<PAGE>
Semi-Annual Report o February 28, 1998
[LOGO]
Premium
Liquid Reserves
[Graphic Omitted]
- --------------------------------------------------------------------------------
INVESTMENT PRODUCTS:
NOT FDIC INSURED o NO BANK GUARANTEE o MAY LOSE VALUE
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
Letter to Our Shareholders 1
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Portfolio Environment and Outlook 2
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Fund Facts 3
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Fund Performance 4
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CITIFUNDS PREMIUM LIQUID RESERVES
Statement of Assets and Liabilities 5
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Statement of Operations 5
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Statement of Changes in Net Assets 6
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Financial Highlights 6
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Notes to Financial Statements 7
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CASH RESERVES PORTFOLIO
Portfolio of Investments 10
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Statement of Assets and Liabilities 12
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Statement of Operations 12
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Statement of Changes in Net Assets 13
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Financial Highlights 13
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Notes to Financial Statements 14
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<PAGE>
LETTER TO OUR SHAREHOLDERS
Dear Shareholder:
The six-month period ended February 28, 1998 was a good one for most financial
assets, especially U.S. stocks and bonds. A remarkably resilient economy, low
rates of inflation and lower interest rates were primarily responsible for the
above-average returns provided by longer-term investments. However, shorter-term
assets -- including money market securities -- did not share the benefits these
positive economic influences provided. As interest rates declined during the
period, so did yields on most money market securities.
Nonetheless, we are pleased with the performance of CitiFundsSM Premium
Liquid Reserves. Despite the difficult market environment for short-term
fixed-income securities, the portfolio provided shareholders with a competitive
level of investment income.
Among other highlights of the reporting period, your Fund has changed its
name to CitiFunds Premium Liquid Reserves. The Fund's investment objective and
management approach remain the same.
Finally, we would like to thank you for your continued confidence and
participation.
Sincerely,
/s/ Philip Coolidge
Philip W. Coolidge
President
March 20, 1998
<PAGE>
PORTFOLIO ENVIRONMENT AND OUTLOOK
SHORT-TERM INTEREST RATES GENERALLY DECLINED OVER THE PAST SIX MONTHS. At the
same time, the U.S. economy continued to grow in the late stages of one of the
longest expansions since World War II. Unlike previous economic cycles, however,
this one has been particularly notable for its persistently low inflation rate.
Inflation has remained benign despite strong economic growth -- about 4% in 1997
- -- and low unemployment.
A crisis in Emerging Asian markets, where currency devaluations in late
October led to sharp drops in stock and bond markets, provided more reason for
investors and economists to conclude that inflation would not become a problem.
Dramatically lower demand from the region for certain goods and services was
expected to dampen U.S. economic growth and relieve inflation pressures.
Accordingly, the Federal Reserve maintained its monetary policy, neither raising
nor lowering key short-term interest rates. The result: most short-term interest
rates and money market yields declined during the six-month period.
OUR STRATEGY HAS BEEN TO ATTEMPT TO CAPTURE HIGH YIELDS in this environment
by allocating the fund's assets to those sectors of the market that we believe
provide the most attractive relative values. We look for such opportunities in a
variety of areas, including U.S. Treasury bills, commercial paper, certificates
of deposit, repurchase agreements, fixed-time deposits, bankers' acceptances,
asset-backed securities and floating rate notes.
We found relatively attractive values in high-quality certificates of deposit
for most of the six-month period. Conversely, the fund had little exposure to
U.S. Treasury bills. We held no short-term securities issued by troubled Asian
financial institutions, enabling us to avoid the problems associated with
economic turmoil in the region.
In addition, we actively managed the average maturity of the Portfolio in
anticipation of changes in short-term interest rates. As interest rates declined
during the six-month period, we maintained a relatively long average maturity in
order to capture higher yields for as long as possible. However, later in the
period, yields on longer-dated money market securities declined more rapidly
than yields on shorter-dated notes, and opportunities to capture higher yields
were limited using this strategy.
WE EXPECT YIELDS ON MONEY MARKET SECURITIES TO STAY NEAR OR ONLY SLIGHTLY
BELOW CURRENT LEVELS. If our economic forecast is correct, longer-term interest
rates should decline modestly in response to slower U.S. economic growth. We
believe that the Federal Reserve Board would have little reason to raise
interest rates in a slow-growth environment. In fact, it is possible that the
Federal Reserve might reduce interest rates to stimulate growth if the economy
falters. Therefore, we currently intend to maintain our positions with respect
to the fund's average duration and sector rotation strategies.
Whatever the next six months hold, we will continue to manage the Portfolio
according to the approach we have followed for years. We intend to adjust the
average maturity in anticipation of changes in interest rates and shift assets
among the sectors of the short-term money market that we believe are most
attractive. We believe that this strategy will provide competitive returns
commensurate with a stable principal value.
FUND FACTS
FUND OBJECTIVE
To provide its shareholders with liquidity and as high a level of current income
as is consistent with the preservation of capital.
INVESTMENT ADVISER, DIVIDENDS
CASH RESERVES PORTFOLIO Declared daily, paid monthly
Citibank, N.A.
COMMENCEMENT OF OPERATIONS BENCHMARKS
May 3, 1990 o Lipper Taxable Money Market
Funds Average
NET ASSETS AS OF 2/28/98 o IBC 1st Tier Taxable Money
$498.8 million Market Funds Average
<PAGE>
FUND PERFORMANCE
TOTAL RETURNS
<TABLE>
<CAPTION>
SINCE
SIX ONE FIVE 5/3/90
ALL PERIODS ENDED FEBRUARY 28, 1998 (Unaudited) MONTHS** YEAR YEARS* (INCEPTION)*
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CitiFunds Premium Liquid Reserves 2.70% 5.49% 4.83% 5.06%
Lipper Taxable Money Market Funds Average 2.43% 4.93% 4.39% 4.67%+
* Average Annual Total Return
** Not Annualized
+ From 5/31/90
7-DAY YIELDS
Annualized Current 5.36%
Effective 5.51%
</TABLE>
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.
Note: A money market fund's yield more closely reflects the current earnings of
the fund than does the total return.
7-DAY YIELD COMPARISONS
COMPARISON OF 7-DAY YIELDS FOR CITIFUNDS PREMIUM LIQUID RESERVES
VS. IBC 1ST TIER TAXABLE MONEY MARKET FUNDS AVERAGE
As illustrated CitiFunds Premium Liquid Reserves generally provided a higher
annualized seven-day yield to that of a comparable IBC Money Fund Average, as
published in IBC Money Fund ReportTM, for the one year period.
IBC 1st Tier
CitiFunds Premium Taxable Money Market
Liquid Reserves Funds Average
3/4/97 5.16% 4.75%
3/11/97 5.09% 4.72%
3/18/97 5.09% 4.73%
3/25/97 5.15% 4.74%
4/1/97 5.40% 4.82%
4/8/97 5.26% 4.82%
4/15/97 5.31% 4.84%
4/22/97 5.29% 4.86%
4/29/97 5.35% 4.89%
5/6/97 5.33% 4.90%
5/13/97 5.34% 4.90%
5/20/97 5.35% 4.91%
5/27/97 5.32% 4.93%
6/3/97 5.41% 4.94%
6/10/97 5.32% 4.93%
6/17/97 5.38% 4.95%
6/24/97 5.33% 4.94%
7/1/97 5.45% 4.97%
7/8/97 5.39% 4.95%
7/15/97 5.36% 4.94%
7/22/97 5.35% 4.93%
7/29/97 5.38% 4.93%
8/5/97 5.43% 4.95%
8/12/97 5.35% 4.92%
8/19/97 5.39% 4.95%
8/26/97 5.37% 4.93%
9/2/97 5.37% 4.95%
9/9/97 5.36% 4.92%
9/16/97 5.37% 4.94%
9/23/97 5.34% 4.93%
9/30/97 5.39% 4.95%
10/7/97 5.35% 4.92%
10/14/97 5.32% 4.90%
10/21/97 5.36% 4.92%
10/28/97 5.39% 4.93%
11/4/97 5.40% 4.95%
11/11/97 5.38% 4.93%
11/18/97 5.37% 4.95%
11/25/97 5.37% 4.96%
12/2/97 5.41% 5.00%
12/9/97 5.35% 5.00%
12/16/97 5.39% 5.03%
12/23/97 5.45% 5.06%
12/30/97 5.36% 5.07%
1/6/98 5.51% 5.12%
1/13/98 5.34% 5.03%
1/20/98 5.35% 5.02%
1/27/98 5.33% 4.99%
2/3/98 5.37% 4.99%
2/10/98 5.30% 4.96%
2/17/98 5.34% 4.95%
2/24/98 5.33% 4.94%
Note: 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>
CITIFUNDS PREMIUM LIQUID RESERVES
STATEMENT OF ASSETS AND LIABILITIES
FEBRUARY 28, 1998 (Unaudited)
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ASSETS:
Investment in Cash Reserves Portfolio, at value (Note 1A) $500,157,606
Receivable for Fund shares sold 4,120
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Total assets 500,161,726
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LIABILITIES:
Payable for shares of beneficial interest repurchased 209,280
Dividends payable 955,971
Payable to affiliate-Shareholder Servicing Agents' fees (Note 3B) 37,576
Accrued expenses and other liabilities 132,116
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Total liabilities 1,334,943
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NET ASSETS for 498,826,783 shares of beneficial
interest outstanding $498,826,783
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NET ASSETS CONSIST OF:
Paid-in capital $498,826,783
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NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE $1.00
- --------------------------------------------------------------------------------
CITIFUNDS PREMIUM LIQUID RESERVES
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED FEBRUARY 28, 1998 (Unaudited)
- --------------------------------------------------------------------------------
Investment Income (Note 1B):
Income from Cash Reserves Portfolio $12,499,048
Allocated expenses from Cash Reserves Portfolio (216,250)
- --------------------------------------------------------------------------------
$12,282,798
EXPENSES:
Administrative fees (Note 3A) 748,569
Shareholder Servicing Agents' fees (Note 3B) 213,877
Distribution fees (Note 4) 213,877
Custodian fees 10,870
Shareholder reports 9,405
Auditing fees 9,500
Transfer agent fees 8,974
Legal fees 7,046
Trustees' fees 3,905
Other 609
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Total expenses 1,226,632
Less aggregate amount waived by Administrator
and Distributor (Notes 3A and 4) (577,993)
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Net expenses 648,639
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Net investment income $11,634,159
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See notes to financial statements
<PAGE>
CITIFUNDS PREMIUM LIQUID RESERVES
STATEMENT OF CHANGES IN NET ASSETS
SIX MONTHS ENDED
FEBRUARY 28, 1998 YEAR ENDED
(Unaudited) AUGUST 31, 1997
- --------------------------------------------------------------------------------
FROM INVESTMENT ACTIVITIES:
Net investment income, declared as
dividends to shareholders (Note 2) $ 11,634,159 $ 19,203,730
- --------------------------------------------------------------------------------
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
AT NET ASSET VALUE OF $1.00 PER
SHARE (NOTE 5):
Proceeds from sale of shares $1,057,923,859 $2,343,549,929
Net asset value of shares issued to
shareholders from reinvestment of dividends 6,174,714 10,795,608
Cost of shares repurchased (953,181,814) (2,346,738,058)
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NET INCREASE IN NET ASSETS 110,916,759 7,607,479
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NET ASSETS:
Beginning of period 387,910,024 380,302,545
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End of period $ 498,826,783 $ 387,910,024
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CITIFUNDS PREMIUM LIQUID RESERVES
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED AUGUST 31,
FEBRUARY 28, 1998 -----------------------------------------------------------------
(Unaudited) 1997 1996 1995 1994 1993
- --------------------------------------------------------------------------------------------------------------------------------
<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 0.02668 0.05240 0.05322 0.05465 0.03432 0.02957
Less dividends from net
investment income (0.02668) (0.05240) (0.05322) (0.05465) (0.03432) (0.02957)
- --------------------------------------------------------------------------------------------------------------------------------
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's omitted) $498,827 $387,910 $380,303 $423,992 $238,732 $193,996
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+ 5.41%* 5.25% 5.35% 5.47% 3.47% 2.94%
Total return 2.70%** 5.37% 5.45% 5.60% 3.49% 3.00%
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 $0.02501 $0.04833 $0.04911 $0.05047 $0.02962 $0.02514
RATIOS:
Expenses to average net assets+ 0.79%* 0.81% 0.82% 0.83% 0.88% 0.85%
Net investment income to
average net assets+ 5.02%* 4.84% 4.93% 5.04% 2.99% 2.50%
- --------------------------------------------------------------------------------------------------------------------------------
+ Includes the Fund's share of Cash Reserves Portfolio's allocated expenses.
* Annualized
** Not Annualized
See notes to financial statements
</TABLE>
<PAGE>
CITIFUNDS PREMIUM LIQUID RESERVES
NOTES TO FINANCIAL STATEMENTS (Unaudited)
1. SIGNIFICANT ACCOUNTING POLICIES CitiFunds Premium Liquid Reserves (the
"Fund") is a separate diversified series of CitiFunds Premium Trust (the
"Trust"), a Massachusetts business trust. Effective January 2, 1998 Premium
Liquid Reserves changed its name to CitiFunds Premium Liquid Reserves. The Trust
also changed its name from Landmark Premium Funds to CitiFunds Premium 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. CFBDS, Inc. ("CFBDS"), (formerly the Landmark Funds Broker-Dealer
Services, Inc.) 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 (5.8% at February 28, 1998) 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 preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts and disclosures in the financial statements. Actual
results could differ from those estimates.
The significant accounting policies consistently followed by the Fund are as
follows:
A. 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 CFBDS. 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., Eastern time, and all of the net income of the Fund so determined is
declared as a dividend to shareholders of record at the time of such
determination. Dividends are distributed in the form of additional shares of the
Fund or, at the election of the shareholder, in cash (subject to the policies of
the shareholder's Shareholder Servicing Agent) on or prior to the last business
day of the month.
3. 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, CFBDS 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 $748,569 of which
$364,116 was voluntarily waived for the six months ended February 28, 1998.
Citibank acts as Sub-Administrator and performs such duties and receives such
compensation from CFBDS as from time to time is agreed to by CFBDS 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. The Shareholder
Servicing Agents fees amounted to $213,877, for the six months ended February
28, 1998.
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
$213,877 all of which was voluntarily waived for the six months ended February
28, 1998 and actual expenses incurred by the Distributor did not exceed 0.10% of
Fund's average daily net assets through February 28, 1998.
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 $447,101,177 and $348,020,331, respectively, for the
six months ended February 28, 1998.
<PAGE>
CASH RESERVES PORTFOLIO
PORTFOLIO OF INVESTMENTS February 28, 1998
(Unaudited)
PRINCIPAL
AMOUNT
ISSUER (000'S OMITTED) VALUE
- -------------------------------------------------------------------------------
ASSET BACKED -- 9.8%
- -------------------------------------------------------------------------------
Asset Backed Securities
Investment Trust
5.625% due 6/15/98 $157,000 $ 156,990,756
Steers
5.625% due 10/15/98 160,000 160,000,000
5.625% due 11/10/98 191,000 190,974,441
Strategic Money Market
Trust Receipts
5.625% due 3/05/99 213,000 213,000,000
Strats Trust
5.647% due 12/15/98 130,000 130,000,000
--------------
850,965,197
--------------
BANK NOTES -- 12.7%
- ------------------------------------------------------------------------------
Bank America of Chicago
5.85% due 3/13/98 100,000 99,996,717
Bank of New York
5.50% due 2/17/99 100,000 99,935,194
FCC National Bank
5.70% due 4/07/98 200,000 199,992,380
5.64% due 7/02/98 100,000 99,970,640
5.86% due 10/02/98 100,000 99,966,353
First USA Bank
5.715% due 4/29/98 100,000 100,018,929
Key Bank National
Association
5.66% due 7/07/98 100,000 99,976,228
5.655% due 9/28/98 200,000 199,916,652
Morgan Guaranty
Trust Co.
5.93% due 8/31/98 100,000 99,980,938
--------------
1,099,754,031
--------------
CERTIFICATES OF DEPOSIT (DOMESTIC) -- 2.3%
- ------------------------------------------------------------------------------
Morgan Guaranty
Trust Co.
5.85% due 3/16/98 100,000 99,998,024
5.55% due 2/02/99 100,000 100,000,000
--------------
199,998,024
--------------
CERTIFICATES OF DEPOSIT (YANKEE) -- 37.9%
- ------------------------------------------------------------------------------
Bank America National
Association
5.64% due 6/30/98 200,000 199,942,538
Bank of Nova Scotia
5.89% due 9/16/98 150,000 149,961,093
Bank of Tokyo Mitsubishi
5.75% due 3/30/98 100,000 100,000,000
5.77% due 3/30/98 200,000 200,000,000
6.00% due 4/06/98 100,000 100,000,000
Barclays Bank
5.84% due 3/11/98 100,000 99,999,292
5.82% due 10/05/98 200,000 199,943,126
5.53% due 2/23/99 100,000 99,943,534
Bayeriche Landesbank
5.86% due 7/17/98 100,000 99,979,957
Bayerische Vereinsbank
5.71% due 10/06/98 30,000 29,992,791
5.70% due 1/07/99 100,000 99,967,345
Canadian Imperial Bank
5.86% due 8/10/98 70,000 69,984,922
Credit Suisse
5.84% due 3/11/98 30,000 29,999,788
5.73% due 10/07/98 300,000 300,000,000
5.73% due 11/09/98 125,000 125,000,000
Deutsche Bank
5.85% due 10/20/98 90,000 89,972,637
5.62% due 2/26/99 100,000 99,952,587
5.65% due 3/02/99 100,000 99,952,075
Dresdner Bank
5.95% due 10/20/98 70,000 70,035,067
Natwest BankCorp
5.933% due 6/26/98 100,000 99,979,497
Rabobank Nederland
6.18% due 5/01/98 100,000 99,996,864
Royal Bank of Canada
6.08% due 5/27/98 75,000 75,013,663
5.93% due 9/15/98 150,000 149,953,570
5.54% due 2/16/99 200,000 199,868,375
Societe Generale Bank
5.87% due 3/03/98 125,000 124,999,869
5.86% due 7/21/98 50,000 49,992,609
5.77% due 10/07/98 66,000 65,995,259
Swiss Bank Corp.
5.69% due 1/07/99 150,000 149,926,533
--------------
3,280,352,991
--------------
COMMERCIAL PAPER -- 12.7%
- ------------------------------------------------------------------------------
Associates Corp. of
North America
5.67% due 3/02/98 150,000 150,000,000
Atlantis One Fundings Corp.
5.50% due 4/07/98 97,745 96,908,737
Caisse D. Amortissement
5.68% due 6/11/98 100,000 98,406,444
Diageo Capital PLC
5.45% due 8/31/98 100,000 97,244,722
Ford Motor Credit Co.
5.70% due 3/02/98 100,000 100,000,000
General Electric Capital Corp.
5.68% due 3/24/98 150,000 149,479,333
J. P. Morgan & Co., Inc.
5.64% due 6/15/98 100,000 98,355,000
Merrill Lynch & Co., Inc.
5.67% due 6/01/98 100,000 98,566,750
Prudential Fundings Corp.
5.67% due 3/02/98 100,000 100,000,000
Receivables Capital Corp.
5.53% due 3/05/98 110,290 110,239,175
--------------
1,099,200,161
--------------
CORPORATE NOTES -- 9.0%
- ------------------------------------------------------------------------------
Associates Corp. of
North America
5.71% due 1/04/99 200,000 199,899,874
Bank One, Columbus
5.59% due 5/14/98 75,000 74,989,845
Bank One, Wisconsin
5.58% due 10/23/98 100,000 99,949,710
Key Bank National
Association
5.65% due 7/02/98 100,000 99,973,895
Morgan Stanley
Group, Inc.
5.76% due 5/18/98 75,000 75,000,000
PNC Bank National
Association
5.74% due 10/02/98 230,000 229,907,930
--------------
779,721,254
--------------
MEDIUM TERM NOTES -- 5.5%
- ------------------------------------------------------------------------------
Abbey National Treasury
Services
6.00% due 6/17/98 100,000 99,988,796
5.54% due 1/20/99 125,000 124,980,830
5.525% due 1/26/99 100,000 99,960,952
Sigma Finance Corp.
5.94% due 11/17/98 150,000 150,000,000
--------------
474,930,578
--------------
PROMISSORY NOTES -- 4.1%
- ------------------------------------------------------------------------------
Goldman Sachs Group
5.625% due 11/13/98 350,000 350,000,000
--------------
TIME DEPOSITS -- 7.0%
- ------------------------------------------------------------------------------
Den Danske
5.531% due 3/02/98 150,000 150,000,000
First Union National Bank
5.438% due 3/02/98 153,820 153,820,000
Harris Trust and
Savings Bank
5.719% due 3/02/98 150,000 150,000,000
Nationsbank
5.50% due 3/02/98 150,000 150,000,000
--------------
603,820,000
--------------
TOTAL INVESTMENTS AT
AMORTIZED COST 101.0% 8,738,742,236
OTHER ASSETS,
LESS LIABILITIES (1.0) (89,586,231)
----- --------------
NET ASSETS 100.0% $8,649,156,005
----- --------------
See notes to financial statements
<PAGE>
CASH RESERVES PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
FEBRUARY 28, 1998 (Unaudited)
- --------------------------------------------------------------------------------
ASSETS:
Investments at value (Note 1A) $8,738,742,236
Cash 898
Interest receivable 109,503,307
- --------------------------------------------------------------------------------
Total assets 8,848,246,441
- --------------------------------------------------------------------------------
LIABILITIES:
Payable for investment purchased 198,184,037
Payable to affiliate--Investment Advisory fee (Note 2A) 529,266
Accrued expenses and other liabilities 377,133
- --------------------------------------------------------------------------------
Total liabilities 199,090,436
- --------------------------------------------------------------------------------
NET ASSETS $8,649,156,005
- --------------------------------------------------------------------------------
REPRESENTED BY:
Paid-in capital for beneficial interests $8,649,156,005
- --------------------------------------------------------------------------------
CASH RESERVES PORTFOLIO
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED FEBRUARY 28, 1998 (Unaudited)
- --------------------------------------------------------------------------------
INTEREST INCOME (Note 1B): $256,547,997
EXPENSES:
Investment Advisory fees (Note 2A) $6,618,719
Administrative fees (Note 2B) 2,206,240
Custodian fees 656,895
Auditing fees 26,500
Trustees' fees 23,334
Legal fees 17,783
Other 135,055
- --------------------------------------------------------------------------------
Total expenses 9,684,526
Less aggregate amounts waived by Investment
Adviser and Administrator (Notes 2A, and 2B) (5,247,106)
Less fees paid indirectly (Note 1E) (547)
- --------------------------------------------------------------------------------
Net expenses 4,436,873
- --------------------------------------------------------------------------------
Net investment income $252,111,124
- --------------------------------------------------------------------------------
See notes to financial statements
<PAGE>
CASH RESERVES PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
SIX MONTHS ENDED
FEBRUARY 28, 1998 YEAR ENDED
(Unaudited) AUGUST 31, 1997
- --------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS:
Net investment income $ 252,111,124 $ 339,604,126
- -------------------------------------------------------------------------------
CAPITAL TRANSACTIONS:
Proceeds from contributions 16,267,169,184 33,685,999,190
Value of withdrawals (15,527,524,243) (30,810,390,668)
- -------------------------------------------------------------------------------
Net increase in net assets from
capital transactions 739,644,941 2,875,608,522
- -------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS 991,756,065 3,215,212,648
- -------------------------------------------------------------------------------
NET ASSETS:
Beginning of period 7,657,399,940 4,442,187,292
- -------------------------------------------------------------------------------
End of period $ 8,649,156,005 $ 7,657,399,940
- --------------------------------------------------------------------------------
CASH RESERVES PORTFOLIO
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
FEBRUARY 28, YEAR ENDED AUGUST 31,
1998 ------------------------------------------------------------
(Unaudited) 1997 1996 1995 1994 1993
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
RATIOS/SUPPLEMENTAL DATA:
Net assets (000's omitted) $8,649,156 $7,657,400 $4,442,187 $4,765,406 $2,147,361 $781,470
Ratio of expenses to
average net assets 0.10%+ 0.10% 0.10% 0.10% 0.11% 0.20%
Ratio of net investment
income to average
net assets 5.68%+ 5.57% 5.64% 5.88% 3.87% 3.15%
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 0.22%+ 0.23% 0.23% 0.23% 0.24% 0.25%
Net investment income
to average net assets 5.56%+ 5.44% 5.50% 5.75% 3.74% 3.10%
- ---------------------------------------------------------------------------------------------------------------------------------
+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 preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts and disclosures in the financial statements. Actual
results could differ from those estimates.
The significant accounting policies consistently followed by the 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
$6,618,719, of which $3,040,866 was voluntarily waived for the six months ended
February 28, 1998. 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 $2,206,240, all of which were voluntarily waived
for the six months ended February 28, 1998. 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 $165,501,676,391 and $164,382,220,872, respectively, for
the six months ended February 28, 1998.
4. LINE OF CREDIT The Portfolio, along with other CitiFunds, entered into an
agreement with a bank which allows the Funds collectively to borrow up to $60
million for temporary or emergency purposes. Interest on borrowings, if any, is
charged to the specific fund executing the borrowing at the base rate of the
bank. 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, 1998, the commitment fee allocated to the Portfolio was
$15,151. Since the line of credit was established, there have been no
borrowings.
<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
CFBDS, Inc.
21 Milk Street, 5th Floor, Boston, MA 02109
(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 LLP
150 Federal Street, Boston, MA 02110
<PAGE>
THE CITIFUNDS FAMILY
LARGE CAP STOCKS
o CitiFunds Growth & Income Portfolio
o CitiFunds Large Cap Growth Portfolio
SMALL CAP STOCKS
o CitiFunds Small Cap Growth Portfolio
o CitiFunds Small Cap Value Portfolio
INTERNATIONAL STOCKS
o CitiFunds International Growth & Income Portfolio
GROWTH WITH INCOME
o CitiFunds Balanced Portfolio
BONDS
o CitiFunds Intermediate Income Portfolio
o CitiFunds Short-Term U.S. Government Income Portfolio
o CitiFunds New York Tax Free Income Portfolio
o CitiFunds National Tax Free Income Portfolio
MONEY MARKETS
o CitiFunds Cash Reserves
o CitiFunds U.S. Treasury Reserves
o CitiFunds Tax Free Reserves
o CitiFunds New York Tax Free Reserves
o CitiFunds California Tax Free Reserves
o CitiFunds Connecticut Tax Free Reserves
PREMIUM MONEY MARKETS
o CitiFunds Premium Liquid Reserves
o CitiFunds Premium U.S. Treasury Reserves
INSTITUTIONAL MONEY MARKETS
o CitiFunds Institutional Liquid Reserves
o CitiFunds Institutional U.S. Treasury Reserves
o CitiFunds Institutional Tax Free Reserves
o CitiFunds Institutional Cash Reserves
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.
For more information contact your Service Agent or call 1-800-625-4554
CitiFunds are made available by CFBDS, Inc. as distributor.
(C)1998 Citicorp [Recycle Logo] Printed on recycled paper CFS/PLR/298
<PAGE>
Semi-Annual Report o February 28, 1998
[LOGO]
Premium
U.S. Treasury Reserves
[Graphic Omitted]
MONEY MARKETS
- --------------------------------------------------------------------------------
INVESTMENT PRODUCTS:
NOT FDIC INSURED o NO BANK GUARANTEE o MAY LOSE VALUE
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
Letter to Our Shareholders 1
- --------------------------------------------------------------------------------
Portfolio Environment and Outlook 2
- --------------------------------------------------------------------------------
Fund Facts 3
- --------------------------------------------------------------------------------
Fund Performance 4
- --------------------------------------------------------------------------------
CITIFUNDS PREMIUM U.S. TREASURY RESERVES
Statement of Assets and Liabilities 5
- --------------------------------------------------------------------------------
Statement of Operations 6
- --------------------------------------------------------------------------------
Statement of Changes in Net Assets 7
- --------------------------------------------------------------------------------
Financial Highlights 8
- --------------------------------------------------------------------------------
Notes to Financial Statements 9
- --------------------------------------------------------------------------------
U.S. TREASURY RESERVES PORTFOLIO
Portfolio of Investments 12
- --------------------------------------------------------------------------------
Statement of Assets and Liabilities 13
- --------------------------------------------------------------------------------
Statement of Operations 13
- --------------------------------------------------------------------------------
Statement of Changes in Net Assets 14
- --------------------------------------------------------------------------------
Financial Highlights 14
- --------------------------------------------------------------------------------
Notes to Financial Statements 15
- --------------------------------------------------------------------------------
<PAGE>
LETTER TO OUR SHAREHOLDERS
Dear Shareholder:
The six-month period ended February 28, 1998 was a good one for most financial
assets, especially U.S. stocks and bonds. A remarkably resilient economy, low
rates of inflation and lower interest rates were primarily responsible for the
above-average returns provided by longer-term investments. However, shorter-term
assets -- including money market securities -- did not share the benefits these
positive economic influences provided. As interest rates declined during the
period, so did yields on most money market securities.
Nonetheless, we are pleased with the performance of CitiFundsSM Premium U.S.
Treasury Reserves. Despite the difficult market environment for short-term
fixed-income securities, the portfolio continued to provide shareholders with a
competitive level of investment income from short-term U.S. Treasury securities.
Among other highlights of the reporting period, your Fund has changed its
name to CitiFunds Premium U.S. Treasury Reserves. The Fund's investment
objective and management approach remain the same.
Finally, we would like to thank you for your continued confidence and
participation.
Sincerely,
/s/ Philip W. Coolidge
Philip W. Coolidge
President
March 20, 1998
<PAGE>
PORTFOLIO ENVIRONMENT AND OUTLOOK
SHORT-TERM INTEREST RATES GENERALLY DECLINED OVER THE PAST SIX MONTHS. At the
same time, the U.S. economy continued to grow in the late stages of one of the
longest expansions since World War II. Unlike previous economic cycles, however,
this one has been particularly notable for its persistently low inflation rate.
Inflation has remained benign despite strong economic growth -- about 4% in 1997
- -- and low unemployment.
A crisis in emerging Asian markets, where currency devaluations in late
October led to sharp drops in stock and bond markets, provided more reason for
investors and economists to conclude that inflation would not soon become a
problem. Dramatically lower demand from Asia for certain goods and services from
multinational companies based in the U.S. was expected to dampen domestic
economic growth and forestall dormant inflation pressures. Accordingly, the
Federal Reserve maintained its monetary policy, neither raising nor lowering key
short-term interest rates.
OUR STRATEGY HAS BEEN TO ATTEMPT TO MAINTAIN HIGH YIELDS in this environment
by managing the average maturity of the portfolio in anticipation of changes in
short-term interest rates. As interest rates declined, we maintained a
relatively long average maturity in order to capture higher yields for as long
as possible. However, because yields on longer-dated money market securities
declined more rapidly than yields on shorter-dated notes, opportunities to
capture higher yields were limited using this strategy. In addition, to maintain
its AAA rating, the portfolio does not exceed an average maturity of 60 days.
What's more, yields on U.S. Treasury securities were unusually low relative
to other types of money market securities during the six-month period. This was
primarily a result of the federal government's progress toward balancing its
budget. A strong economy boosted tax revenues at the same time that a
restrictive fiscal policy curbed spending. Because the federal government has
less need to borrow under such conditions, the available supply of U.S. Treasury
bills and notes has become increasingly limited. Yet, demand for these
investments remains high from domestic and overseas investors seeking the
unparalleled credit quality of investments backed by the U.S. government.
WE EXPECT YIELDS ON MONEY MARKET SECURITIES TO MOVE MODESTLY LOWER. If our
economic forecast is correct, longer-term interest rates should continue to
decline modestly in response to slower U.S. economic growth. We believe that the
Federal Reserve Board would have little reason to raise interest rates in a
slow-growth environment. In fact, it is possible that the Federal Reserve might
reduce key short-term interest rates to stimulate growth if the economy falters.
Whatever the next six months hold, we will continue to manage the portfolio
according to the approach we have followed for years. We intend to adjust the
average maturity in anticipation of changes in interest rates and shift assets
among the sectors of the short-term money market that we believe are most
attractive. We believe that this strategy will provide competitive returns
commensurate with a stable principal value.
<PAGE>
FUND FACTS
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.
INVESTMENT ADVISER, DIVIDENDS
U.S. TREASURY RESERVES PORTFOLIO Declared daily, paid monthly
Citibank, N.A.
BENCHMARK
COMMENCEMENT OF OPERATIONS Lipper S&P AAA rated U.S. Treasury
March 1, 1991 Money Market Funds Average
NET ASSETS AS OF 2/28/98
$275.3 million
<PAGE>
FUND PERFORMANCE
TOTAL RETURNS
SINCE
ALL PERIODS ENDING FEBRUARY 28, 1998 SIX ONE FIVE MARCH 1, 1991
(Unaudited) MONTHS** YEAR YEARS* INCEPTION*
- ------------------------------------------------------------------------------
CitiFunds Premium U.S. Treasury Reserves 2.42% 4.94% 4.38% 4.35%
Lipper S&P AAA rated U.S. Treasury Money
Market Funds Average 2.40% 4.87% 4.26% 4.25%+
* Average Annual Total Return
** Not Annualized
+ From 2/28/91
7-DAY YIELDS
Annualized Current 4.77%
Effective 4.84%
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.
Note: A money market fund's yield more closely reflects the current earnings of
the fund than does the total return.
Note: The Fund seeks to maintain a stable $1.00 per share price, although there
is no assurance that this will be so on a continuing basis. Fund shares are not
insured or guaranteed by the U.S. Government. Yields and total returns will
fluctuate and past performance is no guarantee of future results. Total return
figures include reinvestment of dividends. Returns and yields reflect certain
voluntary fee waivers. If the waivers were not in place, the Fund's returns
would have been lower.
<PAGE>
CITIFUNDS PREMIUM U.S. TREASURY RESERVES
STATEMENT OF ASSETS AND LIABILITIES
FEBRUARY 28, 1998 (Unaudited)
- -------------------------------------------------------------------------------
ASSETS:
Investment in U.S. Treasury Reserves Portfolio, at value (Note 1) $275,744,464
Receivable for shares of beneficial interest sold 37,002
- -------------------------------------------------------------------------------
Total assets 275,781,466
- -------------------------------------------------------------------------------
LIABILITIES:
Dividends payable 358,348
Payable to affiliate -- Shareholder Servicing Agents' fees
(Note 3B) 20,878
Accrued expenses and other liabilities 107,747
- -------------------------------------------------------------------------------
Total liabilities 486,973
- -------------------------------------------------------------------------------
NET ASSETS for 275,294,493 shares of beneficial interest
outstanding $275,294,493
- --------------------------------------------------------------------------------
NET ASSETS CONSIST OF:
Paid-in capital $275,294,493
- -------------------------------------------------------------------------------
NET ASSET VALUE, OFFERING PRICE, AND REDEMPTION PRICE PER SHARE $1.00
- -------------------------------------------------------------------------------
See notes to financial statements
<PAGE>
CITIFUNDS PREMIUM U.S. TREASURY RESERVES
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED FEBRUARY 28, 1998 (Unaudited)
- -------------------------------------------------------------------------------
INVESTMENT INCOME (Note 1A):
Income from U.S. Treasury Reserves Portfolio $6,706,437
Allocated expenses from U.S. Treasury Reserves Portfolio (127,253)
- -------------------------------------------------------------------------------
$6,579,184
EXPENSES:
Administrative fees (Note 3A) 440,597
Shareholder Servicing Agents' fees (Note 3B) 125,885
Distribution fees (Note 4) 125,885
Shareholder reports 16,007
Custodian fees 10,822
Transfer agent fees 8,500
Registration fees 7,031
Auditing fees 4,900
Legal fees 3,610
Trustee fees 3,253
Miscellaneous 12,705
- -------------------------------------------------------------------------------
Total expenses 759,195
Less aggregate amounts waived by Administrator and
Distributor (Notes 3A and 4) (314,550)
- -------------------------------------------------------------------------------
Net expenses 444,645
- -------------------------------------------------------------------------------
Net investment income $6,134,539
- -------------------------------------------------------------------------------
See notes to financial statements
<PAGE>
CITIFUNDS PREMIUM U.S. TREASURY RESERVES
STATEMENT OF CHANGES IN NET ASSETS
SIX MONTHS ENDED
FEBRUARY 28,
1998 YEAR ENDED
(Unaudited) AUGUST 31, 1997
- -------------------------------------------------------------------------------
FROM INVESTMENT ACTIVITIES:
Net investment income, declared as dividends
to shareholders (Note 2) $ 6,134,539 $ 11,157,027
- -------------------------------------------------------------------------------
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
AT NET ASSET VALUE OF $1.00 PER SHARE (Note 5):
Proceeds from sale of shares $292,784,882 $ 693,918,717
Net asset value of shares issued to
shareholders from reinvestment of dividends 4,231,618 8,023,990
Cost of shares repurchased (261,163,159) (697,772,839)
- --------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS 35,853,341 4,169,868
- --------------------------------------------------------------------------------
NET ASSETS:
Beginning of period 239,441,152 235,271,284
- --------------------------------------------------------------------------------
End of period $275.294,493 $ 239,441,152
- -------------------------------------------------------------------------------
See notes to financial statements
<PAGE>
CITIFUNDS PREMIUM U.S. TREASURY RESERVES
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
SIX MONTHS
ENDED EIGHT MONTHS
FEBRUARY 28, YEAR ENDED AUGUST 31, ENDED YEAR ENDED
1998 -------------------------------------- AUGUST 31, AUGUST 31,
(Unaudited) 1997 1996 1995 1994 1993 1992
- ---------------------------------------------------------------------------------------------------
<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 0.02392 0.04794 0.04851 0.04999 0.03087 0.01810 0.03363
Less dividends
from net
investment income (0.02392) (0.04794) (0.04851) (0.04999) (0.03087) (0.01810) (0.03363)
- ---------------------------------------------------------------------------------------------------
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) $275,294 $239,441 $235,271 $317,312 $252,458 $223,544 $238,188
Ratio of expenses
to average net
assets+ 0.45%* 0.45% 0.45% 0.45% 0.45% 0.45%* 0.45%
Ratio of net
investment income
to average net
assets+ 4.85%* 4.80% 4.88% 5.02% 3.09% 2.72%* 3.28%
Total return 2.42%** 4.90% 4.96% 5.12% 3.13% 2.75%** 3.42%
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 $0.22773 $0.04414 $0.04463 $0.04601 $0.02667 $0.01537 $0.02922
RATIOS:
Expenses to
average net
assets+ 0.84%* 0.83% 0.85% 0.84% 0.87% 0.85%* 0.88%
Net investment
income to average
net assets+ 4.48%* 4.42% 4.49% 4.62% 2.67% 2.31%* 2.85%
- ---------------------------------------------------------------------------------------------------
</TABLE>
+ Includes the Fund's share of U.S. Treasury Reserves Portfolio's allocated
expenses.
* Annualized.
** Not Annualized
See notes to financial statements
<PAGE>
CITIFUNDS PREMIUM U.S. TREASURY RESERVES
NOTES TO FINANCIAL STATEMENTS (Unaudited)
1. SIGNIFICANT ACCOUNTING POLICIES CitiFunds Premium U.S. Treasury Reserves (the
'Fund') is a diversified separate series of CitiFunds Premium Trust (the
'Trust'), a Massachusetts business trust. Effective January 2, 1998 Landmark
Premium U.S. Treasury Reserves changed its name to CitiFunds Premium U.S.
Treasury Reserves. The Trust also changed its name from Landmark Premium Trust
to CitiFunds Premium 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. CFBDS, Inc. ('CFBDS'), (formerly
Landmark Funds Broker-Dealer Services, Inc.) acts as the Trust's Administrator
and Distributor. Citibank also serves as Sub-Administrator and makes shares
available to customers through various Shareholder Servicing Agents.
The 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 (34.4% at February 28, 1998) 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 preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts and disclosures in the financial statements. Actual
results could differ from those estimates.
The significant accounting policies consistently followed by the Fund are as
follows:
A. 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 CFBDS. 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, Eastern standard time, and all of the net income of the Fund so determined
is declared as a dividend to shareholders of record at the time of such
determination. Dividends are distributed in the form of additional shares of the
Fund or, at the election of the shareholder, in cash (subject to the policies of
the shareholder's Shareholder Servicing Agent) on or prior to the last business
day of the month.
3. 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, CFBDS 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 $440,597,
of which $188,665 was voluntarily waived for the six months ended February 28,
1998. Citibank acts as Sub-Administrator and performs such duties and receives
such compensation from CFBDS as from time to time is agreed to by CFBDS 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 $125,885 for the six months ended February 28, 1998.
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 $125,885, all of which was voluntarily waived for the six months
ended February 28, 1998.
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 $222,059,722 and $192,596,962, respectively, for the
six months ended February 28, 1998.
<PAGE>
U.S. TREASURY RESERVES PORTFOLIO
PORTFOLIO OF INVESTMENTS February 28, 1998
(Unaudited)
PRINCIPAL
AMOUNT
ISSUER (000'S OMITTED) VALUE
- ---------------------------------------------------
U.S. TREASURY BILLS -- 80.4%
- ---------------------------------------------------
United States
Treasury Bills due
3/05/98 $ 51,040 $ 51,018,901
United States
Treasury Bills due
3/12/98 79,625 79,514,410
United States
Treasury Bills due
3/26/98 137,833 137,375,348
United States
Treasury Bills due
4/02/98 75,302 74,968,372
United States
Treasury Bills due
4/16/98 85,000 84,442,797
United States
Treasury Bills due
4/23/98 126,8215 125,851,341
United States
Treasury Bills due
6/25/98 22,240 21,876,698
United States
Treasury Bills due
7/23/98 35,037 34,338,383
United States
Treasury Bills due
9/17/98 37,386 36,348,798
------------
645,735,048
------------
U.S. TREASURY NOTES -- 26.6%
- ---------------------------------------------------
United States
Treasury
Notes, 5.13%
due 3/31/98 $ 40,000 $39,993,251
United States
Treasury
Notes, 6.13%
due 3/31/98 35,000 35,019,824
United States
Treasury
Notes, 6.13%
due 5/15/98 32,810 32,861,148
United States
Treasury
Notes, 6.25%
due 6/30/98 105,000 105,320,339
-----------
213,194,562
-----------
TOTAL INVESTMENTS,
AT AMORTIZED
COST 107.0% 858,929,610
OTHER ASSETS, LESS
LIABILITIES (7.0) (56,191,402)
----------------------------
NET ASSETS 100.0% $802,738,208
----------------------------
See notes to financial statements
<PAGE>
U.S. TREASURY RESERVES PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
FEBRUARY 28, 1998 (Unaudited)
- ------------------------------------------------------------------------------
ASSETS:
Investments, at amortized cost (Note 1A) $858,929,610
Cash 2,650
Receivable for investment sold 24,895,417
Interest receivable 3,462,594
- ------------------------------------------------------------------------------
Total assets 887,290,271
- ------------------------------------------------------------------------------
LIABILITIES:
Payable for investment purchased 84,442,797
Payable to affiliate -- Investment Advisory fees (Note 2A) 96,956
Accrued expenses and other liabilities 12,310
- ------------------------------------------------------------------------------
Total liabilities 84,552,063
- ------------------------------------------------------------------------------
NET ASSETS $802,738,208
- ------------------------------------------------------------------------------
REPRESENTED BY:
Paid-in capital for beneficial interests $802,738,208
- ------------------------------------------------------------------------------
U.S. TREASURY RESERVES PORTFOLIO
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED FEBRUARY 28, 1998 (Unaudited)
- --------------------------------------------------------------------------------
INVESTMENT INCOME (Note 1B) $23,097,277
EXPENSES:
Investment Advisory fees (Note 2A) $ 655,060
Administrative fees (Note 2B) 218,353
Custodian fees 110,241
Auditing fees 11,000
Trustee fees 6,498
Legal fees 7,012
Miscellaneous 25,344
- ------------------------------------------------------------------------------
Total expenses 1,033,508
Less aggregate amounts waived by Investment
Adviser and Administrator (Notes 2A and 2B) (594,547)
Less fees paid indirectly (Note 1D) (416)
- ------------------------------------------------------------------------------
Net expenses 438,545
- ------------------------------------------------------------------------------
Net investment income $22,658,732
- ------------------------------------------------------------------------------
See notes to financial statements
<PAGE>
U.S. TREASURY RESERVES PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
SIX MONTHS ENDED
FEBRUARY 28,
1998 YEAR ENDED
(Unaudited) AUGUST 31, 1997
- --------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS:
Net investment income $ 22,658,732 $ 43,903,935
- --------------------------------------------------------------------------------
CAPITAL TRANSACTIONS:
Proceeds from contributions 827,794,709 1,742,310,476
Value of withdrawals (955,625,429) (1,646,108,001)
- --------------------------------------------------------------------------------
Net increase (decrease) in net assets
from capital transactions (127,830,720) 96,202,475
- --------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS (105,171,988) 140,106,410
- --------------------------------------------------------------------------------
NET ASSETS:
Beginning of period 907,910,196 767,803,786
- --------------------------------------------------------------------------------
End of period $802,738,208 $ 907,910,196
- --------------------------------------------------------------------------------
U.S. TREASURY RESERVES PORTFOLIO
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
SIX MONTHS EIGHT
ENDED MONTHS YEAR
FEBRUARY 28, YEAR ENDED AUGUST 31, ENDED ENDED
1998 -------------------------------------- AUGUST 31, DECEMBER 31,
(Unaudited) 1997 1996 1995 1994 1993 1992
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
RATIOS/SUPPLEMENTAL
DATA:
Net Assets, end of
period (000's
omitted) $802,738 $907,910 $767,804 $832,258 $726,569 $521,818 $590,769
Ratio of expenses to
average net assets 0.10%'D' 0.10% 0.10% 0.10% 0.12% 0.20%'D' 0.24%
Ratio of net
investment income
to average net
assets 5.16%'D' 5.15% 5.20% 5.36% 3.43% 2.96%'D' 3.59%
Note: If the agents of the Portfolio had not voluntarily waived a portion of their fees for the
periods indicated and the expenses were not reduced for fees paid indirectly for the years after
August 31, 1995, the ratios would have been as follows:
RATIOS:
Expenses to average
net assets 0.24%'D' 0.24% 0.25% 0.25% 0.26% 0.25%'D' 0.25%
Net investment
income to average
net assets 5.02%'D' 5.01% 5.05% 5.21% 3.30% 2.91%'D' 3.58%
- ---------------------------------------------------------------------------------------------------
</TABLE>
'D' Annualized
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
Investment Adviser of the Portfolio is Citibank N.A. ('Citibank'). Signature
Financial Group (Grand Cayman), Ltd. ('SFG') acts as the Portfolio's
Administrator.
The preparation of financial statements in accordance with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts and disclosures in the
financial statements. Actual results could differ from those estimates.
The significant accounting policies consistently followed by the 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.
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. Investment Income and Expenses Investment 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 Portfolio's custodian bank calculates its fees
based on the Portfolio'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 Portfolio. 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 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 $655,060,
of which $376,194 was voluntarily waived for the six months ended February 28,
1998. 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 fees amounted to $218,353, all of which was
voluntarily waived for the six months ended February 28, 1998. 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 $4,195,145,141 and $4,255,621,845, respectively, for the
six months ended February 28, 1998.
4. LINE OF CREDIT The Portfolio, along with other CitiFunds, entered into an
agreement with a bank which allows the Funds collectively to borrow up to $60
million for temporary or emergency purposes. Interest on borrowings, if any, is
charged to the specific fund executing the borrowing at the base rate of the
bank. 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, 1998, the commitment fee allocated to the Portfolio was
$1,664. Since the line of credit was established, there have been no borrowings.
<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
CFBDS, Inc.
21 Milk Street, 5th Floor, Boston, MA 02109
(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 LLP
150 Federal Street, Boston, MA 02110
<PAGE>
THE CITIFUNDS FAMILY
LARGE CAP STOCKS
o CitiFunds Growth & Income Portfolio
o CitiFunds Large Cap Growth Portfolio
SMALL CAP STOCKS
o CitiFunds Small Cap Growth Portfolio
o CitiFunds Small Cap Value Portfolio
INTERNATIONAL STOCKS
o CitiFunds International Growth & Income Portfolio
GROWTH WITH INCOME
o CitiFunds Balanced Portfolio
BONDS
o CitiFunds Intermediate Income Portfolio
o CitiFunds Short-Term U.S. Government Income Portfolio
o CitiFunds New York Tax Free Income Portfolio
o CitiFunds National Tax Free Income Portfolio
MONEY MARKETS
o CitiFunds Cash Reserves
o CitiFunds U.S. Treasury Reserves
o CitiFunds Tax Free Reserves
o CitiFunds New York Tax Free Reserves
o CitiFunds California Tax Free Reserves
o CitiFunds Connecticut Tax Free Reserves
PREMIUM MONEY MARKETS
o CitiFunds Premium Liquid Reserves
o CitiFunds Premium U.S. Treasury Reserves
INSTITUTIONAL MONEY MARKETS
o CitiFunds Institutional Liquid Reserves
o CitiFunds Institutional U.S. Treasury Reserves
o CitiFunds Institutional Tax Free Reserves
o CitiFunds Institutional Cash Reserves
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.
For more information contact your Service Agent or call 1-800-625-4554.
CitiFunds are made available by CFBDS, Inc. as distributor.
(C)1998 Citicorp [Recycle Logo] Printed on recycled paper CFS/CUS/298
