%
Total return ....................................... 2.58%++ 5.45% 5.60% 3.49% 3.00% 4.40%

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 .................... $0.02412 $0.04911 $0.05047 $0.02962 $0.02514 $0.03847
RATIOS:
Expenses to average net assets* .................... 0.81%+ 0.82% 0.83% 0.88% 0.85% 0.83%
Net investment income to average net assets ........ 4.81%+ 4.93% 5.04% 2.99% 2.50% 3.81%

* Includes the Fund's share of Cash Reserves Portfolio's allocated expenses
+ Annualized
++ Not annualized
</TABLE>

See notes to financial statements
<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 as Shareholder Servicing Agent.

The Trust seeks to achieve the Fund's investment objective to provide 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 (6.5% at February 28, 1997) in the net assets of the Portfolio.

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

The 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 as
follows:

A. INVESTMENT VALUATION -- Valuation of securities by the Portfolio is discussed
in Note 1A of the Portfolio's Notes to Financial Statements, which are included
elsewhere in this report.

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

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

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

(2) DIVIDENDS
The net income of the Fund is determined once daily, as of 3:00 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 fees paid to the
Administrator from the Fund under such Plan and of the fees paid to the
Shareholder Servicing Agents from the Fund 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 0.35% of the Fund's
average daily net assets. The Administrative fees amounted to $644,017 of which
$434,148 was voluntarily waived for the six months ended February 28, 1997.
Citibank acts as Sub-Administrator and performs such duties and receives such
compensation from LFBDS as from time to time is agreed to by LFBDS and Citibank.
The Fund pays no compensation directly to any Trustee or any officer who is
affiliated with the Administrator, all of whom receive remuneration for their
services to the Fund from the Administrator or its affiliates. Certain of the
officers and a Trustee of the Fund are officers and a director of the
Administrator or its affiliates.

B. SHAREHOLDER SERVICING AGENTS FEES -- The Trust, on behalf of the Fund, has
entered into shareholder servicing agreements with each Shareholder Servicing
Agent pursuant to which that Shareholder Servicing Agent acts as an agent for
its customers and provides other related services. For their services, each
Shareholder Servicing Agent receives fees from the Fund, which may be paid
periodically, which may not exceed, on an annualized basis, an amount equal to
0.10% of the average daily net assets of the Fund represented by shares owned
during the period for which payment has been made by investors for whom such
Shareholder Servicing Agent maintains a servicing relationship. Shareholder
Servicing Agents fees amounted to $184,005, for the six months ended February
28, 1997.

(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, at an annual rate not to exceed of 0.10% of the Fund's
average daily net assets. Distribution fees amounted to $184,005 of which
$79,228 was voluntarily waived for the six months ended February 28, 1997.

(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
$588,933,978 and $621,055,650, respectively, for the six months ended February
28, 1997.
<PAGE>
Cash Reserves Portfolio
- --------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS February 28, 1997 (unaudited)

PRINCIPAL
AMOUNT
ISSUER (000'S OMITTED) VALUE
- --------------------------------------------------------------------------------
BANK NOTES--8.3%
Australia & New Zealand Bank
5.90%, due 09/23/97 ..................... $ 75,000 $ 74,990,702
5.645%, due 02/19/98 .................... 115,000 114,951,064
Bayerische Landesbank
5.85%, due 09/29/97 ..................... 100,000 99,972,487
Comerica Bank, Detroit
5.77%, due 08/13/97 ..................... 100,000 99,982,584
Morgan Guaranty Trust Co.
5.95%, due 06/06/97 ..................... 75,000 74,990,630
--------------
464,887,467
--------------
CERTIFICATES OF DEPOSIT (EURODOLLARS)--4.5%
Abbey National PLC
6.02%, due 07/29/97 ..................... 75,000 75,000,000
Deutsche Bank
6.00%, due 07/30/97 ..................... 100,000 100,000,000
Sumitomo Bank
5.50%, due 03/27/97 ..................... 75,000 75,000,491
--------------
250,000,491
--------------
CERTIFICATES OF DEPOSIT
(YANKEE)--35.5%
ABN Amro Bank
5.68%, due 12/19/97 ..................... 100,000 99,968,745
Australia & New Zealand Bank
5.40%, due 03/25/97 ..................... 100,000 100,001,819
5.37%, due 03/31/97 ..................... 100,000 100,000,000
Bank of Nova Scotia
5.37%, due 03/10/97 ..................... 50,000 50,000,000
Bank of Tokyo Mitsubishi New York
5.52%, due 04/30/97 ..................... 75,000 75,000,000
Banque Nationale de Paris
5.37%, due 05/14/97 ..................... 100,000 100,005,922
Bayerische Vereinsbank
5.65%, due 02/10/98 ..................... 100,000 99,981,928
Canadian Imperial Bank
5.32%, due 03/07/97 ..................... 250,000 250,000,000
Dai Ichi Kangyo Bank
5.49%. due 03/03/97 ..................... 95,000 95,000,000
5.50%, due 03/14/97 ..................... 100,000 100,000,000
5.48%, due 05/19/97 ..................... 50,000 49,999,736
Deutsche Bank
5.69%, due 10/28/97 ..................... 100,000 99,968,631
Morgan Guaranty Trust Co.
5.91%, due 09/18/97 ..................... 50,000 49,997,393
5.71%, due 01/06/98 ..................... 100,000 99,967,558
Royal Bank of Canada
5.29%, due 07/09/97 ..................... 25,000 24,994,032
5.72%, due 10/29/97 ..................... 52,000 51,983,588
5.58%, due 12/11/97 ..................... 130,000 129,901,640
Sanwa Bank
5.44%, due 03/27/97 ..................... 200,000 200,000,000
5.51%, due 05/21/97 ..................... 100,000 100,004,330
Societe Generale Bank
5.75%, due 05/22/97 ..................... 100,000 99,989,506
--------------
1,976,764,828
--------------
ASSET BACKED--2.8%
Asset Backed Trust 1996
5.43%, due 01/15/98 ..................... 157,000 156,986,322
--------------
COMMERCIAL PAPER--9.9%
Associate Corp. of North America
5.43%, due 03/03/97 ..................... 275,000 275,000,000
General Electric Capital Corp.
5.44%, due 03/03/97 ..................... 125,000 125,000,000
5.31%, due 03/31/97 ..................... 150,000 149,380,500
--------------
549,380,500
--------------
FLOATING RATE NOTES--20.6%
Abbey National Treasury Services
5.29%, due 07/15/97 ..................... 130,000 129,965,650
Banc One, Indianapolis
5.29%, due 02/05/98 ..................... 150,000 149,917,185
Banc One, Texas
5.27%, due 09/04/97 ..................... 100,000 99,960,973
C.I.T. Group Holding
5.25%, due 03/05/97 ..................... 200,000 199,998,718
Merrill Lynch & Co., Inc.
5.41%, due 11/12/97 ..................... 100,000 99,982,603
5.40%, due 01/09/98 ..................... 150,000 149,962,688
Societe Generale North America, Inc.
5.38%, due 01/15/98 ..................... 175,000 174,906,791
Strats Trust
5.42%, due 12/15/97 ..................... 139,500 139,476,523
--------------
1,144,171,131
--------------
TIME DEPOSIT--14.7%
ABN Amro Canada
5.50%, due 03/03/97 ..................... 80,000 80,000,000
Chase Bank
5.43%, due 03/03/97 ..................... 201,492 201,492,000
Harris Trust & Savings Bank, Chicago
5.43%, due 03/03/97 ..................... 263,000 263,000,000
Nationsbank Charlotte, NC.
5.43%, due 03/03/97 ..................... 275,000 275,000,000
--------------
819,492,000
--------------
UNITED STATES GOVERNMENT
AGENCY--2.7%
Federal Home Loan Bank
6.00%, due 09/24/97 ..................... 150,000 149,879,228
--------------

TOTAL INVESTMENTS
AT AMORTIZED COST ......................... 99.0% 5,511,561,967
OTHER ASSETS, LESS LIABILITIES 1.0 54,321,654
----- --------------
NET ASSETS ................................. 100.0% $5,565,883,621
===== ==============

See notes to financial statements
<PAGE>
Cash Reserves Portfolio
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES February 28, 1997 (unaudited)

<TABLE>
<S> <C>
ASSETS:
Investments at value (Note 1A) ..................................................... $5,511,561,967
Cash ............................................................................... 24
Interest receivable ................................................................ 55,016,421
--------------
Total assets ...................................................................... 5,566,578,412
--------------

LIABILITIES:
Payable to affiliate--investment advisory fee (Note 2A) ............................ 325,041
Accrued expenses and other liabilities ............................................. 369,750
--------------
Total liabilities ................................................................. 694,791
--------------
NET ASSETS ......................................................................... $5,565,883,621
==============

REPRESENTED BY:
Paid-in capital for beneficial interests ........................................... $5,565,883,621
==============
</TABLE>

Cash Reserves Portfolio
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the Six Months Ended February 28, 1997 (unaudited)

<TABLE>
<S> <C> <C>
INTEREST INCOME (Note 1B) ............................................. $155,117,348

EXPENSES:
Investment advisory fees (Note 2A) .................................... $ 4,125,237
Administrative fees (Note 2B) ......................................... 1,375,079
Custodian fees ........................................................ 552,581
Auditing fees ......................................................... 21,953
Legal fees ............................................................ 15,757
Trustees' fees ........................................................ 13,067
Other ................................................................. 103,676
-----------
Total expenses .................................................... 6,207,350
Less aggregate amount waived by Investment Adviser and
Administrator (Notes 2A and 2B) ................................. (3,423,585)
Less fees paid indirectly (Note 1E) ............................... (242)
-----------
Net expenses ...................................................... 2,783,523
------------
Net investment income ............................................. $152,333,825
============
</TABLE>

See notes to financial statements
<PAGE>
Cash Reserves Portfolio
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
FEBRUARY 28, 1997 YEAR ENDED
(UNAUDITED) AUGUST 31, 1996
---------------- ---------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income ......................................... $ 152,333,825 $ 230,781,560
--------------- ---------------

CAPITAL TRANSACTIONS:
Proceeds from contributions ................................... 15,188,816,956 24,522,122,636
Value of withdrawals .......................................... (14,217,454,452) (25,076,123,009)
--------------- ---------------
Net increase (decrease) in net assets from capital transactions 971,362,504 (554,000,373)
--------------- ---------------

NET INCREASE (DECREASE) IN NET ASSETS ......................... 1,123,696,329 (323,218,813)
NET ASSETS:
Beginning of period ........................................... 4,442,187,292 4,765,406,105
--------------- ---------------
End of period ................................................. $ 5,565,883,621 $ 4,442,187,292
=============== ===============
</TABLE>

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

<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED AUGUST 31,
FEBRUARY 28, 1997 ----------------------------------------------------------
(UNAUDITED) 1996 1995 1994 1993 1992
--------------- ---- ---- ---- ---- ----
RATIOS/SUPPLEMENTAL DATA:
<S> <C> <C> <C> <C> <C> <C>
Net assets (000 omitted) .................. $5,565,884 $4,442,187 $4,765,406 $2,147,361 $781,470 $901,024
Ratio of expenses to average net assets ... 0.10%+ 0.10% 0.10% 0.11% 0.20% 0.25%
Ratio of net investment income to
average net assets ....................... 5.54%+ 5.64% 5.88% 3.87% 3.15% 4.42%

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:
Expenses to average net assets ............ 0.23%+ 0.23% 0.23% 0.24% 0.25% 0.25%
Net investment income to average net assets 5.41%+ 5.50% 5.75% 3.74% 3.10% 4.42%

+ Annualized
</TABLE>

See notes to financial statements
<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
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 U.S. 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) 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. The Portfolio bears all costs of its operations
other than expenses specifically assumed by Citibank and SFG.

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

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

(2) INVESTMENT ADVISORY FEES AND ADMINISTRATIVE FEES
A. INVESTMENT ADVISORY FEE -- The Investment advisory fees paid to Citibank, as
compensation for overall investment management services, amounted to $4,125,237,
of which $2,048,506 was voluntarily waived for the six months ended February 28,
1997. The investment advisory fees are 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, are computed at
the annual rate of 0.05% of the Portfolio's average daily net assets. The
Administrative fees amounted to $1,375,079, all of which were voluntarily waived
for the six months ended February 28, 1997. 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, maturities and sales of money market instruments aggregated
$162,421,475,694 and $161,327,365,569, respectively, for the six months ended
February 28, 1997.

(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. 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, 1997, the commitment fee allocated to the Portfolio was $12,491. 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.
Master Trust Accounts
111 Wall Street, New York, NY 10043
Call Your Account Manager or (212) 657-9659

[logo] LANDMARK
FUNDS

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

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

Tax Free Reserves
Institutional Tax Free Reserves

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

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

Balanced Fund
Equity Fund
International Equity Fund
Small Cap Equity Fund
Emerging Asian Markets Equity Fund
Emerging Asian Markets Equity Fund
<PAGE>
TRUSTEES AND OFFICERS
Philip W. Coolidge*, President
Mark T. Finn
Riley C. Gilley
William S. Woods, Jr.

SECRETARY
Linda T. Gibson*

TREASURER
John R. Elder*

*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 LLP
150 Federal Street, Boston, MA 02110

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

SHAREHOLDER SERVICING AGENTS
(See Inside Cover)

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

PM/PUST/S/97 Printed on Recycled Paper

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

PREMIUM

PREMIUM
U.S. TREASURY
RESERVES

SEMI-ANNUAL
REPORT
February 28, 1997
<PAGE>
- --------------------------------------------------------------------------------
A LETTER TO OUR SHAREHOLDERS

Dear Shareholder:

U.S. Treasury securities produced competitive returns commensurate with
their high degree of safety during the six-month period ended February 28, 1997.
When the period began, the economic environment was one of subdued growth,
unchanged monetary policy, relatively low interest rates and low inflation,
albeit with a moderately upward bias. These conditions soon changed: the fourth
quarter of 1996 saw more robust economic growth than most economists had
expected. Yet, the absence of accompanying inflationary pressures has enabled
the Federal Reserve Board to hold monetary policy steady and keep interest rates
low.

In this environment, the Landmark Funds' investment adviser, Citibank,
N.A., continued to manage U.S. Treasury Reserves Portfolio with the goal of
achieving its investment objectives: providing liquidity and as high a level of
current income as is consistent with the preservation of capital. The Fund seeks
to offer an attractive yield and a competitive expense ratio by investing in a
high-quality portfolio composed exclusively of U.S. Treasury securities.

This report reviews the Fund's investment activities and performance during
the six months ended February 28, 1997, and provides a summary of Citibank's
perspective on and outlook for the U.S. Treasury securities marketplace. On
behalf of the Board of Trustees of the Landmark Funds, I want to thank you for
your confidence and participation.

/s/ Philip W. Coolidge

Philip W. Coolidge
President
March 14, 1997

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

Although the economy during the first half of 1996 was stronger than most
economists expected, by September economic growth had moderated to a rate well
below the level at which the Federal Reserve Board's monetary policy-makers
begin to worry about inflation. This favorable environment proved to be positive
for most fixed-income securities, in large part because the Federal Reserve was
able to hold monetary policy steady after their most recent rate cut in January,
1996.

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

COMMENCEMENT OF OPERATIONS
March 1, 1991

NET ASSETS AS OF 2/28/97
$259.4 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
Declared daily, paid monthly

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

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

"Fourth quarter 1996 economic growth was stronger than expected, and we are
watching carefully to see if that strength continues or returns to
noninflationary levels."

"We have kept our average maturity on the long side of neutral since rates rose
last July to their highest levels of 1996. We extended maturities at that time
to lock in as much yield as we possibly could."

"We're ready for whatever challenges and opportunities 1997 brings. If
short-term interest rates appear set to rise, we will reduce the average
maturity accordingly. Otherwise, we will maintain a relatively long maturity to
take advantage of higher yields."lined along with interest rates as slower
economic growth encouraged a more accommodative monetary policy." "One of our
strategies was to lengthen the average maturity of the portfolio and lock in
higher yields. evidence of renewed economic strength, we expect the economy to
grow only modestly for the remainder of 1996."

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

As economic activity slowed in August and September, the likelihood of a
more restrictive monetary policy and higher interest rates moderated. In fact,
interest rates declined modestly, retracing some of their gains from earlier in
the year. Our strategy in this environment was to lengthen the Portfolio's
average maturity cautiously to maintain prevailing yields for as long as
practical. Yet, we were careful never to extend the Portfolio's average weighted
maturity beyond 60 days in order to maintain our current Aaa rating with Moody's
and AAAm rating with Standard & Poor's. We maintained this modestly
longer-than-neutral posture until mid-January, 1997, when we began to shorten
the Portfolio's average duration toward a more neutral position in order to
protect assets from the potentially adverse effects of higher interest rates and
to make funds available for higher yielding securities if they became available.

Throughout the period, of course, the Portfolio consisted solely of
securities backed by the full faith and credit of the U.S. government. During
the period, U.S. Treasury securities provided lower yields than
comparable-maturity investments in other money market instruments such as
commercial paper, certificates of deposit, bankers acceptances and other
short-term obligations. However, the safety provided by U.S. Treasury securities
is considered to be the greatest of any government or corporate issuer, giving
conservative investors confidence that their principal is protected regardless
of economic events.

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

While our outlook for 1997 is optimistic, we are cautious over the near
term. If economic growth during the first half of 1997 is as strong as it was in
the fourth quarter of 1996, the resulting increase in inflationary pressures
could prompt the Federal Reserve to raise key short-term interest rates. Such an
event would probably be a negative influence on stocks and bonds, but could
produce higher yields for money market instruments such as short-term U.S.
Treasury bills. If, on the other hand, the fourth quarter's economic strength
was a temporary anomaly, we could see a market environment remarkably similar to
the one that prevailed in the third quarter of 1996: moderate growth, low
inflation, modestly declining interest rates and an unchanged monetary policy.
Our strategy in this uncertain environment is to maintain an average
duration in the neutral range. If economic growth picks up from current levels,
we will attempt to reduce the Portfolio's average maturity to the short end of
the neutral range to try to take advantage of higher yielding opportunities. On
the other hand, if the economy slows, we will attempt to lengthen the
Portfolio's average maturity in an effort to maintain competitive yields in a
declining interest rate environment.
<PAGE>
- --------------------------------------------------------------------------------
FUND DATA All Periods Ended February 28, 1997 (unaudited)

<TABLE>
<CAPTION>
TOTAL RETURNS
-----------------------------------------------
SINCE
SIX ONE FIVE 3/1/91
MONTHS** YEAR YEAR* INCEPTION*
------ ------ ------ ----------
<S> <C> <C> <C> <C>
Premium U.S. Treasury Reserves ......................... 2.38% 4.80% 4.04% 4.25%
Lipper U.S. Treasury Money Market Funds Average ........ 2.31% 4.69% 3.91% 5.34%+
* Annualized
** Not Annualized
+ From 2/28/91
</TABLE>

7-DAY YIELDS
- ------------
Annualized Current 4.80%
Effective 4.92%

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 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.

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, 1997 (unaudited)

<TABLE>
<S> <C>
ASSETS:
Investment in U.S. Treasury Reserves Portfolio, at value (Note 1) ............................ $259,658,896
Receivable for shares of beneficial interest sold ............................................ 110,000
------------
Total assets ................................................................................ 259,768,896
------------

LIABILITIES:
Dividends payable ............................................................................ 236,605
Payable to affiliate-- Shareholder Servicing Agents' fee (Note 3B) ........................... 18,629
Accrued expenses and other liabilities ....................................................... 89,150
------------
Total liabilities ........................................................................... 344,384
------------
NET ASSETS for 259,424,512 shares of beneficial interest outstanding ......................... $259,424,512
============

NET ASSETS CONSIST OF:
Paid-in capital .............................................................................. $259,424,512
============
NET ASSET VALUE, OFFERING PRICE, AND REDEMPTION PRICE PER SHARE .............................. $1.00
=====
</TABLE>

See notes to financial statements
<PAGE>
Premium U.S. Treasury Reserves
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the Six Months Ended February 28, 1997 (unaudited)

<TABLE>
<S> <C> <C>
INVESTMENT INCOME (Note 1A):

Income from U.S. Treasury Reserves Portfolio .............................. $6,298,712
Allocated expenses from U.S. Treasury Reserves Portfolio .................. (121,013)
----------
Net investment income from U.S. Treasury Reserves Portfolio ............. $6,177,699

EXPENSES:

Administrative fees (Note 3A) ............................................. $ 418,129
Shareholder Servicing Agents' fees (Note 3B) .............................. 119,465
Distribution fees (Note 4) ................................................ 119,465
Shareholder reports ....................................................... 13,000
Custodian fees ............................................................ 10,891
Transfer agent fees ....................................................... 7,000
Legal fees ................................................................ 4,374
Trustee fees .............................................................. 2,482
Auditing fees ............................................................. 4,600
Miscellaneous ............................................................. 11,493
----------
Total expenses ........................................................... 710,899

Less aggregate amounts waived by Administrator and Distributor
(Notes 3A and 4) ........................................................ (287,279)
----------
Net expenses ............................................................. 423,620
----------
Net investment income .................................................... $5,754,079
==========
</TABLE>

See notes to financial statements
<PAGE>
Premium U.S. Treasury Reserves
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
FEBRUARY 28, 1997 YEAR ENDED
(UNAUDITED) AUGUST 31, 1996
------------- ---------------
<S> <C> <C>
FROM INVESTMENT ACTIVITIES:
Net investment income, declared as dividends to shareholders (Note 2) .......... $ 5,754,079 $ 13,146,620
============ ============

TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
AT NET ASSET VALUE OF $1.00 PER SHARE (NOTE 5):
Proceeds from sale of shares ................................................... $424,695,926 $732,943,440
Net asset value of shares issued to shareholders from reinvestment of dividends 4,169,542 10,577,058
Cost of shares repurchased ..................................................... (404,712,240) (825,560,961)
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS .......................................... 24,153,228 (82,040,463)

NET ASSETS:
Beginning of period ............................................................ 235,271,284 317,311,747
------------ ------------
End of period .................................................................. $259,424,512 $235,271,284
============ ============
</TABLE>

See notes to financial statements
<PAGE>
Premium U.S. Treasury Reserves
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
EIGHT MARCH 1, 1991
MONTHS (COMMENCEMENT
SIX MONTHS ENDED YEAR ENDED AUGUST 31, ENDED YEAR ENDED OF OPERATIONS)
FEBRUARY 28, 1997 ---------------------------- AUGUST 31, DECEMBER 31, TO DECEMBER 31,
(UNAUDITED) 1996 1995 1994 1993 1992 1991
----------------- -------- -------- -------- -------- -------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, beginning of period ...... $1.00000 $1.00000 $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
Net investment income ..................... 0.02357 0.04851 0.04999 0.03087 0.01810 0.03363 0.04584
Less dividends from net investment income . (0.02357) (0.04851) (0.04999) (0.03087) (0.01810) (0.03363) (0.04584)
-------- -------- -------- -------- -------- -------- --------
Net Asset Value, end of period ............ $1.00000 $1.00000 $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
-------- -------- -------- -------- -------- -------- --------

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted) . $259,425 $235,271 $317,312 $252,458 $223,544 $238,188 $118,862
Ratio of expenses to average net assets* .. 0.45%+ 0.45% 0.45% 0.45% 0.45%+ 0.45% 0.28%+
Ratio of net investment income to average
net assets .............................. 4.82%+ 4.88% 5.02% 3.09% 2.72%+ 3.28% 5.27%+
Total return .............................. 2.38%++ 4.96% 5.12% 3.13% 2.75%+ 3.42% 4.64%+

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 ........... $0.02166 $0.04463 $0.04601 $0.02667 $0.01537 $0.02922 $0.04055

RATIOS:
Expenses to average net assets* ........... 0.84%+ 0.85% 0.84% 0.87% 0.85%+ 0.88% 0.90%+
Net investment income to average net assets 4.43%+ 4.49% 4.62% 2.67% 2.31%+ 2.85% 4.68%+

* Includes the Fund's share of U.S. Treasury Reserves Portfolio's allocated expenses.
+ Annualized.
++ Not Annualized
</TABLE>

See notes to financial statements
<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 (28.9% at February 28, 1997) 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 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. 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.

D. OTHER -- All the net investment income of the Portfolio is allocated pro
rata, based on respective ownership interests, among the Fund and 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 0.35% of the
Fund's average daily net assets. The Administrative fees amounted to $418,129,
of which $191,615 was voluntarily waived for the six months ended February 28,
1997. Citibank acts as Sub-Administrator and performs such duties and receives
such compensation from LFBDS as from time to time is agreed to by LFBDS and
Citibank. The Fund pays no compensation directly to any Trustee or 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, but may not
exceed, on an annualized basis, an amount equal to 0.10% 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 $119,465 for the six months ended February 28, 1997.

(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 Distribution fees amounted to $119,465, of which $95,664
was voluntarily waived for the six months ended February 28, 1997.

(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
$281,821,952 and $263,900,769, respectively, for the six months ended February
28 ,1997.
<PAGE>
U.S. Treasury Reserves Portfolio
- --------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS February 28, 1997 (unaudited))

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
ISSUER (000'S OMITTED) VALUE
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
U.S. TREASURY OBLIGATIONS--103.7%
U.S. TREASURY BILLS--64.3%
due 3/06/1997 ................................... $ 9,844 $ 9,879,996
due 3/27/1997 ................................... 125,000 124,588,417
due 4/03/1997 ................................... 75,070 74,751,582
due 4/10/1997 ................................... 170,046 169,150,361
due 4/17/1997 ................................... 200,000 198,711,562
------------
$577,081,918
------------
U.S. TREASURY NOTES--37.8%
6.625%, due 3/31/1997 ........................... 45,000 45,047,766
6.875%, due 3/31/1997 ........................... 10,000 10,012,527
8.50%, due 4/15/1997 ............................ 15,000 15,047,050
6.50%, due 4/30/1997 ............................ 50,000 50,095,703
6.875%, due 4/30/1997 ........................... 17,000 17,043,101
5.875%, due 5/15/1997 ........................... 96,500 96,739,231
6.50%, due 5/15/1997 ............................ 105,175 105,411,429
------------
339,396,807
------------
U.S. TREASURY STRIP NOTES--1.6%
5.26%, due 5/15/1997 ............................ 15,000 14,843,745
------------
TOTAL INVESTMENTS AT AMORTIZED COST ........ 103.7% 931,322,470
OTHER ASSETS, LESS LIABILITIES ............. (3.7) (33,532,980)
----- ------------
NET ASSETS ................................. 100.0% $897,789,490
===== ============
</TABLE>

See notes to financial statements
<PAGE>
U.S. Treasury Reserves Portfolio
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES February 28, 1997 (unaudited)

<TABLE>
<S> <C>
ASSETS:
Investments, at amortized cost and value (Note 1A) ........................................... $ 931,322,470
Cash ......................................................................................... 4,465
Interest receivable .......................................................................... 6,015,312
Receivable for investments sold .............................................................. 210,468,131
--------------
Total assets ................................................................................ 1,147,810,378
--------------
LIABILITIES:
Payable for investments purchased ............................................................ 249,911,548
Payable to affiliate-- Investment Advisory fees (Note 2A) .................................... 38,331
Accrued expenses and other liabilities ....................................................... 71,009
--------------
Total liabilities ........................................................................... 250,020,888
--------------
NET ASSETS ................................................................................... $ 897,789,490
==============
REPRESENTED BY:
Paid-in capital for beneficial interests ..................................................... $ 897,789,490
==============
</TABLE>

U.S. Treasury Reserves Portfolio
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the Six Months Ended February 28, 1997 (unaudited)

<TABLE>
<S> <C> <C>
INTEREST INCOME (Note 1B) ................................................. $21,682,907

EXPENSES:
Investment advisory fees (Note 2A) ........................................ $ 617,849
Administrative fees (Note 2B) ............................................. 205,950
Custodian fees ............................................................ 136,460
Auditing fees ............................................................. 10,300
Trustee fees .............................................................. 5,335
Legal fees ................................................................ 3,236
Miscellaneous ............................................................. 17,665
---------
Total expenses .......................................................... 996,795
Less aggregate amount waived by Investment Adviser and
Administrator (Notes 2A and 2B) ....................................... (579,839)
Less fees paid indirectly (Note 1D) ..................................... (331)
---------
Net expenses ............................................................ 416,625
-----------
Net investment income ................................................... $21,266,282
===========
</TABLE>

See notes to financial statements
<PAGE>
U.S. Treasury Reserves Portfolio
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
FEBRUARY 28, 1997 YEAR ENDED
(UNAUDITED) AUGUST 31, 1996
------------- ---------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income .................................................... $ 21,266,282 $ 38,179,974
------------- --------------
CAPITAL TRANSACTIONS:
Proceeds from contributions .............................................. 845,961,495 1,474,479,600
Value of withdrawals ..................................................... (737,242,073) (1,577,114,165)
------------- --------------
Net increase (decrease) in net assets from capital transactions .......... 108,719,422 (102,634,565)
------------- --------------
NET INCREASE (DECREASE) IN NET ASSETS .................................... 129,985,704 (64,454,591)
NET ASSETS:
Beginning of period ...................................................... 767,803,786 832,258,377
------------- --------------
End of period ............................................................ $ 897,789,490 $ 767,803,786
============= ==============
</TABLE>

U.S. Treasury Reserves Portfolio
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
SIX MONTHS EIGHT MARCH 1, 1991
ENDED MONTHS (COMMENCEMENT
FEBRUARY 28, YEAR ENDED AUGUST 31, ENDED YEAR ENDED OF OPERATIONS)
1997 ---------------------------- AUGUST 31, DECEMBER 31, TO DECEMBER 31,
(UNAUDITED) 1996 1995 1994 1993 1992 1991
------------ -------- -------- -------- -------- -------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
RATIOS/SUPPLEMENTAL DATA:
Net Assets, end of period (000's omitted) .. $897,789 $767,804 $832,258 $726,569 $521,818 $590,769 $675,332
Ratio of expenses to average net assets .... 0.10%+ 0.10% 0.10% 0.12% 0.20%+ 0.24% 0.19%+
Ratio of net investment income to average
net assets ................................ 5.16%+ 5.20% 5.36% 3.43% 2.96%+ 3.59% 5.26%+

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 ............. 0.24%+ 0.25% 0.25% 0.26% 0.25%+ 0.25% 0.25%+
Net investment income to average net assets 5.02%+ 5.05% 5.21% 3.30% 2.91%+ 3.58% 5.19%+
+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
as follows:

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

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

(2) INVESTMENT ADIVSORY FEES AND ADMINISTRATIVE FEES
A. INVESTMENT ADVISORY FEE -- The investment advisory fees paid to Citibank, as
compensation for overall investment management services, amounted to $617,849,
of which $373,889 was voluntarily waived for the six months ended February 28,
1997. 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 $205,950, all of which was
voluntarily waived for the six months ended February 28, 1997. 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
$7,395,594,715 and $7,199,851,720, respectively, for the six months ended
February 28, 1997.

(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. 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, 1997, the commitment fee allocated to the Portfolio was $2,074. 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.
Master Trust Accounts
111 Wall Street, New York, NY 10043
Call Your Account Manager or (212) 657-9659

[logo] LANDMARK
FUNDS

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

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

Tax Free Reserves
Institutional Tax Free Reserves

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

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

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