LANDMARK INTERNATIONAL EQUITY FUND, 497, 1995-04-07

LANDMARK INTERNATIONAL EQUITY FUND
497, 1995-04-07

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<PAGE>
Rule 497(C)
File Nos. 33-36556 and 811-6154
PROSPECTUS
April 3, 1995

LANDMARK INTERNATIONAL EQUITY FUND
(A member of the LandmarkSM Family of Funds)
Class A and B Shares
This Prospectus describes Landmark International Equity Fund, a mutual fund
in the Landmark Family of Funds. Citibank, N.A. is the investment adviser.
- --------------------------------------------------------------------------------
UNLIKE OTHER MUTUAL FUNDS WHICH DIRECTLY ACQUIRE AND MANAGE THEIR OWN
PORTFOLIOS OF SECURITIES, THE FUND SEEKS ITS INVESTMENT OBJECTIVES BY INVESTING
ALL OF ITS INVESTABLE ASSETS IN INTERNATIONAL EQUITY PORTFOLIO (CALLED THE
"PORTFOLIO"). THE PORTFOLIO HAS THE SAME INVESTMENT OBJECTIVE AND POLICIES AS
THE FUND. SEE "SPECIAL INFORMATION CONCERNING INVESTMENT STRUCTURE" ON PAGE 9.
- --------------------------------------------------------------------------------

REMEMBER THAT SHARES OF THE FUND:
* ARE NOT INSURED BY THE FDIC OR ANY OTHER AGENCY
* ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, CITIBANK
OR ANY OF ITS AFFILIATES
* ARE SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL
AMOUNT INVESTED

This Prospectus concisely sets forth information about the Fund that a
prospective investor should know before investing. A Statement of Additional
Information dated April 3, 1995 (and incorporated by reference in this
Prospectus) has been filed with the Securities and Exchange Commission. Copies
of the Statement of Additional Information may be obtained without charge, and
further inquiries about the Fund may be made, by contacting the investor's
Shareholder Servicing Agent (see inside back cover for address and phone
number).

TABLE OF CONTENTS

2 Prospectus Summary
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4 Expense Summary
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6 Condensed Financial Information
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7 Investment Information
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8 Risk Considerations
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10 Valuation of Shares
Classes of Shares
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12 Purchases
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15 Exchanges
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16 Redemptions
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17 Dividends and Distributions
Management
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20 Tax Matters
Performance Information
-----------------------------------------
21 General Information
-----------------------------------------
22 Appendix -- Permitted Investments and
Investment Practices
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
INVESTORS SHOULD READ THIS PROSPECTUS AND RETAIN IT FOR FUTURE REFERENCE.

<PAGE>

PROSPECTUS SUMMARY
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See the body of the Prospectus for more information on the topics discussed
in this summary.

THE FUND: This Prospectus describes Landmark International Equity Fund, a mutual
fund. The Fund seeks its investment objective by investing its investable assets
in the Portfolio, which has the same investment objective and policies as the
Fund. There can be no assurance that the Fund will achieve its objective.

INVESTMENT OBJECTIVE AND POLICIES: Long-term capital growth; dividend income, if
any, is incidental to this investment objective. Through the Portfolio, the Fund
invests primarily in common stocks of non-U.S. issuers, including issuers in
developing countries, with an emphasis on established companies with medium to
large capitalizations and seasoned management teams ("Established Companies").
Because the Fund invests through the Portfolio, all references in this
Prospectus to the Fund include the Portfolio, except as otherwise noted.

INVESTMENT ADVISER AND DISTRIBUTOR: Citibank, N.A. ("Citibank" or the
"Adviser"), a wholly-owned subsidiary of Citicorp, is the investment adviser.
Citibank and its affiliates manage more than $73 billion in assets worldwide.
The Landmark Funds Broker-Dealer Services, Inc. ("LFBDS") is the distributor of
shares of the Fund (the "Distributor"). See "Management."

PURCHASES AND REDEMPTIONS: Customers of Shareholder Servicing Agents may
purchase and redeem shares of the Fund on any Business Day. See "Purchases" and
"Redemptions."

PRICING: Investors may select Class A or Class B shares, with different expense
levels and sales charges (if made available by the investors' Shareholder
Servicing Agents). See "Classes of Shares," "Purchases" and "Management --
Distribution Arrangements."

CLASS A SHARES. Offered at net asset value plus any applicable initial sales
charge (maximum of 4.75% of the public offering price) and subject to a
distribution fee at the annual rate of 0.10% of the average daily net assets
represented by the Class A shares. Purchases of $1 million or more are not
subject to aninitial sales charge, but are subject to a 1.00% contingent
deferred sales charge in the event of certain redemptions within 12 months
following purchase.

The sales charge on Class A shares may be reduced or eliminated through the
following programs:

Letter of Intent
Right of Accumulation
Reinstatement Privilege

See "Purchases" and "Redemptions."

CLASS B SHARES: Offered at net asset value (a maximum contingent deferred sales
charge of 5.00% of the lesser of the shares' net asset value at redemption or
their original purchase price is imposed on certain redemptions made within six
years of the date of purchase) and subject to a distribution fee at the annual
rate of 0.75% of the average daily net assets represented by the Class B shares
and a service fee of 0.10% of the average daily net assets represented by Class
B shares. Class B shares automatically convert into Class A shares (which have a
lower distribution fee) approximately eight years after purchase.

EXCHANGES: Shares may be exchanged for shares of the corresponding class of most
other Landmark Funds. See "Exchanges."

DIVIDENDS: Dividends, if any, are declared and paid semi-annually. Net capital
gains are distributed annually. See "Dividends and Distributions."

REINVESTMENT: All dividends and capital gains distributions may be received
either in cash or in Fund shares of the same class at net asset value, subject
to the policies of a shareholder's Shareholder Servicing Agent. See "Dividends
and Distributions."

WHO SHOULD INVEST: The Fund has its own suitability considerations and risk
factors, as summarized below and described in more detail in "Investment
Information" and "Risk Considerations." The Fund is not intended to provide a
complete investment program.

Investing primarily in common stocks of non-U.S. issuers, including issuers
in developing countries, the Fund is designed for investors seeking long-term
capital growth who are willing to commit a portion of their assets to non-U.S.
investment and for whom current income is not a primary consideration.

RISK FACTORS: There can be no assurance that the Fund will achieve its
investment objective, and the Fund's net asset value will fluctuate based on
changes in the values of the underlying portfolio securities. Equity securities
fluctuate in value based on many factors, including actual and anticipated
earnings, changes in management, political and economic developments and the
potential for takeovers and acquisitions. The value of debt securities generally
fluctuates based on changes in the actual and perceived creditworthiness of
issuers. Also, the value of debt securities generally goes down when interest
rates go up, and vice versa. As a result, an investor's shares may be worth more
or less at redemption than at the time of purchase.

The Fund invests primarily in securities of non-U.S. issuers. The special
risks of investing in non-U.S. securities include possible adverse political,
social and economic developments abroad, differing regulations to which non-
U.S. issuers are subject and different characteristics of non-U.S. economies and
markets. The Fund's non-U.S. securities often will trade in non-U.S. currencies,
which can be volatile and may be subject to governmental controls or
intervention. In addition, securities of non-U.S. issuers may be less liquid and
their prices more volatile than those of comparable U.S. issuers. The Fund may
invest in securities of issuers in developing countries, and all of these risks
are increased for investments in such issuers.

Certain investment practices, such as the use of forward non-U.S. currency
exchange contracts, also may entail special risks. Investors should read "Risk
Considerations" for more information about risk factors.

<PAGE>

EXPENSE SUMMARY

The following table summarizes estimated shareholder transaction and annual
operating expenses for Class A and B shares of the Fund. The Fund invests all of
its investable assets in the Portfolio. The Trustees of the Fund believe that
the aggregate per share expenses of the Fund and the Portfolio will be less than
or approximately equal to the expenses that the Fund would incur if the assets
of the Fund were invested directly in the types of securities held by the
Portfolio. For more information on costs and expenses, see "Management" - page
17 and "General Information - Expenses" - page 22.*

Class A Class B
- ------------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases (as a
percentage of offering price) ........................ 4.75% None
Maximum Contingent Deferred Sales Charge (as a
percentage of original
purchase price or redemption See
proceeds, whichever is less) .......................... Below(1) 5.00%
ANNUAL FUND OPERATING EXPENSES AFTER FEE WAIVERS
(AS A PERCENTAGE OF AVERAGE NET ASSETS):
Investment Management Fee(2) ........................... 1.00% 1.00%
12b-1 Fees (including service fees for
Class B shares)(2)(3) ............................... 0.10% 0.85%
Other Expenses
Administrative Services Fees(2) ....................... 0.20% 0.20%
Shareholder Servicing Agent Fees(2) ................... 0.25% 0.25%
Other Operating Expenses(2)(4) ........................ 0.20% 0.20%
Total Fund Operating Expenses(5) ....................... 1.75% 2.50%

(1) Purchases of $1 million or more are not subject to an initial sales charge;
however, a contingent deferred sales charge of 1.00% will be imposed in the
event of certain redemptions within 12 months following purchase. See "Classes
of Shares" and "Purchases."
(2) After fee waivers.
(3) 12b-1 distribution fees are asset-based sales charges. Long-term
shareholders in the Fund could pay more in sales charges than the economic
equivalent of the maximum front-end sales charges permitted by the National
Association of Securities Dealers, Inc. The figure for Class B shares includes
service fees, which are payable at the annual rate of 0.10% of the average daily
net assets represented by Class B shares.

(4) LFBDS has agreed to pay the ordinary operating expenses of the Fund, subject
to certain exceptions. LFBDS receives a fee from the Fund. See "General
Information - Expenses."

(5) Absent fee waivers, "Total Fund Operating Expenses" would have been 2.50%
for Class A shares and 3.25% for Class B shares.

* This table is intended to assist investors in understanding the various costs
and expenses that a shareholder of the Fund will bear, either directly or
indirectly. Because Class B shares were not offered during the Fund's most
recent fiscal year, Other Operating Expenses in the table with respect to Class
B shares are based on estimated amounts for the current fiscal year. There can
be no assurance that the fee waivers reflected in the table will continue at
their present levels.

More complete descriptions of the following expenses of the Fund and the
Portfolio are set forth on the following pages: (i) investment management fee -
page 17, (ii) distribution and service fees - page 19, (iii) administrative
services fees - page 18, and (iv) shareholder servicing agent fees - page 19.

EXAMPLE: A shareholder would pay the following expenses on a $1,000 investment,
assuming, except as otherwise noted, redemption at the end of each period
indicated below.

ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
- --------------------------------------------------------------------------------
Class A shares(1) .................. $ 64 $100 $138 $244
Class B shares:
Assuming complete redemption at
end of period(2)(3) .............. $ 75 $108 $153 $265
Assuming no redemption(3) ......... $ 25 $ 78 $133 $265

(1) Assumes deduction at the time of purchase of the maximum 4.75% sales load.

(2) Assumes deduction at the time of redemption of the maximum applicable
contingent deferred sales charge.

(3) Ten-year figures assume conversion of Class B shares to Class A shares
approximately eight years after purchase.

The Example assumes that all dividends are reinvested, and reflects certain
voluntary fee waivers. If waivers were not in place, the amounts in the example
would be $66, $106, $148 and $264 for Class A shares and $78, $117, $168 and
$302 for Class B shares (assuming complete redemption at the end of each
period). For the Class A shares expenses are based on the Fund's fiscal year
ended December 31, 1994. Expenses for Class B shares are estimated because Class
B shares were not offered during the fiscal year ended December 31, 1994. The
assumption of a 5% annual return is required by the Securities and Exchange
Commission for all mutual funds, and is not a prediction of the Fund's
performance. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES OF THE FUND. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN.

<PAGE>
CONDENSED FINANCIAL INFORMATION

The following table provides condensed financial information about the Fund for
the periods indicated. The information below should be read in conjunction with
the financial statements appearing in the Fund's Annual Report to Shareholders,
which is incorporated by reference in the Statement of Additional Information.
The financial statements and notes, as well as the tables below, have been
audited by Price Waterhouse LLP (for the fiscal year ended December 31 1994) and
Deloitte & Touche LLP (for periods prior to the fiscal year ended December 31,
1994), independent certified public accountants. The report of Price Waterhouse
LLP is included in the Fund's Annual Report. Copies of the Annual Report may be
obtained without charge from an investor's Shareholder Servicing Agent (see
inside of back cover for address and phone number).

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
CLASS A SHARES
(No Class B shares were outstanding during these periods.)
MARCH 1, 1991
(COMMENCEMENT OF
YEAR ENDED DECEMBER 31 OPERATIONS) TO
1994 1993 1992 DECEMBER 31, 1991
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, beginning of period ............................ $ 12.93 $ 9.96 $ 10.13 $ 10.00
--------- --------- --------- ---------
Income from Operations:
Net investment income (loss) .................................... 0.001<F2> (0.003)<F2> 0.052 0.098
Net realized and unrealized gain (loss) on investments .......... (1.483) 2.973 (0.199) 0.062
--------- --------- --------- ---------
Total from investment operations .............................. (1.482) 2.970 (0.147) 0.160
--------- --------- --------- ---------
Less Distributions:
From net investment income ...................................... (0.001) -- (0.023) (0.030)
In excess of net investment income ............................. (0.007) -- --
--------- --------- --------- ---------
Total from distributions ...................................... (0.008) -- -- --
--------- --------- --------- ---------
Net Asset Value, end of period .................................. $ 11.44 $ 12.93 $ 9.96 $ 10.13
========= ========= ========= =========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted) ....................... $ 28,848 $28,088 $ 6,711 $ 4,031
Ratio of expenses to average net assets ......................... 1.75%<F4> 1.75% 1.75% 1.75%<F1>
Ratio of net investment income (loss) to average net assets ..... 0.00% (0.02%) 0.57% 1.03%<F1>
Portfolio turnover .............................................. 5%<F5> 36% 42% 29%
Total return .................................................... (11.46%) 29.82% (1.45%) 1.61%<F3>

Note: If certain agents of the Fund for the periods indicated and certain agents of the Portfolio for the period May 1, 1994 to
December 31, 1994 had not waived a portion of their fees, the Administrator had not agreed to pay certain ordinary operating
expenses of the Fund, an expense reimbursement agreement had not been in effect during the periods indicated, and expenses had not
been limited as required by certain state securities law, the net investment income (loss) per share and the ratios would have been
as follows:

Net investment income (loss) per share ...................... $(0.018)<F2> $(0.116)<F2> $ (0.016) $ 0.028
RATIOS:
Expenses to average net assets .............................. 1.90%<F4> 2.50% 2.50% 2.50%<F1>
Net investment income (loss) to average net assets .......... (0.15%) (0.77%) (0.18%) 0.29%<F1>

<FN>
<F1> Annualized.
<F2> Because of the significant increase in Fund shares outstanding during the
year ended December 31, 1993, the per share amount for net investment
income was computed using a monthly average number of shares outstanding
during the year.
<F3> Not annualized.
<F4> Includes the Fund's share of Portfolio allocated expenses for the period
May 1, 1994 to December 31, 1994.
<F5> Portfolio turnover represents the rate of portfolio activity for the
period while the Fund was making investments directly in securities. The
portfolio turnover rate for May 1, 1994 to December 31, 1994, the period
since the Fund transferred all of its investable assets to the
Portfolio, was 25%.

</TABLE>

<PAGE>

INVESTMENT INFORMATION
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INVESTMENT OBJECTIVE: The investment objective of the Fund is long-term capital
growth. Dividend income, if any, is incidental to this investment objective.

The investment objective of the Fund may be changed by its Trustees without
approval by the Fund's shareholders, but shareholders will be given written
notice at least 30 days before any change is implemented. Of course, there can
be no assurance that the Fund will achieve its investment objective.

INVESTMENT POLICIES: The Fund seeks its objective by investing mainly in common
stocks of companies organized in countries other than the United States,
including developing countries. Under normal circumstances, at least 65% of the
Fund's total assets is invested in equity securities, and at least 65% of the
Fund's total assets is invested in securities of issuers organized in at least
three countries other than the U.S. For purposes of this policy, equity
securities are defined as common stock, securities convertible into common
stock, and trust or limited partnership interests, and include securities
purchased directly or in the form of sponsored American Depositary Receipts
("ADRs"), European Depositary Receipts ("EDRs") or other similar securities
representing common stock of non-U.S issuers. The Adviser seeks opportunities to
invest in non-U.S. economies which are growing faster than that of the U.S.

In selecting common stocks the Adviser emphasizes securities issued by
established companies with medium to large market capitalizations, i.e., $750
million or more, and seasoned management teams ("Established Companies") which
the Adviser believes possess above average prospects for growth. The Adviser may
also select other securities of non-U.S. issuers which it believes provide an
opportunity for appreciation, such as fixed income securities, convertible and
non-convertible bonds, preferred stock and warrants. The Fund's assets usually
consist of issues listed on securities exchanges, and its long-term
non-convertible debt investments carry at least a Baa rating from Moody's
Investors Service, Inc. ("Moody's") or a BBB rating from Standard & Poor's
Ratings Group ("S&P") or are determined by the Adviser to be of equivalent
quality.

TEMPORARY INVESTMENTS. During periods of unusual economic or market
conditions or for temporary defensive purposes or liquidity, the Fund may invest
without limit in cash and in U.S. dollar-denominated high quality money market
and short-term instruments. These investments may result in a lower yield than
would be available from investments with a lower quality or longer term.

OTHER PERMITTED INVESTMENTS. For more information regarding the Fund's
permitted investments and investment practices, see the Appendix -- Permitted
Investments and Investment Practices on p. 22. The Fund will not necessarily
invest or engage in each of the investments and investment practices in the
Appendix but reserves the right to do so.

INVESTMENT RESTRICTIONS. The Statement of Additional Information contains a
list of specific investment restrictions which govern the investment policies of
the Fund, including a limitation that the Fund may borrow from banks in an
amount not to exceed 33 1/3% of its net assets for extraordinary or emergency
purposes (e.g., to meet redemption requests). Certain of these specific
restrictions may not be changed without shareholder approval. Except as
otherwise indicated, the Fund's investment objective and policies may be changed
without shareholder approval. If a percentage or rating restriction (other than
a restriction as to borrowing) is adhered to at the time an investment is made,
a later change in percentage or rating resulting from changes in the Fund's
securities will not be a violation of policy.

PORTFOLIO TURNOVER. Securities of the Fund will be sold whenever the Adviser
believes it is appropriate to do so in light of the Fund's investment objective,
without regard to the length of time a particular security may have been held.
The turnover rate for the Fund is not expected to exceed 100% annually; for the
fiscal year ended December 31, 1993 this rate was 36%; for the period January 1,
1994 to April 30, 1994 the turnover rate for the Fund was 5% and for the period
May 1, 1994 to December 31, 1994 the turnover rate for the Portfolio was 25%.
The amount of brokerage commissions and realization of taxable capital gains
will tend to increase as the level of portfolio activity increases.

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

RISK CONSIDERATIONS
- ------------------------------------------------------------------------------

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

CHANGES IN NET ASSET VALUE. The Fund's net asset value will fluctuate based
on changes in the values of the underlying portfolio securities. This means that
an investor's shares may be worth more or less at redemption than at the time of
purchase. Equity securities fluctuate in response to general market and economic
conditions and other factors, including actual and anticipated earnings, changes
in management, political developments and the potential for takeovers and
acquisitions. During periods of rising interest rates the value of debt
securities generally declines, and during periods of falling rates the value of
these securities generally increases. Changes by recognized rating agencies in
the rating of any debt security, and actual or perceived changes in an issuer's
ability to make principal or interest payments, also affect the value of these
investments.

CREDIT RISK OF DEBT SECURITIES. Investors should be aware that securities
offering above average yields may at times involve above average risks.
Securities rated Baa by Moody's or BBB by S&P and equivalent unrated securities
may have speculative characteristics. Adverse economic or changing circumstances
are more likely to lead to a weakened capacity to make principal and interest
payments than is the case for higher grade obligations.

NON-U.S. SECURITIES. Investments in non-U.S. securities involve risks
relating to political, social and economic developments abroad, as well as risks
resulting from the differences between the regulations to which U.S. and
non-U.S. issuers and markets are subject. These risks may include expropriation,
confiscatory taxation, withholding taxes on dividends and interest, limitations
on the use or transfer of portfolio assets and political or social instability.
Enforcing legal rights may be difficult, costly and slow in non-U.S. countries,
and there may be special problems enforcing claims against non-U.S. governments.
In addition, non-U.S. companies may not be subject to accounting standards or
governmental supervision comparable to U.S. companies, and there may be less
public information about their operations. Non-U.S. markets may be less liquid
and more volatile than U.S. markets, and may offer less protection to investors
such as the Fund.

Because non-U.S. securities often are denominated in currencies other than
the U.S. dollar, changes in currency exchange rates will affect the Fund's net
asset value, the value of dividends and interest earned and gains and losses
realized on the sale of securities. In addition, some non-U.S. currency values
may be volatile and there is the possibility of governmental controls on
currency exchanges or governmental intervention in currency markets.

The Fund may invest its assets in issuers located in developing countries,
which are generally defined as countries in the initial stages of their
industrialization cycles with low per capita income. All of the risks of
investing in non-U.S. securities are heightened by investing in issuers in
developing countries. Shareholders should be aware that investing in the equity
and fixed income markets of developing countries involves exposure to economic
structures that are generally less diverse and mature, and to political systems
which can be expected to have less stability, than those of developed countries.
Historical experience indicates that the markets of developing countries have
been more volatile than the markets of developed countries with more mature
economies; such markets often have provided higher rates of return and greater
risks. These heightened risks include (i) greater risks of expropriation,
confiscatory taxation and nationalization, and less social, political and
economic stability; (ii) the small current size of markets for securities of
issuers based in developing countries and the currently low or non-existent
volume of trading, resulting in a lack of liquidity and in price volatility;
(iii) certain national policies which may restrict the Fund's investment
opportunities including restrictions on investing in issuers or industries
deemed sensitive to relevant national interests; and (iv) the absence of
developed legal structures.

The costs attributable to non-U.S. investing, such as the costs of
maintaining custody of securities in non-U.S. countries, frequently are higher
than those attributable to U.S. investing. As a result, the operating expense
ratio of the Fund is expected to be higher than that of an investment company
investing exclusively in U.S. securities.

INVESTMENT PRACTICES. Certain of the investment practices employed for the
Fund may entail certain risks. See the Appendix -- Permitted Investments and
Investment Practices on page 22.

SPECIAL INFORMATION CONCERNING INVESTMENT STRUCTURE: Unlike other mutual funds
which directly acquire and manage their own portfolio securities, the Fund seeks
its investment objective by investing all of its investable assets in the
Portfolio, a registered investment company. The Portfolio has the same
investment objective and policies as the Fund. In addition to selling a
beneficial interest to the Fund, the Portfolio may sell beneficial interests to
other mutual funds, collective investment vehicles, or institutional investors.
Such investors will invest in the Portfolio on the same terms and conditions and
will pay a proportionate share of the Portfolio's expenses. However, the other
investors investing in the Portfolio are not required to sell their shares at
the same public offering price as the Fund due to variations in sales
commissions and other operating expenses. Therefore, investors in the Fund
should be aware that these differences may result in differences in returns
experienced by investors in the different funds that invest in the Portfolio.
Such differences in returns are also present in other mutual fund structures.
Information concerning other holders of interests in the Portfolio is available
from the Fund's distributor, LFBDS at the address and telephone number indicated
on the back cover of this Prospectus.

The investment objective of the Fund may be changed by its Trustees without
the approval of the Fund's shareholders but shareholders will be given written
notice at least 30 days before any change is implemented. If there is a change
in the Fund's investment objective, shareholders should consider whether the
Fund remains an appropriate investment in light of their then current financial
positions and needs. The investment objective of the Portfolio may be changed
without the approval of the investors in the Portfolio, but not without written
notice thereof to the investors in the Portfolio (and, if the Fund is then
invested in the Portfolio, notice to Fund shareholders) at least 30 days prior
to implementing the change. There can, of course, be no assurance that the
investment objective of either the Fund or the Portfolio will be achieved. See
"Investment Objective, Policies and Restrictions -- Investment Restrictions" in
the Statement of Additional Information for a description of the fundamental
policies of the Fund and the Portfolio that cannot be changed without approval
by the holders of a "majority of the outstanding voting securities" (as defined
in the Investment Company Act of 1940 (the "1940 Act")) of the Fund or
Portfolio. Except as stated otherwise, all investment guidelines, policies and
restrictions described herein and in the Statement of Additional Information are
non- fundamental.

Certain changes in the Portfolio's investment objective, policies or
restrictions or a failure by the Fund's shareholders to approve a change in the
Portfolio's investment objective or restrictions, may preclude the Fund from
investing its investable assets in the Portfolio or require the Fund to withdraw
its interest in the Portfolio. Any such withdrawal could result in an "in kind"
distribution of securities (as opposed to a cash distribution) from the
Portfolio which may or may not be readily marketable. If securities are
distributed, the Fund could incur brokerage, tax or other charges in converting
the securities to cash. The in kind distribution may result in the Fund having a
less diversified portfolio of investments or adversely affect the liquidity of
the Fund. Notwithstanding the above, there are other means for meeting
shareholder redemption requests, such as borrowing. The absence of substantial
experience with this investment structure could have an adverse effect on an
investment in the Fund.

Smaller funds investing in the Portfolio may be materially affected by the
actions of larger funds investing in the Portfolio. For example, if a large fund
withdraws from the Portfolio, the remaining funds may subsequently experience
higher pro rata operating expenses, thereby producing lower returns.
Additionally, because the Portfolio would become smaller, it may become less
diversified, resulting in increased portfolio risk; however, these possibilities
exist for traditionally structured funds which have large or institutional
investors who may withdraw from a fund. Also, funds with a greater pro rata
ownership in the Portfolio could have effective voting control of the operations
of the Portfolio. If the Fund is requested to vote on matters pertaining to the
Portfolio (other than a vote by the Fund to continue the operation of the
Portfolio upon the withdrawal of another investor in the Portfolio), the Fund
will hold a meeting of its shareholders and will cast all of its votes
proportionately as instructed by its shareholders who vote at the meeting.
Shareholders of the Fund who do not vote will have no effect on the outcome of
such matters.

The Fund may withdraw its investment from the Portfolio at any time, if the
Fund's Board of Trustees determines that it is in the best interest of the Fund
to do so. Upon any such withdrawal, the Board of Trustees would consider what
action might be taken, including the investment of all of the investable assets
of the Fund in another pooled investment entity having the same investment
objective as the Fund or the retaining of an investment adviser to manage the
Fund's assets in accordance with the investment policies described above. In the
event the Fund's Trustees were unable to find a substitute investment company in
which to invest the Fund's assets or were unable to secure directly the services
of an investment adviser, the Trustees would determine the best course of
action.

For a description of the management of the Portfolio, see "Management" --
page 17. For descriptions of the expenses of the Portfolio, see "Management" and
"General Information -- Expenses" -- page 22. For a description of the
investment objective, policies and restrictions of the Portfolio, see
"Investment Information" -- page 7.

VALUATION OF SHARES
- ------------------------------------------------------------------------------

Net asset value per share of each class of shares of the Fund is determined
each day the New York Stock Exchange is open for trading (a "Business Day").
This determination is made once each day as of the close of regular trading on
the Exchange (currently 4:00 p.m. Eastern time) by adding the market value of
all securities and other assets attributable to a class of the Fund (including
its interest in the Portfolio), then subtracting the liabilities charged to the
class, and then dividing the result by the number of outstanding shares of the
class. Per share net asset value of each class of the Fund's shares may differ
because Class B shares bear higher expenses than Class A shares. The net asset
value per share of each class of shares is effective for orders received and
accepted by the Distributor prior to its calculation.

Portfolio securities and other assets are valued primarily on the basis of
market quotations, or if quotations are not available, by a method believed to
accurately reflect fair value. Non-U.S. securities are valued based on
quotations from the primary market in which they are traded and are translated
from the local currency into U.S. dollars using current exchange rates. In light
of the non-U.S. nature of the Fund's investments, trading may take place in
securities held by the Fund on days that are not Business Days and on which it
will not be possible to purchase or redeem shares of the Fund.

CLASSES OF SHARES
- ------------------------------------------------------------------------------

DIFFERENCES AMONG THE CLASSES: Class A and B shares of the Fund represent
interests in the same mutual fund. The primary distinctions between the classes
of the Fund's shares are their initial and contingent deferred sales charge
structures and their ongoing expenses, including service fees and asset-based
sales charges in the form of distribution fees. These differences are summarized
in the following table. Each class has distinct advantages and disadvantages for
different investors, and investors may choose the class that best suits their
circumstances and objectives.

ANNUAL 12B-1 FEES
(AS A PERCENTAGE OF AVERAGE
SALES CHARGE DAILY NET ASSETS) OTHER INFORMATION
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------
CLASS A Maximum initial sales charge Distribution fee of 0.10% Initial sales charge waived or reduced for
of 4.75% of the public certain purchases; a contingent deferred
offering price sales charge may apply in certain instances
where the initial sales charge is waived

CLASS B Maximum contingent deferred Distribution fee of 0.75%; Shares convert to Class A shares
sales charge of 5.00% of the Service fee of 0.10% approximately eight years after issuance
lesser of redemption proceeds
or original purchase price;
declines to zero after six
years
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

FACTORS TO CONSIDER IN CHOOSING A CLASS OF SHARES: In deciding which class of
shares to purchase, investors should consider the cost of sales charges together
with the cost of the ongoing annual expenses described below, as well as any
other relevant facts and circumstances.

SALES CHARGES. Class A shares are sold at net asset value plus an initial
sales charge of up to 4.75% of the public offering price (except that for
purchases of $1 million or more, no initial sales charge is imposed and a
contingent deferred sales charge may be imposed instead). Because of this
initial sales charge, not all of a Class A shareholder's purchase price is
invested in the Fund. Class B shares are sold with no initial sales charge, but
a contingent deferred sales charge (up to 5.00% of the lesser of the shares' net
asset value at redemption or the original purchase price) applies to redemptions
made within six years of purchase. Thus, the entire amount of a Class B
shareholder's purchase price is immediately invested in the Fund.

WAIVERS AND REDUCTIONS OF SALES CHARGES. Class A share purchases of at least
$25,000 and Class A share purchases made under the Fund's reduced sales charge
plan may be made at a reduced sales charge. In considering the combined cost of
sales charges and ongoing annual expenses, investors should take into account
any reduced sales charges on Class A shares for which they may be eligible.

The entire initial sales charge on Class A shares is waived for certain
eligible purchasers. However, a 1.00% contingent deferred sales charge is
imposed on certain redemptions of Class A shares on which no initial sales
charge was assessed. Because Class A shares bear lower ongoing annual expenses
than Class B shares, in most cases investors eligible for reduced initial sales
charges should purchase Class A shares.

The contingent deferred sales charge may be waived upon redemption of
certain Class B shares. See "Purchases."

ONGOING ANNUAL EXPENSES. Class A shares pay an annual 12b-1 distribution fee
of 0.10% of average daily net assets. Class B shares pay an annual 12b-1
distribution fee of 0.75% of average daily net assets and an annual service fee
of 0.10% of average daily net assets represented by Class B shares. Annual 12b-1
distribution fees are a form of asset-based sales charge. An investor should
consider both ongoing annual expenses and initial or contingent deferred sales
charges in estimating the costs of investing in the different classes of Fund
shares over various time periods.

CONVERSION OF CLASS B SHARES: A shareholder's Class B shares will
automatically convert to Class A shares in the Fund approximately eight years
after the date of issuance, together with a pro rata portion of all Class B
shares representing dividends and other distributions paid in additional Class B
shares. The conversion will be effected at the relative net asset values per
share of the two classes on the first Business Day of the month in which the
eighth anniversary of the issuance of the Class B shares occurs. If a
shareholder effects one or more exchanges among Class B shares of the Landmark
Funds during the eight-year period, the holding periods for the shares so
exchanged will be counted toward the eight-year period. Because the per share
net asset value of the Class A shares may be higher than that of the Class B
shares at the time of conversion, a shareholder may receive fewer Class A shares
than the number of Class B shares converted, although the dollar value will be
the same. See "Valuation of Shares." The conversion of Class B shares to Class A
shares is subject to the continuing availability of a ruling from the Internal
Revenue Service or an opinion of counsel that the conversion will not constitute
a taxable event for federal tax purposes. There can be no assurance that such a
ruling or opinion will be available, and the conversion of Class B shares to
Class A shares will not occur if such ruling or opinion is not available. In
that event, Class B shares would continue to be subject to higher expenses than
Class A shares for an indefinite period.

OTHER INFORMATION: See "Purchases," "Redemptions" and "Management --
Distribution Arrangements" for a more complete description of the initial and
contingent deferred sales charges and distribution fees for each class of shares
of the Fund. By purchasing shares an investor agrees to the imposition of
initial and deferred sales charges as described in this Prospectus.

PURCHASES
- ------------------------------------------------------------------------------

The Fund offers two classes of shares, Class A and B shares, with different
expense levels and sales charges. See "Classes of Shares" for more information.
WHEN PLACING PURCHASE ORDERS, INVESTORS SHOULD SPECIFY WHETHER THE ORDER IS FOR
CLASS A OR CLASS B SHARES. ALL SHARE PURCHASE ORDERS THAT FAIL TO SPECIFY A
CLASS AUTOMATICALLY WILL BE INVESTED IN CLASS A SHARES.

Shares of the Fund are offered continuously and may be purchased on any
Business Day at the public offering price either through a securities broker
which has a sales agreement with the Distributor or through a bank or other
financial institution which has an agency agreement with the Distributor. Such a
bank or financial institution will receive transaction fees that are equal to
the commissions paid to securities brokers. Shares of the Fund are being offered
exclusively to customers of a Shareholder Servicing Agent (i.e., a financial
institution, such as a federal or state-chartered bank, trust company, savings
and loan association or savings bank, or a securities broker, that has entered
into a shareholder servicing agreement concerning the Fund). An investor's
Shareholder Servicing Agent may not make available both classes of shares. The
public offering price is the net asset value next determined after an order is
transmitted to and accepted by the Distributor, plus any applicable sales charge
for Class A shares. Each Shareholder Servicing Agent is required to promptly
forward orders for Fund shares to the Distributor. The Fund and the Distributor
reserve the right to reject any purchase order and to suspend the offering of
Fund shares for a period of time.

Each shareholder's account is established and maintained by his or her
Shareholder Servicing Agent, which will be the shareholder of record of the
Fund. Each Shareholder Servicing Agent may establish its own terms, conditions
and charges with respect to services it offers to its customers. Charges for
these services may include fixed annual fees and account maintenance fees. The
effect of any such fees will be to reduce the net return on the investment of
customers of that Shareholder Servicing Agent.

Shareholder Servicing Agents will not transmit purchase orders to the
Distributor until they have received the purchase price in federal or other
immediately available funds. If Fund shares are purchased by check, there will
be a delay (usually not longer than two business days) in transmitting the
purchase order until the check is converted into federal funds.

PURCHASING CLASS A SHARES: INITIAL SALES CHARGE -- CLASS A SHARES. The Fund's
public offering price of Class A shares is the next determined net asset
value, plus any applicable sales charge, which will vary with the size of the
purchase as shown in the following table:
36p6

- ----------------------------------------------------------------------------
SALES CHARGE AS
PERCENTAGE OF THE
-----------------
AMOUNT OF PURCHASE
AT THE PUBLIC NET BROKER COMMISSION AS
PUBLIC OFFERING OFFERING AMOUNT PERCENTAGE OF THE
PRICE PRICE INVESTED PUBLIC OFFERING PRICE
- ----------------------------------------------------------------------------
Less than $25,000 .. 4.75% 4.99% 4.23%
$25,000 to less than
$50,000 ............ 4.50% 4.71% 4.01%
$50,000 to less than
$100,000 ........... 4.00% 4.17% 3.56%
$100,000 to less
than $250,000 ...... 3.50% 3.63% 3.12%
$250,000 to less
than $500,000 ...... 2.50% 2.56% 2.23%
$500,000 to less
than $1,000,000 .... 2.00% 2.04% 1.78%
$1,000,000 or more . none* none* none
------------
*A contingent deferred sales charge may apply in certain instances.
- ----------------------------------------------------------------------------

SALES CHARGE ELIMINATION -- CLASS A SHARES. Class A shares of the Fund are
available without a sales charge through exchanges for Class A shares of most
other Landmark Funds. See "Exchanges." Also, the sales charge does not apply to
Class A shares acquired through the reinvestment of dividends and capital gains
distributions. Class A shares may be purchased without a sales charge by:

(i) tax exempt organizations under Section 501(c)(3-13) of the Internal
Revenue Code (the "Code"),

(ii) trust accounts for which Citibank or any subsidiary or affiliate of
Citibank (a "Citibank Affiliate") acts as trustee and exercises
discretionary investment management authority,

(iii) accounts purchasing shares through the Private Client Division of
Citicorp Investment Services, or through other programs accessed through
the Private Client Division of Citicorp Investment Services, or the
private banking division of either Citibank, N.A., Citibank FSB or
Citicorp Trust, N.A.,

(iv) accounts for which Citibank or any Citibank Affiliate performs investment
advisory services,

(v) accounts for which Citibank or any Citibank Affiliate charges fees for
acting as custodian,

(vi) trustees of any investment company for which Citibank or any Citibank
Affiliate serves as the investment adviser or as a shareholder servicing
agent,

(vii) any affiliated person of the Fund, the Adviser, the Distributor, the
Administrator or any Shareholder Servicing Agent,

(viii) shareholder accounts established through a reorganization or similar form
of business combination approved by the Fund's Board of Trustees or by
the Board of Trustees of any other Landmark Fund the terms of which
entitle those shareholders to purchase shares of the Fund or any other
Landmark Fund at net asset value without a sales charge,

(ix) employee benefit plans qualified under Section 401 of the Code, including
salary reduction plans qualified under Section 401(k) of the Code,
subject to such minimum requirements as may be established by the
Distributor with respect to the number of employees or amount of
purchase; currently, these criteria require that (a) the employer
establishing the qualified plan have at least 50 eligible employees or
(b) the amount invested by such qualified plan in the Fund or in any
combination of Landmark Funds totals a minimum of $500,000,

(x) investors purchasing $1 million or more of Class A shares. However, a
contingent deferred sales charge will be imposed on such investments in
the event of certain share redemptions within 12 months following the
share purchase, at the rate of 1.00% of the lesser of the value of the
shares redeemed (exclusive of reinvested dividends and capital gains
distributions) or the total cost of such shares. In determining whether a
contingent deferred sales charge on Class A shares is payable, and if so,
the amount of the charge, it is assumed that shares not subject to the
contingent deferred sales charge are the first redeemed followed by other
shares held for the longest period of time. All investments made during a
calendar month will age one month on the last day of the month and each
subsequent month. Any applicable contingent deferred sales charge will be
deferred upon an exchange of Class A shares for Class A shares of another
Landmark Fund and deducted from the redemption proceeds when such
exchanged shares are subsequently redeemed (assuming the contingent
deferred sales charge is then payable). The holding period of Class A
shares so acquired through an exchange will be aggregated with the period
during which the original Class A shares were held. The contingent
deferred sales charge on Class A shares will be waived under the same
circumstances as the contingent deferred sales charge on Class B shares
will be waived. See "Sales Charge Waivers -- Class B Shares." Any
applicable contingent deferred sales charges will be paid to the
Distributor,

(xi) subject to appropriate documentation, investors where the amount invested
represents redemption proceeds from a mutual fund (other than a Landmark
Fund) if: (i) the redeemed shares were subject to an initial sales charge
or a deferred sales charge (whether or not actually imposed); and (ii)
such redemption has occurred no more than 90 days prior to the purchase
of Class A shares of the Fund, or

(xii) an investor who has a business relationship with an investment consultant
or other registered representative who joined a broker-dealer which has a
sales agreement with the Distributor from another investment firm within
six months prior to the date of purchase by such investor, if (a) the
investor redeems shares of another mutual fund sold through the
investment firm that previously employed that investment consultant or
other registered representative, and either paid an initial sales charge
or was at some time subject to, but did not actually pay, a deferred
sales charge or redemption fee with respect to the redemption proceeds,
(b) the redemption is made within 60 days prior to the investment in the
Fund, and (c) the net asset value of the shares of the Fund sold to that
investor without a sales charge does not exceed the proceeds of such
redemption.

REDUCED SALES CHARGE PLANS -- CLASS A SHARES. An individual who is a member
of a qualified group may purchase Class A shares of the Fund at the reduced
sales charge applicable to the group as a whole. The sales charge is based upon
the aggregate dollar value of Class A shares previously purchased and still
owned by the group, plus the amount of the purchase. A "qualified group" is one
which (i) has been in existence for more than six months, (ii) has a purpose
other than acquiring Fund shares at a discount, and (iii) satisfies uniform
criteria which enable the Distributor to realize economies of scale in its costs
of distributing shares. A qualified group must have more than ten members, must
be available to arrange for group meetings between representatives of the Fund
and the members, must agree to include sales and other materials related to the
Fund in its publications and mailings to members at reduced or no cost to the
Distributor, and must seek to arrange for payroll deduction or other bulk
transmission of investments to the Fund.

Reduced initial sales charges on Class A shares also may be achieved through
a RIGHT OF ACCUMULATION or a LETTER OF INTENT. Under a RIGHT OF ACCUMULATION
eligible investors are permitted to purchase Class A shares of the Fund at the
public offering price applicable to the total of (a) the dollar amount then
being purchased, plus (b) an amount equal to the then-current net asset value or
cost (whichever is higher) of the purchaser's combined holdings in the Landmark
Funds. The Right of Accumulation may be amended or terminated at any time.

PURCHASING CLASS B SHARES: CONTINGENT DEFERRED SALES CHARGE -- CLASS B SHARES.
The Fund's public offering price of Class B shares is the next determined net
asset value, and no initial sales charge is imposed. A contingent deferred sales
charge, however, is imposed upon certain redemptions of Class B shares.

Class B shares of the Fund that are redeemed will not be subject to a
contingent deferred sales charge to the extent that the value of such shares
represents (i) capital appreciation of Fund assets, (ii) reinvestment of
dividends or capital gains distributions or (iii) shares redeemed more than six
years after their purchase. Otherwise, redemptions of Class B shares will be
subject to a contingent deferred sales charge. The amount of any appli cable
contingent deferred sales charge will be calculated by multiplying the lesser of
net asset value of such shares at the time of redemption or their original
purchase price by the applicable percentage shown in the following table.

CONTINGENT
DEFERRED
REDEMPTION DURING SALES CHARGE

- ----------------------------------------------------------
lst Year Since Purchase ............ 5.00%
2nd Year Since Purchase ............ 4.00%
3rd Year Since Purchase ............ 3.00%
4th Year Since Purchase ............ 3.00%
5th Year Since Purchase ............ 2.00%
6th Year Since Purchase ............ 1.00%
7th Year (or Later) Since Purchase . None
- ----------------------------------------------------------

In determining the applicability and rate of any contingent deferred sales
charge, it will be assumed that a redemption is made first of Class B shares
representing capital appreciation, next of shares representing the reinvestment
of dividends and capital gains distributions and finally of other shares held by
the shareholder for the longest period of time. The holding period of Class B
shares of the Fund acquired through an exchange with another Landmark Fund will
be calculated from the date that the Class B shares were initially acquired in
one of the other Landmark Funds, and Class B shares being redeemed will be
considered to represent, as applicable, capital appreciation or dividend and
capital gains distribution reinvestments in such other funds. This will result
in any contingent deferred sales charge being imposed at the lowest possible
rate. For federal income tax purposes, the amount of the contingent deferred
sales charge will reduce the gain or increase the loss, as the case may be, on
the amount realized on redemption. Any contingent deferred sales charges will be
paid to the Distributor.

SALES CHARGE WAIVERS -- CLASS B SHARES. The contingent deferred sales charge
will be waived for exchanges. In addition, the contingent deferred sales charge
will be waived for a total or partial redemption made within one year of the
death of the shareholder. This waiver is available where the deceased
shareholder is either the sole shareholder or owns the shares with his or her
spouse as a joint tenant with right of survivorship, and applies only to
redemption of shares held at the time of death. The contingent deferred sales
charge also will be waived in connection with:

(i) a lump sum or other distribution in the case of an Individual Retirement
Account ("IRA"), a self-employed individual retirement plan (so-called
"Keogh Plan") or a custodian account under Section 403(b) of the Code, in
each case following attainment of age 59 1/2,
(ii) a total or partial redemption resulting from any distribution following
retirement in the case of a tax-qualified retirement plan, and
(iii) a redemption resulting from a tax-free return of an excess contribution
to an IRA.

Contingent deferred sales charge waivers will be granted subject to
confirmation by a shareholder's Shareholder Servicing Agent of the shareholder's
status or holdings, as the case may be.

Securities dealers and other financial institutions may receive different
compensation with respect to sales of Class A and Class B shares. The
Distributor, at its expense, may from time to time provide additional
promotional incentives to brokers who sell shares of the Fund. In some
instances, these incentives may be offered to certain brokers who have sold or
may sell significant numbers of shares of the Fund.

EXCHANGES
- ------------------------------------------------------------------------------

Shares of the Fund may be exchanged for shares of the same class of other
Landmark Funds that are made available by a shareholder's Shareholder Servicing
Agent, or may be acquired through an exchange of shares of the same class of
those funds. No initial sales charge is imposed on shares being acquired through
an exchange unless Class A shares are being acquired and the sales charge of the
fund being exchanged into is greater than the current sales charge of the Fund
(in which case an initial sales charge will be imposed at a rate equal to the
difference). No contingent deferred sales charge is imposed on shares being
disposed of through an exchange; however, contingent deferred sales charges may
apply to redemptions of Class B shares acquired through an exchange.

Shareholders must place exchange orders through their Shareholder Servicing
Agents, and may do so by telephone if their account applications so permit. For
more information on telephone transactions see "Redemptions." All exchanges will
be effected based on the relative net asset values per share next determined
after the exchange order is received by the Distributor. See "Valuation of
Shares." Shares of the Fund may be exchanged only after payment in federal funds
for the shares has been made.

This exchange privilege may be modified or terminated at any time, upon at
least 60 days' notice when such notice is required by SEC rules, and is
available only in those jurisdictions where such exchanges legally may be made.
See the Statement of Additional Information for further details. Before making
any exchange, shareholders should contact their Shareholder Servicing Agents to
obtain more information and prospectuses of the Landmark Funds to be acquired
through the exchange.

An exchange is treated as a sale of the shares exchanged and could result in
taxable gain or loss to the shareholder making the exchange.

REDEMPTIONS
- ------------------------------------------------------------------------------

Fund shares may be redeemed at their net asset value next determined after a
redemption request in proper form is received by a shareholder's Shareholder
Servicing Agent (subject to any applicable contingent deferred sales charge).
Shareholders may redeem shares of the Fund only by authorizing their Shareholder
Servicing Agents to redeem such shares on their behalf through the Distributor.
If a redeeming shareholder owns shares of more than one class, Class A shares
will be redeemed first unless the shareholder specifically requests otherwise.

A redemption is treated as a sale of the shares redeemed and could result in
taxable gain or loss to the shareholder making the redemption.

REDEMPTIONS BY MAIL. Shareholders may redeem Fund shares by sending written
instructions in proper form (as determined by a shareholder's Shareholder
Servicing Agent) to their Shareholder Servicing Agents. Shareholders are
responsible for ensuring that a request for redemption is in proper form.

REDEMPTIONS BY TELEPHONE. Shareholders may redeem or exchange Fund shares by
telephone, if their account applications so permit, by calling their Shareholder
Servicing Agents. During periods of drastic economic or market changes or severe
weather or other emergencies, shareholders may experience difficulties
implementing a telephone exchange or redemption. In such an event, another
method of instruction, such as a written request sent via an overnight delivery
service, should be considered. The Fund and each Shareholder Servicing Agent
will employ reasonable procedures to confirm that instructions communicated by
telephone are genuine. These procedures may include recording of the telephone
instructions and verification of a caller's identity by asking for his or her
name, address, telephone number, Social Security number, and account number. If
these or other reasonable procedures are not followed, the Fund or the
Shareholder Servicing Agent may be liable for any losses to a shareholder due to
unauthorized or fraudulent instructions. Otherwise, the shareholder will bear
all risk of loss relating to a redemption or exchange by telephone.

PAYMENT OF REDEMPTIONS. The proceeds of a redemption are paid in federal
funds normally on the next Business Day, but in any event within seven days. If
a shareholder requests redemption of shares which were purchased recently, the
Fund may delay payment until it is assured that good payment has been received.
In the case of purchases by check, this can take up to ten days. See
"Determination of Net Asset Value; Valuation of Securities; Additional Purchase
and Redemption Information" in the Statement of Additional Information regarding
the Fund's right to pay the redemption price in kind with securities (instead of
cash).

REINSTATEMENT PRIVILEGE. Shareholders who have redeemed Class A shares may
reinstate their Fund account without a sales charge up to the dollar amount
redeemed (with a credit for any contingent deferred sales charge paid) by
purchasing Class A shares of the Fund within 30 days after the redemption. To
take advantage of this reinstatement privilege, shareholders must notify their
Shareholder Servicing Agents in writing at the time the privilege is exercised.

Questions about redemption requirements should be referred to the
shareholder's Shareholder Servicing Agent. The right of any shareholder to
receive payment with respect to any redemption may be suspended or the payment
of the redemption price postponed during any period in which the New York Stock
Exchange is closed (other than weekends or holidays) or trading on the Exchange
is restricted or if an emergency exists.

DIVIDENDS AND DISTRIBUTIONS
- ------------------------------------------------------------------------------

Substantially all of the Fund's net income from dividends and interest, if
any, is paid to its shareholders of record as a dividend SEMIANNUALLY on or
about the last day of JUNE and DECEMBER.

The Fund's net realized short-term and long-term capital gains, if any, will
be distributed to the Fund's shareholders at least annually, in December. The
Fund may also make additional distributions to its shareholders to the extent
necessary to avoid the application of the 4% non-deductible excise tax on
certain undistributed income and net capital gains of mutual funds.

Subject to the policies of the shareholder's Shareholder Servicing Agent, a
shareholder may elect to receive dividends and capital gains distributions in
either cash or additional shares of the same class issued at net asset value
without a sales charge. Distributions paid by the Fund with respect to Class A
shares generally will be higher than those paid with respect to Class B shares
because expenses attributable to Class B shares generally will be higher.

MANAGEMENT
- ------------------------------------------------------------------------------

TRUSTEES AND OFFICERS: The Fund is supervised by its Board of Trustees. The
Portfolio is also supervised by a Board of Trustees. In each case, a majority of
the Trustees are not affiliated with the Adviser. In addition, a majority of the
disinterested Trustees of the Fund are different from a majority of the
disinterested Trustees of the Portfolio. More information on the Trustees and
officers of the Fund and the Portfolio appears under "Management" in the
Statement of Additional Information.

INVESTMENT ADVISER: CITIBANK. The Fund draws on the strength and experience of
Citibank. Citibank offers a wide range of banking and investment services to
customers across the United States and throughout the world, and has been
managing money since 1822. Its portfolio managers are responsible for investing
in money market, equity and fixed income securities. Citibank and its affiliates
manage more than $73 billion in assets worldwide. Citibank is a wholly-owned
subsidiary of Citicorp. Citibank also serves as investment adviser to 13 other
Landmark Funds or portfolios.

Citibank manages the Fund's assets pursuant to an investment advisory
agreement ("Advisory Agreement"). Subject to policies set by the Trustees,
Citibank makes investment decisions. Citibank's address is 153 East 53rd Street,
New York, New York 10043.

Henry B. W. de Vismes has served as manager of the Fund since March 1991.
He also manages individual international portfolios and has responsibility for
international equity strategy, global asset allocation and global stock
selection for Citibank. Mr. de Vismes came to Citibank in 1991 after 19 years
at London-based merchant bank Kleinwort Benson Group, where he managed a U.S.-
based international equity fund.

Management's discussion of the Fund's performance is included in the Fund's
Annual Report to Shareholders, which investors may obtain without charge by
contacting their Shareholder Servicing Agents.

ADVISORY FEES. For its services under the Advisory Agreement, the Adviser
receives an investment advisory fee of 1.00%, which is accrued daily and paid
monthly, of the Portfolio's average daily net assets on an annualized basis for
the Portfolio's then-current fiscal year. This investment advisory fee is higher
than the investment advisory fees currently being paid by most investment
companies in general, but it is similar to the fees paid by other investment
companies that also invest primarily in non-U.S. securities.

The Trustees have determined that the 1.00% investment advisory fee is
reasonable in light of the investment policy of investing primarily in non- U.S.
securities.

For the fiscal year ended December 31, 1994, the investment advisory fee
paid to Citibank was $322,502 (1.00% of the Fund's average daily net assets for
that fiscal year).

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

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

ADMINISTRATIVE SERVICES PLANS: The Fund and the Portfolio have administrative
services plans ("Administrative Services Plans") which provide that the Fund and
the Portfolio may obtain the services of an administrator, a transfer agent, a
custodian, and, in the case of the Fund, one or more Shareholder Servicing
Agents, and may enter into agreements providing for the payment of fees for such
services. Under the Fund's Administrative Services Plan, the total of the fees
paid to the Fund's Administrator and Shareholder Servicing Agents may not exceed
0.65% of the Fund's average daily net assets on an annualized basis for the
Fund's then-current fiscal year. Any distribution fees (other than any fee
concerning electronic or other media advertising) payable under the Distribution
Plan for Class A shares of the Fund are included in this precentage limitation
for those shares. For the Class B shares of the Fund this limitation does not
include any amounts payable under the Distribution Plan for Class B shares.
Within this overall limitation, individual fees may vary. Under the Portfolio's
Administrative Services Plan, fees paid to the Portfolio's Administrator may not
exceed 0.05% of the Portfolio's average daily net assets on an annualized basis
for the Portfolio's then-current fiscal year. See "Administrators," "Shareholder
Servicing Agents" and "Transfer Agent, Custodian and Fund Accountant."

ADMINISTRATORS: LFBDS and Signature Financial Group (Cayman), Ltd., either
directly or through a wholly-owned subsidiary ("SFG"), provide certain
administrative services to the Fund and the Portfolio under administrative
services agreements. These administrative services include providing general
office facilities, supervising the overall administration of the Fund and the
Portfolio, and providing persons satisfactory to the Boards of Trustees to serve
as Trustees and officers of the Fund and Portfolio. These Trustees and officers
may be directors, officers or employees of LFBDS, SFG or their affiliates.

For these services, the Administrators receive fees accrued daily and paid
monthly of 0.15% of the average daily net assets of the Fund and 0.05% of the
average daily net assets of the Portfolio, in each case on an annualized basis
for the Fund's or the Portfolio's then-current fiscal year. However, each of the
Administrators has voluntarily agreed to waive a portion of the fees payable to
it as necessary to maintain the projected rate of total operating expenses.
LFBDS has agreed to pay certain expenses of the Fund. See "General Information
- -- Expenses."

LFBDS and SFG are wholly-owned subsidiaries of Signature Financial Group,
Inc. "Landmark" is a service mark of LFBDS.

SUB-ADMINISTRATOR: Pursuant to sub-administrative services agreements, Citibank
performs such sub-administrative duties for the Fund and Portfolio as from time
to time are agreed upon by Citibank and LFBDS or SFG. Citibank's compensation as
sub-administrator is paid by LFBDS or SFG.

SHAREHOLDER SERVICING AGENTS: The Fund has entered into separate shareholder
servicing agreements with each Shareholder Servicing Agent pursuant to which
that Shareholder Servicing Agent provides shareholder services, including
answering customer inquiries, assisting in processing purchase exchange and
redemption transactions and furnishing Fund communications to shareholders. For
these services, each Shareholder Servicing Agent receives a fee from the Fund at
an annual rate of 0.40% of the average daily net assets of the Fund represented
by shares owned by investors for whom such Shareholder Servicing Agent maintains
a servicing relationship. However, each Shareholder Servicing Agent voluntarily
has agreed to waive a portion of its fee.

Some Shareholder Servicing Agents may impose certain conditions on their
customers in addition to or different from those imposed by the Fund, such as
requiring a minimum initial investment or charging their customers a direct fee
for their services. Each Shareholder Servicing Agent has agreed to transmit to
its customers who are shareholders of the Fund appropriate prior written
disclosure of any fees that it may charge them directly and to provide written
notice at least 30 days prior to imposition of any transaction fees.

TRANSFER AGENT, CUSTODIAN AND FUND ACCOUNTANT: State Street Bank and Trust
Company acts as transfer agent and dividend disbursing agent for the Fund. The
principal business address of State Street Bank and Trust Company is 225
Franklin Street, Boston, Massachusetts 02110. Investors Bank & Trust Company
acts as the custodian of the Fund's and the Portfolio's assets. Securities may
be held by a sub-custodian bank approved by the Trustees. Signature Financial
Services, Inc. provides fund accounting services and calculates the daily net
asset value for the Fund.

DISTRIBUTION ARRANGEMENTS: LFBDS is the distributor of shares of the Fund and
also serves as distributor for each of the other Landmark Funds and as a
Shareholder Servicing Agent for certain investors. LFBDS receives distribution
fees from the Fund pursuant to Distribution Plans adopted in accordance with
Rule 12b-1 under the 1940 Act. As distributor, LFBDS also collects the sales
charges imposed on purchases of Class A shares and collects any contingent
deferred sales charges imposed on redemptions of Class A and Class B shares. In
those states where LFBDS is not a registered broker-dealer, shares of the Fund
are sold through Signature Broker-Dealer Services, Inc., as dealer.

The Fund maintains separate plans of distribution pertaining to Class A
shares and Class B shares (collectively "Plans"). The Class A Plan provides that
the Fund will pay the Distributor a monthly distribution fee at an annual rate
not to exceed 0.10% of the average daily net assets represented by Class A
shares. The Class A Plan also permits the Fund to pay the Distributor an
additional fee (not to exceed 0.05% of the average daily net assets represented
by Class A shares) in anticipation of or as reimbursement for print or
electronic media advertising expenses incurred in connection with the sale of
Class A shares. The Fund did not pay anything under this provision during 1994
and does not anticipate doing so during the current fiscal year.

The Class B Plan provides that the Fund may pay the Distributor a monthly
distribution fee and a monthly service fee at annual rates not to exceed,
respectively, 0.75% and 0.25% of the average daily net assets represented by
Class B shares. Currently, the service fee for Class B shares is 0.10% per annum
of the average daily net assets represented by Class B shares.

The Distributor uses the distribution fees under the Plans to offset the
Fund's marketing costs attributable to the classes, such as preparation of sales
literature, advertising, and printing and distributing prospectuses and other
shareholder materials to prospective investors. In addition, the Distributor may
use the distribution fees to pay costs related to distribution activities,
including employee salaries, bonuses and other overhead expenses. The
Distributor also uses the distribution fees under the Class B Plan to offset the
commissions it pays to brokers and other institutions for selling the Fund's
Class B shares. The Fund and the Distributor provide to the Trustees quarterly a
written report of amounts expended pursuant to the Plans and the purposes for
which the expenditures were made.

During the period they are in effect, the Plans and related distribution
agreements pertaining to each class of shares ("Distribution Agreements")
obligate the Fund to pay distribution fees to LFBDS as compensation for its
distribution activities, not as reimbursement for specific expenses incurred.
Thus, even if LFBDS's expenses exceed its distribution fees for the Fund, the
Fund will not be obligated to pay more than those fees and, if LFBDS's expenses
are less than such fees, it will retain its full fees and realize a profit. The
Fund will pay the distribution fees to LFBDS until either the applicable Plan or
Distribution Agreement is terminated or not renewed. In that event, LFBDS's
expenses in excess of distribution fees received or accrued through the
termination date will be LFBDS's sole responsibility and not obligations of the
Fund. In their annual consideration of the continuation of the Fund's Plans, the
Trustees will review each Plan and LFBDS's expenses for each class separately.

Each class of shares of the Fund has exclusive voting rights with respect to
the Plan for that class.

From time to time LFBDS may make payments for distribution and/or
shareholder servicing activities out of its past profits or any other sources
available to it.

TAX MATTERS
- ------------------------------------------------------------------------------

This discussion of taxes is for general information only. Investors should
consult their own tax advisers about their particular situations.

The Fund intends to meet the requirements of the Internal Revenue Code
applicable to regulated investment companies so that it will not be liable for
any federal income or excise taxes.

Fund dividends and capital gains distributions are subject to federal income
tax and may also be subject to state and local taxes. Dividends and
distributions are treated in the same manner for federal tax purposes whether
they are paid in cash or as additional shares. Generally, distributions from the
Fund's net investment income and short-term capital gains will be taxed as
ordinary income. A portion of distributions from net investment income may be
eligible for the dividends-received deduction available to corporations.
Distributions of net long-term capital gains will be taxed as such regardless of
how long the shares of the Fund have been held.

Fund distributions will reduce the Fund's net asset value per share.
Shareholders who buy shares just before the Fund makes a distribution may thus
pay the full price for the shares and then effectively receive a portion of the
purchase price back as a taxable distribution.

The Fund may pay withholding or other taxes to non-U.S. governments during
the year. These taxes will reduce the Fund's dividends; however, the Fund
expects that shareholders normally may be able to claim an offsetting tax credit
or itemized deduction for non-U.S. taxes paid by the Fund.

Early each year, the Fund will notify its shareholders of the amount and tax
status of distributions paid to shareholders for the preceding year.

Investors should consult their own tax advisers regarding the status of
their accounts under state and local laws.

PERFORMANCE INFORMATION
- ------------------------------------------------------------------------------

Fund performance may be quoted in advertising, shareholder reports and other
communications in terms of yield, effective yield or total rate of return. All
performance information is historical and is not intended to indicate future
performance. Yields and total rates of return fluctuate in response to market
conditions and other factors, and the value of the Fund's shares when redeemed
may be more or less than their original cost.

The Fund may provide its period and average annualized "total rates of
return." The "total rate of return" refers to the change in the value of an
investment in the Fund over a stated period which was made at the maximum public
offering price and reflects any change in net asset value per share and is
compounded to include the value of any shares purchased with any dividends or
capital gains declared during such period. Period total rates of return may be
"annualized." An "annualized" total rate of return assumes that the period total
rate of return is generated over a one-year period. These total rate of return
quotations may be accompanied by quotations which do not reflect the reduction
in value of the investment due to the initial or contingent deferred sales
charges, and which are thus higher.

The Fund may provide annualized "yield" and "effective yield" quotations.
The "yield" of the Fund refers to the income generated by an investment in the
Fund over a 30-day or one-month period (which period is stated in any such
advertisement or communication). This income is then annualized; that is, the
amount of income generated by the investment over that period is assumed to be
generated each month over a one-year period and is shown as a percentage of the
maximum public offering price on the last day of that period. The "effective
yield" is calculated similarly, but when annualized the income earned by the
investment during that 30-day or one-month period is assumed to be reinvested.
The effective yield is slightly higher than the yield because of the compounding
effect of this assumed reinvestment. A "yield" quotation, unlike a total rate of
return quotation, does not reflect changes in net asset value.

The Fund will include performance data for each class of Fund shares in any
advertisements, reports or communications including Fund performance data. Of
course, any fees charged by a shareholder's Shareholder Servicing Agent will
reduce that shareholder's net return on his or her investment. See the Statement
of Additional Information for more information concerning the calculation of
yield and total rate of return quotations for the Fund.

GENERAL INFORMATION
- ------------------------------------------------------------------------------

ORGANIZATION: The Fund is a series of Landmark International Equity Funds, a
Massachusetts business trust which was organized on August 7, 1990. It is an
open-end management investment company registered under the 1940 Act.

The Fund is a diversified mutual fund. Under the 1940 Act, a diversified
mutual fund must invest at least 75% of its assets in cash and cash items, U.S.
Government securities, investment company securities and other securities
limited as to any one issuer to not more than 5% of the total assets of the
mutual fund and not more than 10% of the voting securities of the issuer.

Under Massachusetts law, shareholders of a business trust may, under certain
circumstances, be held personally liable as partners for the trust's
obligations. However, the risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances in which both
inadequate insurance existed and the trust itself was unable to meet its
obligations.

The Portfolio is a series of The Premium Portfolios, a trust organized under
the laws of the State of New York. The Declaration of Trust of The Premium
Portfolios provides that the Fund and other entities investing in the Portfolio
are each liable for all obligations of the Portfolio. It is not expected that
the liabilities of the Portfolio would ever exceed its assets.

VOTING AND OTHER RIGHTS: The Fund may issue an unlimited number of shares, may
create new series of shares and may divide shares in each series into classes.
Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All shares of each series of
the Fund have equal voting rights except that, in matters affecting only a
particular class, only shares of that particular class are entitled to vote.

At any meeting of shareholders of the Fund, a Shareholder Servicing Agent
may vote any shares of which it is the holder of record and for which it does
not receive voting instructions proportionately in accordance with the
instructions it receives for all other shares of which that Shareholder
Servicing Agent is the holder of record.

The Fund's activities are supervised by its Board of Trustees. As a
Massachusetts business trust, the Fund is not required to hold annual
shareholder meetings. Shareholder approval will usually be sought only for
changes in the Fund's or the Portfolio's fundamental investment restrictions and
for the election of Trustees under certain circumstances. Trustees may be
removed by shareholders under certain circumstances. Each share of the Fund is
entitled to participate equally in dividends and other distributions and the
proceeds of any liquidation of the Fund except that, due to the differing
expenses borne by each class, dividends and proceeds generally will be lower for
Class B shares than for Class A shares.

CERTIFICATES: The Fund's Transfer Agent maintains a share register for
shareholders of record, i.e., Shareholder Servicing Agents. Share certificates
are not issued.

RETIREMENT PLANS: Investors may be able to establish new accounts in the Fund
under one of several tax-sheltered plans. Such plans include IRAs, Keogh or
Corporate Profit-Sharing and Money-Purchase Plans, 403(b) Custodian Accounts,
and certain other qualified pension and profit-sharing plans. Investors should
consult with their Shareholder Servicing Agents and tax and retirement advisers.

EXPENSES: LFBDS has agreed to pay the Fund's ordinary operating expenses
(excluding interest, taxes, brokerage commissions, litigation costs or other
extraordinary costs and expenses and except for the fees paid under the Fund's
Advisory Agreement, Administrative Services Agreement, Distribution Agreement
and Shareholder Servicing Agreements). LFBDS receives a fee from the Fund, in
addition to the administrative services and distribution fees, estimated and
accrued daily and paid monthly in an amount such that immediately after any such
payment the aggregate ordinary operating expenses of the Fund would not on a per
annum basis exceed an agreed upon rate, currently 1.75% of the Fund's average
daily net assets. For the fiscal year ended December 31, 1994, LFBDS paid
expenses in the amount of $227,842, and the Fund paid LFBDS under this agreement
the amount of $33,226. The expenses of the Fund were 1.75% of the Fund's average
daily net assets.

The agreement of LFBDS to pay the ordinary operating expenses of the Fund,
as well as the obligation of the Fund to pay the corresponding fee to LFBDS, may
be terminated by either LFBDS or the Fund upon not less than 30 days nor more
than 60 days written notice.

All fee waivers are voluntary and may be terminated at any time.
----------------

The Statement of Additional Information dated the date hereof contains more
detailed information about the Fund and the Portfolio, including information
related to (i) investment policies and restrictions, (ii) the Trustees,
officers, Adviser and Administrators, (iii) securities transactions, (iv) the
Fund's shares, including rights and liabilities of shareholders, (v) the method
used to calculate performance information, (vi) programs for the purchase of
shares, and (vii) the determination of net asset value.

No person has been authorized to give any information or make any
representations not contained in this Prospectus or the Statement of Additional
Information in connection with the offering made by this Prospectus and, if
given or made, such information or representations must not be relied upon as
having been authorized by the Fund or its distributor. This Prospectus does not
constitute an offering by the Fund or its distributor in any jurisdiction in
which such offering may not lawfully be made.

APPENDIX
PERMITTED INVESTMENTS AND
INVESTMENT PRACTICES
- ------------------------------------------------------------------------------

REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements in
order to earn a return on temporarily available cash. Repurchase agreements are
transactions in which an institution sells the Fund a security at one price,
subject to the Fund's obligation to resell and the selling institution's
obligation to repurchase that security at a higher price normally within a seven
day period. There may be delays and risks of loss if the seller is unable to
meet its obligation to repurchase.

REVERSE REPURCHASE AGREEMENTS. The Fund may enter into reverse repurchase
agreements. Reverse repurchase agreements involve the sale of securities held by
the Fund and the agreement by the Fund to repurchase the securities at an
agreed-upon price, date and interest payment. When the Fund enters into reverse
repurchase transactions, securities of a dollar amount equal in value to the
securities subject to the agreement will be maintained in a segregated account
with the Fund's custodian. The segregation of assets could impair the Fund's
ability to meet its current obligations or impede investment management if a
large portion of the Fund's assets are involved. Reverse repurchase agreements
are considered to be a form of borrowing.

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

In the event of the bankruptcy of the other party to a securities loan, a
repurchase agreement or a reverse repurchase agreement, the Fund could
experience delays in recovering either the securities lent or cash. To the
extent that, in the meantime, the value of the securities lent has increased or
the value of the securities purchased has decreased, the Fund could experience a
loss.

RULE 144A SECURITIES. The Fund may purchase restricted securities that are
not registered for sale to the general public if the Adviser determines that
there is a dealer or institutional market in the securities. In that case, the
securities will not be treated as illiquid for purposes of the Fund's investment
limitations. The Trustees will review these determinations. These securities are
known as "Rule 144A securities," because they are traded under SEC Rule 144A
among qualified institutional buyers. Institutional trading in Rule 144A
securities is relatively new, and the liquidity of these investments could be
impaired if trading in Rule 144A securities does not develop or if qualified
institutional buyers become, for a time, uninterested in purchasing Rule 144A
securities.

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

"WHEN-ISSUED" SECURITIES. In order to ensure the availability of suitable
securities, the Fund may purchase securities on a "when-issued" or on a "forward
delivery" basis, which means that the securities would be delivered to the Fund
at a future date beyond customary settlement time. Under normal circumstances,
the Fund takes delivery of the securities. In general, the Fund does not pay for
the securities until received and does not start earning interest until the
contractual settlement date. While awaiting delivery of the securities, the Fund
establishes a segregated account consisting of cash, cash equivalents or high
quality debt securities equal to the amount of the Fund's commitments to
purchase "when-issued" securities. An increase in the percentage of the Fund's
assets committed to the purchase of securities on a "when-issued" basis may
increase the volatility of its net asset value.

CURRENCY EXCHANGE CONTRACTS. Forward currency exchange contracts may be
entered into for the Fund for the purchase or sale of non-U.S. currency for
hedging purposes against adverse rate changes or otherwise to achieve the Fund's
investment objective. A currency exchange contract allows a definite price in
dollars to be fixed for securities of non-U.S. issuers that have been purchased
or sold (but not settled) for the Fund. Entering into such exchange contracts
may result in the loss of all or a portion of the benefits which otherwise could
have been obtained from favorable movements in exchange rates. In addition,
entering into such contracts means incurring certain transaction costs and
bearing the risk of incurring losses if rates do not move in the direction
anticipated.

SHORT SALES "AGAINST THE BOX." In a short sale, the Fund sells a borrowed
security and has a corresponding obligation to the lender to return the
identical security. The Fund may engage in short sales only if at the time of
the short sale it owns or has the right to obtain, at no additional cost, an
equal amount of the security being sold short. This investment technique is
known as a short sale "against the box." The Fund may make a short sale as a
hedge, when it believes that the value of a security owned by the Fund (or a
security convertible or exchangeable for such security) may decline, or when the
Fund wants to sell the security at an attractive current price but wishes to
defer recognition of gain or loss for tax purposes. Not more than 40% of the
Fund's total assets would be involved in short sales "against the box."

<PAGE>

SHAREHOLDER
SERVICING AGENTS

FOR CITIBANK NEW YORK RETAIL BANKING AND
BUSINESS AND PROFESSIONAL CUSTOMERS
Citibank, N.A.
450 West 33rd street, new York, NY 10001
(212) 564-3456 or (800) 846-5300

FOR CITIGOLD CUSTOMERS:
Citigold
666 Fifth Avenue, New York, NY 10150-5130
Call Your Account Officer or (212) 974-0900 or (800) 285-1701

FOR 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 NORTH AMERICAN INVESTOR SERVICES CLIENTS:
Citibank, N.A.
111 Wall Street, New York, NY 10094
Call Your Account Manager or (212) 657-9100

FOR CITICORP INVESTMENT SERVICES CUSTOMERS:
Citicorp Investment Services
One Court Square, Long Island City, NY 11120
Call YourInvestment COnsultant or (800) 846 5200
(212) 736-8170 in New York City

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

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

Balanced Fund
Equity Fund
International Equity Fund
Small Cap Equity Fund

<PAGE>

TRUSTEES AND OFFICERS
Philip W. Coolidge*, President
H. B. Alvord
Riley C. Gilley
Diana R. Harrington
Susan B. Kerley
C. Oscar Morong, Jr.
Donald B. Otis
E. Kirby Warren
William S. Woods, Jr.

SECRETARY AND TREASURER
James B. Craver*
ASSISTANT TREASURER
Barbara M. O'Dette*
ASSISTANT SECRETARY
Molly S. Mugler*
*Affiliated Person of Administrator and Distributor
- ---------------------------------------------------
INVESTMENT ADVISER
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
State Street Bank and Trust Company
225 Franklin Street, Boston, MA 02110

CUSTODIAN
Investors Bank & Trust Company
One Lincoln Plaza, Boston, MA 02111

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

LEGAL COUNSEL
Bingham, Dana & Gould
150 Federal Street, Boston, MA 02110
- ---------------------------------------------------
SHAREHOLDER SERVICING AGENTS
(See Inside of Cover)

Printed on Recycled Paper EQ/P/95

INTL/P.1/95

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

LANDMARK
INTERNATIONAL
EQUITY FUND

PROSPECTUS
April 3, 1995
<PAGE>
Rule 497(C)
File Nos. 33-36556 and 811-6154

STATEMENT OF
ADDITIONAL INFORMATION
April 3, 1995
LANDMARK INTERNATIONAL EQUITY FUND
(Member of the LandmarkSM Family of Funds) CLASS A AND B SHARES

Landmark International Equity Fund (the "Fund") is a diversified,
open-end management investment company which was organized as a business trust
under the laws of the Commonwealth of Massachusetts on August 7, 1990. The
address and telephone number of the Fund are 6 St. James Avenue, Boston,
Massachusetts 02116, (617) 423-1679. The Fund invests all of its investable
assets in International Equity Portfolio (the "Portfolio"), which is a separate
series of The Premium Portfolios (the "Portfolio Trust"). The address of the
Portfolio Trust is Elizabethan Square, George Town, Grand Cayman, British West
Indies.

FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY, CITIBANK,
N.A. OR ANY OF ITS AFFILIATES, ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER AGENCY, AND INVOLVE INVESTMENT RISKS, INCLUDING
POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.

Table of Contents Page

The Fund 2
Investment Objective, Policies and Restrictions 2
Performance Information 15
Determination of Net Asset Value; Valuation of Securities; Additional 16
Purchase and Redemption Information
Management 19
Portfolio Transactions 28
Description of Shares, Voting Rights and Liabilities 29
Certain Additional Tax Matters 31
Independent Accountants and Financial Statements 33

This Statement of Additional Information sets forth information which may
be of interest to investors but which is not necessarily included in the Fund's
Prospectus, dated April 3, 1995. This Statement of Additional Information should
be read in conjunction with the Prospectus, a copy of which may be obtained by
an investor without charge by contacting the Fund's Distributor (see inside back
cover for address and phone number).

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS AUTHORIZED
FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY AN
EFFECTIVE PROSPECTUS.
<PAGE>

1. THE FUND

The Landmark International Equity Fund (the "Fund") is a diversified,
open-end management investment company that was organized as a business trust
under the laws of the Commonwealth of Massachusetts on August 7, 1990.
References in this Statement of Additional Information to the "Prospectus" are
to the Prospectus, dated April 3, 1995, of the Fund by which shares of the Fund
are offered.

The Fund seeks its investment objective by investing all of its investable
assets in International Equity Portfolio (the "Portfolio"). The Portfolio, a
series of The Premium Portfolios (the "Portfolio Trust"), is an open-end,
diversified management investment company which has the same investment
objective and policies as the Fund.

Citibank, N.A. ("Citibank" or the "Adviser") is the Portfolio's investment
adviser. The Adviser manages the investments of the Portfolio from day to day in
accordance with the Portfolio's investment objective and policies. The selection
of investments for the Portfolio and the way they are managed depend on the
conditions and trends in the economy and the financial marketplaces.

The Landmark Funds Broker-Dealer Services, Inc. ("LFBDS" or the
"Administrator"), the administrator of the Fund and Signature Financial Group
(Cayman), Ltd. ("SFG"), either directly or through a wholly-owned subsidiary,
the administrator of the Portfolio (the "Portfolio Administrator"), supervise
the overall administration of the Fund and the Portfolio, respectively. The
Boards of Trustees of the Fund and the Portfolio Trust provide broad supervision
over the affairs of the Fund and of the Portfolio, respectively. Shares of the
Fund are continuously sold by LFBDS, the Fund's distributor (the "Distributor"),
only to investors who are customers of a financial institution, such as a
federal or state-chartered bank, trust company, savings and loan association or
savings bank, or a securities broker, that has entered into a shareholder
servicing agreement with the Fund (collectively, "Shareholder Servicing
Agents"). Shares of the Fund are sold at net asset value, plus, in the case of
Class A Shares, a sales charge that may be reduced on purchases involving
substantial amounts and that may be eliminated in certain circumstances. LFBDS
receives a distribution fee from the Fund pursuant to a Distribution Plan
adopted with respect to each class of shares of the Fund in accordance with Rule
12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act").
LFBDS also receives a service fee from the assets of the Fund represented by
Class B shares pursuant to the Distribution Plan adopted with respect to Class B
shares of the Fund.

2. INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS

INVESTMENT OBJECTIVE

The investment objective of the Fund is long-term growth of capital.
Dividend income, if any, is a consideration incidental to the Fund's investment
objective of increasing the long-term value of its shareholders' investment.

The investment objective of the Fund may be changed without approval by the
Fund's shareholders, but shareholders will be given written notice at least 30
days before any change is implemented. Of course, there can be no assurance that
the Fund will achieve its investment objective.

INVESTMENT POLICIES

The Fund seeks its investment objective by investing all of its investable
assets in the Portfolio, which has the same investment objective and policies as
the Fund. The Prospectus contains a discussion of the various types of
securities in which the Fund and the Portfolio may invest and the risks involved
in such investments. The following supplements the information contained in the
Prospectus concerning the investment objective, policies and techniques of the
Fund and the Portfolio. Since the investment characteristics of the Fund will
correspond directly to those of the Portfolio, the following is a supplementary
discussion with respect to the Portfolio.

As a non-fundamental policy, at least 65% of the value of the Portfolio's
total assets will be invested in equity securities and at least 65% of the value
of the Portfolio's total assets will be invested in securities of issuers
organized in at least three countries other than the United States. While the
Portfolio Trust's policy is to invest the Portfolio's assets primarily in common
stocks of companies organized outside the United States ("non-U.S. issuers")
believed to possess better than average prospects for growth, appreciation may
be sought in other types of securities, principally of non-U.S. issuers, such as
fixed income securities, convertible and non-convertible bonds, preferred stocks
and warrants, when relative values make such purchases appear attractive either
as individual issues or as types of securities in certain economic environments.
There is no formula as to the percentage of assets that may be invested in any
one type of security.

The Portfolio Trust has also adopted the following policies with respect to
the Portfolio's investments in (i) warrants and (ii) securities of issuers with
less than three years' continuous operation. The Portfolio Trust's purchases of
warrants for the Portfolio will not exceed 5% of the Portfolio's net assets.
Included within that amount, but not exceeding 2% of its net assets, may be
warrants which are not listed on the New York Stock Exchange or the American
Stock Exchange. Any such warrants will be valued at their market value except
that warrants which are attached to securities at the time such securities are
acquired for the Portfolio will be deemed to be without value for the purpose of
this restriction. The Portfolio Trust will not invest more than 5% of the
Portfolio's assets in companies which, including their respective predecessors,
have a record of less than three years' continuous operation.

The Fund may withdraw its investment from the Portfolio at any time, if the
Board of Trustees determines that it is in the best interests of the Fund to do
so. Upon any such withdrawal, the Fund's assets would be invested in accordance
with the investment policies described herein with respect to the Portfolio. The
policies described above and those described below are not fundamental and may
be changed without shareholder approval.

REPURCHASE AGREEMENTS

The Portfolio may invest in repurchase agreements collateralized by
securities in which the Portfolio may otherwise invest. Repurchase agreements
are agreements by which the Portfolio purchases a security and simultaneously
commits to resell that security to the seller (which is usually a member bank of
the U.S. Federal Reserve System or a member firm of the New York Stock Exchange
(or a subsidiary thereof)) at an agreed-upon date within a number of days
(usually not more than seven) from the date of purchase. The resale price
reflects the purchase price plus an agreed-upon market rate of interest which is
unrelated to the coupon rate or maturity of the purchased security. A repurchase
agreement involves the obligation of the seller to pay the agreed upon price,
which obligation is in effect secured by the value of the underlying security,
usually U.S. Government or Government agency issues. Under the 1940 Act,
repurchase agreements may be considered to be loans by the buyer. The
Portfolio's risk is limited to the ability of the seller to pay the agreed-upon
amount on the delivery date. If the seller defaults, the underlying security
constitutes collateral for the seller's obligation to pay although the Portfolio
may incur certain costs in liquidating this collateral and in certain cases may
not be permitted to liquidate this collateral. All repurchase agreements entered
into by the Portfolio are fully collateralized, with such collateral being
marked to market daily.

RULE 144A SECURITIES

The Portfolio Trust may purchase securities for the Portfolio that are not
registered ("Rule 144A securities") under the Securities Act of 1933 (the
"Securities Act"), but can be offered and sold to "qualified institutional
buyers" under Rule 144A under the Securities Act. However, the Portfolio Trust
does not invest more than 15% of the Portfolio's net assets in illiquid
investments, which include securities for which there is no readily available
market, securities subject to contractual restrictions on resale and Rule 144A
securities, unless the Trustees determine, based on the trading markets for the
specific Rule 144A security, that it is liquid. The Portfolio Trust's Trustees
may adopt guidelines and delegate to the Adviser the daily function of
determining and monitoring liquidity of Rule 144A securities. The Portfolio
Trust's Trustees, however, retain oversight and are ultimately responsible for
the determinations.

Since it is not possible to predict with assurance exactly how the market
for Rule 144A securities will develop, the Portfolio Trust's Trustees will
carefully monitor the Portfolio's investments in Rule 144A securities, focusing
on such factors, among others, as valuation, liquidity and availability of
information. The liquidity of investments in Rule 144A securities could be
impaired if trading in Rule 144A securities does not develop or if qualified
institutional buyers become for a time uninterested in purchasing Rule 144A
securities.

SECURITIES OF NON-U.S. ISSUERS

The Portfolio Trust may invest assets of the Portfolio in securities of
non-U.S. issuers. Investing in securities issued by companies whose principal
business activities are outside the United States may involve significant risks
not present in U.S. investments. For example, the value of such securities
fluctuates based on the relative strength of the U.S. dollar. In addition, there
is generally less publicly available information about non-U.S. issuers,
particularly those not subject to the disclosure and reporting requirements of
the U.S. securities laws. Non-U.S. issuers are generally not bound by uniform
accounting, auditing and financial reporting requirements comparable to those
applicable to U.S. issuers. Investments in securities of non-U.S. issuers also
involve the risk of possible adverse changes in investment or exchange control
regulations, expropriation or confiscatory taxation, limitations on the removal
of funds or other assets of the Portfolio, political or financial instability or
diplomatic and other developments which would affect such investments. Further,
economies of other countries or areas of the world may differ favorably or
unfavorably from the economy of the U.S.

It is anticipated that in most cases the best available market for
securities of non-U.S. issuers would be on exchanges or in over-the-counter
markets located outside the U.S. Non-U.S. securities markets, while growing in
volume and sophistication, are generally not as developed as those in the U.S.,
and securities of some non-U.S. issuers (particularly those located in
developing countries) may be less liquid and more volatile than securities of
comparable U.S. companies. Non-U.S. security trading practices, including those
involving securities settlement where the Portfolio's assets may be released
prior to receipt of payments, may expose the Portfolio to increased risk in the
event of a failed trade or the insolvency of a non-U.S. broker-dealer. In
addition, non-U.S. brokerage commissions are generally higher than commissions
on securities traded in the U.S. and may be non-negotiable. In general, there is
less overall governmental supervision and regulation of non-U.S. securities
exchanges, brokers and listed companies than in the U.S.

The Portfolio may invest its assets in issuers located in developing
countries, which are generally defined as countries in the initial stages of
their industrialization cycles with low per capita income. All of the risks of
investing in non-U.S. securities are heightened by investing in issuers in
developing countries. Shareholders should be aware that investing in the equity
and fixed income markets of developing countries involves exposure to economic
structures that are generally less diverse and mature, and to political systems
which can be expected to have less stability, than those of developed countries.
Historical experience indicates that the markets of developing countries have
been more volatile than the markets of developed countries with more mature
economies; such markets often have provided higher rates of return and greater
risks. These heightened risks include (i) greater risks of expropriation,
confiscatory taxation and nationalization, and less social, political and
economic stability; (ii) the small current size of markets for securities of
issuers based in developing countries and the currently low or non-existent
volume of trading, resulting in a lack of liquidity and in price volatility;
(iii) certain national policies which may restrict the Portfolio's investment
opportunities including restrictions on investing in issuers or industries
deemed sensitive to relevant national interests; and (iv) the absence of
developed legal structures.

Investments in closed-end investment companies which primarily hold
securities of non-U.S. issuers may entail the risk that the market value of such
investments may be substantially less than their net asset value and that there
would be duplication of investment management and other fees and expenses.

American Depositary Receipts ("ADRs"), European Depositary Receipts
("EDRs"), Global Depositary Receipts ("GDRs") and other forms of depositary
receipts for securities of non-U.S. issuers provide an alternative method for
the Portfolio to make non-U.S. investments. These securities are not usually
denominated in the same currency as the securities into which they may be
converted. Generally, ADRs, in registered form, are designed for use in U.S.
securities markets and EDRs and GDRs, in bearer form, are designed for use in
European and global securities markets. ADRs are receipts typically issued by a
U.S. bank or trust company evidencing ownership of the underlying securities.
EDRs and GDRs are European and global receipts, respectively, evidencing a
similar arrangement. ADRs, EDRs, and GDRs are subject to many of the same risks
that apply to other investments in non-U.S. securities.

The Portfolio may invest in securities of non-U.S. issuers that impose
restrictions on transfer within the United States or to United States persons.
Although securities subject to such transfer restrictions may be marketable
abroad, they may be less liquid than securities of non-U.S. issuers of the same
class that are not subject to such restrictions.

CURRENCY EXCHANGE TRANSACTIONS

Because the Portfolio may buy and sell securities denominated in currencies
other than the U.S. dollar, and receive interest, dividends and sale proceeds in
currencies other than the U.S. dollar, the Portfolio may enter into currency
exchange transactions to convert U.S. currency to non-U.S. currency and non-U.S.
currency to U.S. currency, as well as convert one non-U.S. currency to another
non-U.S. currency. The Portfolio either enters into these transactions on a spot
(i.e., cash) basis at the spot rate prevailing in the currency exchange markets,
or uses forward contracts to purchase or sell non-U.S. currencies. The Portfolio
may also enter into currency hedging transactions in an attempt to protect the
value of the assets of the Portfolio as measured in U.S. dollars from
unfavorable changes in currency exchange rates and control regulations.
(Although the Portfolio's assets are valued daily in terms of U.S. dollars, the
Portfolio Trust does not intend to convert the Portfolio's holdings of non-U.S.
currencies into U.S. dollars on a daily basis.) It is not intended that the
Portfolio speculate in currency exchange rates or forward contracts.

The Portfolio may convert currency on a spot basis from time to time, and
investors should be aware of the costs of currency conversion. Although currency
exchange dealers do not charge a fee for conversion, they do realize a profit
based on the difference (the "spread") between the prices at which they are
buying and selling various currencies. Thus, a dealer may offer to sell a
currency at one rate, while offering a lesser rate of exchange should the
Portfolio desire to resell that currency to the dealer.

A forward contract involves an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days from
the date of the contract, agreed upon by the parties, at a price set at the time
of the contract. These contracts are traded in the interbank market conducted
directly between currency traders (usually large commercial banks) and their
customers. A forward contract generally has no deposit requirement, and no fees
or commissions are charged at any stage for trades.

When the Portfolio enters into a contract for the purchase or sale of a
security denominated in a non-U.S. currency, it may desire to "lock in" the U.S.
dollar price of the security. By entering into a forward contract for the
purchase or sale, for a fixed amount of U.S. dollars, of the amount of non-U.S.
currency involved in the underlying security transaction, the Portfolio will be
able to protect against a possible loss resulting from an adverse change in the
relationship between the U.S. dollar and the non-U.S. currency during the period
between the date the security is purchased or sold and the date on which payment
is made or received.

When the Adviser believes that the currency of a particular country may
suffer a substantial decline against the U.S. dollar, the Portfolio may enter
into a forward contract to sell, for a fixed amount of U.S. dollars, the amount
of non-U.S. currency approximating the value of some or all of the Portfolio's
securities denominated in such non-U.S. currency. The precise matching of the
forward contract amounts and the value of the securities involved is not
generally possible since the future value of such securities in non-U.S.
currencies changes as a consequence of market movements in the value of those
securities between the date the forward contract is entered into and the date it
matures. The projection of a short-term hedging strategy is highly uncertain.
The Portfolio does not enter into such forward contracts or maintain a net
exposure to such contracts where the consummation of the contracts obligates the
Portfolio to deliver an amount of non-U.S. currency in excess of the value of
the Portfolio's securities or other assets denominated in that currency. Under
normal circumstances, consideration of the prospect for currency parities will
be incorporated in the investment decisions made with regard to overall
diversification strategies. However, the Adviser believes that it is important
to have the flexibility to enter into such forward contracts when it determines
that the best interests of the Portfolio will be served.

The Portfolio generally would not enter into a forward contract with a term
greater than one year. At the maturity of a forward contract, the Portfolio will
either sell the security and make delivery of the non-U.S. currency, or retain
the security and terminate its contractual obligation to deliver the non-U.S.
currency by purchasing an "offsetting" contract with the same currency trader
obligating it to purchase, on the same maturity date, the same amount of the
non-U.S. currency. If the Portfolio retains the security and engages in an
offsetting transaction, the Portfolio will incur a gain or a loss (as described
below) to the extent that there has been movement in forward contract prices. If
the Portfolio engages in an offsetting transaction, it may subsequently enter
into a new forward contract to sell the non-U.S. currency. Should forward prices
decline during the period between the date the Portfolio enters into a forward
contract for the sale of the non-U.S. currency and the date it enters into an
offsetting contract for the purchase of such currency, the Portfolio will
realize a gain to the extent the selling price of the currency exceeds the
purchase price of the currency. Should forward prices increase, the Portfolio
will suffer a loss to the extent that the purchase price of the currency exceeds
the selling price of the currency.

It is impossible to forecast with precision the market value of the
Portfolio's securities at the expiration of a forward contract. Accordingly, it
may be necessary for the Portfolio to purchase additional non-U.S. currency on
the spot market if the market value of the security is less than the amount of
non-U.S. currency the Portfolio is obligated to deliver and if a decision is
made to sell the security and make delivery of such currency. Conversely, it may
be necessary to sell on the spot market some of the non-U.S. currency received
upon the sale of the security if its market value exceeds the amount of such
currency the Portfolio is obligated to deliver.

The Portfolio may also purchase put options on a non-U.S. currency in order
to protect against currency rate fluctuations. If the Portfolio purchases a put
option on a non-U.S. currency and the value of the U.S. currency declines, the
Portfolio will have the right to sell the non-U.S. currency for a fixed amount
in U.S. dollars and will thereby offset, in whole or in part, the adverse effect
on the Portfolio which otherwise would have resulted. Conversely, where a rise
in the U.S. dollar value of another currency is projected, and where the
Portfolio anticipates investing in securities traded in such currency, the
Portfolio may purchase call options on the non-U.S. currency.

The purchase of such options could offset, at least partially, the effects
of adverse movements in exchange rates. However, the benefit to the Portfolio
from purchases of non-U.S. currency options will be reduced by the amount of the
premium and related transaction costs. In addition, where currency exchange
rates do not move in the direction or to the extent anticipated, the Portfolio
could sustain losses on transactions in non-U.S. currency options which would
require it to forgo a portion or all of the benefits of advantageous changes in
such rates.

The Portfolio may write options on non-U.S. currencies for hedging purposes
or otherwise to achieve its investment objective. For example, where the
Portfolio anticipates a decline in the value of the U.S. dollar value of a
non-U.S. security due to adverse fluctuations in exchange rates it could,
instead of purchasing a put option, write a call option on the relevant
currency. If the expected decline occurs, the option will most likely not be
exercised, and the diminution in value of the security held by the Portfolio
will be offset by the amount of the premium received.

Similarly, instead of purchasing a call option to hedge against an
anticipated increase in the cost of a non-U.S. security to be acquired because
of an increase in the U.S. dollar value of the currency in which the underlying
security is primarily traded, the Portfolio could write a put option on the
relevant currency which, if rates move in the manner projected, will expire
unexercised and allow the Portfolio to hedge such increased cost up to the
amount of the premium. However, the writing of a currency option will constitute
only a partial hedge up to the amount of the premium, and only if rates move in
the expected direction. If this does not occur, the option may be exercised and
the Portfolio would be required to purchase or sell the underlying currency at a
loss which may not be offset by the amount of the premium. Through the writing
of options on currencies, the Portfolio also may be required to forgo all or a
portion of the benefits which might otherwise have been obtained from favorable
movements in exchange rates.

Put and call options on non-U.S. currencies written by the Portfolio will
be covered by segregation of cash, short-term money market instruments or high
quality debt securities in an account with the custodian in an amount sufficient
to discharge the Portfolio's obligations with respect to the option, by
acquisition of the non-U.S. currency or of a right to acquire such currency (in
the case of a call option) or the acquisition of a right to dispose of the
currency (in the case of a put option), or in such other manner as may be in
accordance with the requirements of any exchange on which, or the counterparty
with which, the option is traded and applicable laws and regulations.

Investing in ADRs presents many of the same risks regarding currency
exchange rates as investing directly in securities denominated in currencies
other than the U.S. dollar. Because the securities underlying ADRs are traded
primarily in non-U.S. currencies, changes in currency exchange rates will affect
the value of ADRs. For example, a decline in the U.S. dollar value of another
currency in which securities are primarily traded will reduce the U.S. dollar
value of such securities, even if their value in the other currency remains
constant, and thus will reduce the value of the ADRs covering such securities.
The Portfolio may employ any of the above described non-U.S. currency hedging
techniques to protect the value of its assets invested in ADRs.

The Portfolio's dealings in non-U.S. currency contracts are limited to the
transactions described above. Of course, the Portfolio is not required to enter
into such transactions and does not do so unless deemed appropriate by the
Adviser. It should also be realized that these methods of protecting the value
of the Portfolio's securities against a decline in the value of a currency do
not eliminate fluctuations in the underlying prices of the securities.
Additionally, although such contracts tend to minimize the risk of loss due to a
decline in the value of the hedged currency, they also tend to limit any
potential gain which might result should the value of such currency increase.

The Portfolio has established procedures consistent with policies of the
Securities and Exchange Commission (the "SEC") concerning forward contracts.
Since those policies currently recommend that an amount of the Portfolio's
assets equal to the amount of the purchase be held aside or segregated to be
used to pay for the commitment, the Portfolio is expected always to have cash,
cash equivalents or high quality debt securities available sufficient to cover
any commitments under these contracts or to limit any potential risk.

SHORT SALES "AGAINST THE BOX"

In a short sale, the Portfolio sells a borrowed security and has a
corresponding obligation to the lender to return the identical security. The
Portfolio, in accordance with applicable investment restrictions, may engage in
short sales only if at the time of the short sale it owns or has the right to
obtain, at no additional cost, an equal amount of the security being sold short.
This investment technique is known as a short sale "against the box."

In a short sale, the seller does not immediately deliver the securities
sold and is said to have a short position in those securities until delivery
occurs. If the Portfolio engages in a short sale, the collateral for the short
position is maintained for the Portfolio by the custodian or qualified
sub-custodian. While the short sale is open, an amount of securities equal in
kind and amount to the securities sold short or securities convertible into or
exchangeable for such equivalent securities is maintained in a segregated
account for the Portfolio. These securities constitute the Portfolio's long
position.

The Portfolio does not engage in short sales against the box for investment
purposes. The Portfolio may, however, make a short sale against the box as a
hedge, when it believes that the price of a security may decline, causing a
decline in the value of a security owned by the Portfolio (or a security
convertible or exchangeable for such security), or when the Portfolio wants to
sell the security at an attractive current price, but also wishes to defer
recognition of gain or loss for federal income tax purposes or for purposes of
satisfying certain tests applicable to regulated investment companies under the
Internal Revenue Code. In such case, any future losses in the Portfolio's long
position should be reduced by a gain in the short position. Conversely, any gain
in the long position should be reduced by a loss in the short position. The
extent to which such gains or losses are reduced depends upon the amount of the
security sold short relative to the amount the Portfolio owns. There are certain
additional transaction costs associated with short sales against the box, but
the Portfolio endeavors to offset these costs with the income from the
investment of the cash proceeds of short sales.

The Adviser does not expect that more than 40% of the Portfolio's total
assets would be involved in short sales against the box. The Adviser does not
currently intend to engage in such sales.

LENDING OF SECURITIES

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

WHEN-ISSUED SECURITIES

The Portfolio may purchase securities on a "when-issued" or on a "forward
delivery" basis. It is expected that, under normal circumstances, the Portfolio
would take delivery of such securities. When the Portfolio commits to purchase a
security on a "when-issued" or on a "forward delivery" basis, it sets up
procedures consistent with SEC policies. Since those policies currently require
that an amount of the Portfolio's assets equal to the amount of the purchase be
held aside or segregated to be used to pay for the commitment, the Portfolio
will always have cash, cash equivalents or high quality debt securities
sufficient to cover any commitments or to limit any potential risk. However,
even though the Portfolio does not intend to make such purchases for speculative
purposes and intends to adhere to the provisions of SEC policies, purchases of
securities on such bases may involve more risk than other types of purchases.
For example, the Portfolio may have to sell assets which have been set aside in
order to meet redemptions. Also, if the Adviser determines it is advisable as a
matter of investment strategy to sell the "when-issued" or "forward delivery"
securities, the Portfolio would be required to meet its obligations from the
then available cash flow or the sale of securities, or, although it would not
normally expect to do so, from the sale of the "when-issued" or "forward
delivery" securities themselves (which may have a value greater or less than the
Portfolio's payment obligation).

INVESTMENT RESTRICTIONS

The Fund and the Portfolio Trust, on behalf of the Portfolio, have each
adopted the following policies which may not be changed without approval by
holders of a majority of the outstanding voting securities of the Fund or the
Portfolio, which as used in this Statement of Additional Information means the
vote of the lesser of (i) 67% or more of the outstanding voting securities of
the Fund or the Portfolio, respectively, present at a meeting at which the
holders of more than 50% of the outstanding voting securities of the Fund or the
Portfolio are present or represented by proxy, or (ii) more than 50% of the
outstanding voting securities of the Fund or the Portfolio. The term "voting
securities" as used in this paragraph has the same meaning as in the 1940 Act.

Neither the Fund nor the Portfolio may:

(1) Borrow money, except that as a temporary measure for extraordinary or
emergency purposes it may borrow from banks in an amount not to exceed 1/3 of
the current value of its net assets, including the amount borrowed (and neither
the Fund nor the Portfolio may purchase any securities at any time at which
borrowings exceed 5% of the total assets of the Fund or the Portfolio, taken at
market value). It is intended that the Fund or Portfolio would borrow money only
from banks and only to accommodate requests for the repurchase of shares of the
Fund or beneficial interests in the Portfolio while effecting an orderly
liquidation of portfolio securities. (For additional related restrictions, see
clause (i) under the caption "State and Federal Restrictions.")

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

(3) Underwrite securities issued by other persons, except that all the
assets of the Fund may be invested in another registered investment company
having the same investment objectives and policies and substantially the same
investment restrictions as those with respect to the Fund (a "Qualifying
Portfolio") and except insofar as the Portfolio may technically be deemed an
underwriter under the Securities Act in selling a security.

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

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

(6) With respect to 75% of the Fund's or the Portfolio's total assets,
purchase securities of any issuer if such purchase at the time thereof would
cause more than 5% of the Fund's or the Portfolio's assets (taken at market
value) to be invested in the securities of such issuer (other than securities or
obligations issued or guaranteed by the United States or any agency or
instrumentality of the United States); provided that, for purposes of this
restriction the issuer of an option or futures contract shall not be deemed to
be the issuer of the security or securities underlying such contract; and
further provided that the Fund may invest all or substantially all of its assets
in a Qualifying Portfolio.

(7) With respect to 75% of the total assets of the Fund or the Portfolio,
purchase securities of any issuer if such purchase at the time thereof would
cause more than 10% of the voting securities of such issuer to be held by the
Fund or the Portfolio, except that all the assets of the Fund may be invested in
a Qualifying Portfolio.

(8) Concentrate its investments in any particular industry (including the
securities of foreign governments or multilateral lending institutions), but the
Fund may invest all of its assets in a Qualifying Portfolio (except that
positions in futures or options contracts shall not be subject to this
restriction).

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

As a non-fundamental policy, neither the Fund nor the Portfolio Trust on
behalf of the Portfolio will knowingly invest in securities which are subject to
legal or contractual restrictions on resale (other than repurchase agreements
maturing in not more than seven days) if, as a result thereof, more than 15% of
the Fund's or the Portfolio's net assets (taken at market value) would be so
invested (including repurchase agreements maturing in more than seven days).

STATE AND FEDERAL RESTRICTIONS

In order to comply with certain U.S. state and federal statutes and
policies neither the Fund nor the Portfolio Trust, on behalf of the Portfolio,
does as a matter of operating policy:

(i) borrow money for any purpose in excess of 10% of the net assets of the
Fund or the Portfolio (taken at cost) (moreover, neither the Fund nor the
Portfolio Trust will purchase any securities for the Fund or the Portfolio at
any time at which borrowings exceed 5% of the total assets of the Fund or the
Portfolio, as the case may be (taken at market value)),

(ii) pledge, mortgage or hypothecate for any purpose in excess of 10% of
the net assets of the Fund or the Portfolio, respectively (taken at market
value),

(iii) sell any security which the Fund or the Portfolio does not own unless
by virtue of the ownership of other securities there is at the time of sale a
right to obtain securities, without payment of further consideration, equivalent
in kind and amount to the securities sold and provided that if such right is
conditional the sale is made upon the same conditions,

(iv) invest for the purpose of exercising control or management, except
that all of the assets of the Fund may be invested in a Qualifying Portfolio,

(v) purchase securities issued by any registered investment company, except
that all of the assets of the Fund may be invested in a Qualifying Portfolio and
except by purchase in the open market where no commission or profit to a sponsor
or dealer results from such purchase other than the customary broker's
commission, or except when such purchase, though not made in the open market, is
part of a plan of merger or consolidation; provided, however, that the Fund and
the Portfolio, will not purchase the securities of any registered investment
company if such purchase at the time thereof would cause more than 10% of the
total assets of the Fund or the Portfolio, respectively (taken in each case at
the greater of cost or market value) to be invested in the securities of such
issuers or would cause more than 3% of the outstanding voting securities of any
such issuer to be held for the Fund or the Portfolio (for purposes of this
clause (v) securities of non-U.S. banks shall be treated as investment company
securities, except that debt securities and non-voting preferred stock of
non-U.S. banks are not subject to the 10% limitation described herein),

(vi) invest more than 10% of the net assets of the Fund in securities that
are not readily marketable, including debt securities for which there is no
established market and fixed time deposits and repurchase agreements maturing in
more than seven days, except that all the assets of the Fund may be invested in
a Qualifying Portfolio,

(vii) purchase or retain any securities issued by an issuer any of whose
officers, directors, trustees or security holders is an officer or Trustee of
the Fund or the Portfolio Trust, or is an officer or director of the Adviser, if
after the purchase of the securities of such issuer by the Fund or the
Portfolio, one or more of such persons owns beneficially more than 1/2 of 1% of
the shares or securities, or both, all taken at market value, of such issuer,
and such persons owning more than 1/2 of 1% of such shares or securities
together own beneficially more than 5% of such shares or securities, or both,
all taken at market value,

(viii) write, purchase or sell any put or call option or any
combination thereof or enter into any futures contract, except that this
restriction shall not prevent the Fund or the Portfolio from entering into
transactions involving non-U.S. currencies as described in the Prospectus and
this Statement of Additional Information,

(ix) make short sales of securities or maintain a short position, unless at
all times when a short position is open it owns an equal amount of such
securities or securities convertible into or exchangeable, without payment of
any further consideration, for securities of the same issue as, and equal in
amount to, the securities sold short, and unless not more than 10% of the net
assets of the Fund or the Portfolio (taken at market value) is held as
collateral for such sales at any one time (the Fund and the Portfolio do not
presently intend to make such short sales for investment purposes).

These policies are not fundamental and may be changed by the Fund or the
Portfolio without the approval of its shareholders in response to changes in the
various state and federal requirements.

PERCENTAGE AND RATING RESTRICTIONS

If a percentage or rating restriction on investment or utilization of
assets set forth above or referred to in the Prospectus is adhered to at the
time an investment is made or assets are so utilized, a later change in
percentage resulting from changes in the value of the securities or a later
change in the rating of the securities held for the Portfolio or the Fund will
not be considered a violation of policy.

3. PERFORMANCE INFORMATION

A total rate of return quotation for the Fund is calculated for any period
by (a) dividing (i) the sum of the net asset value per share on the last day of
the period and the net asset value per share on the last day of the period of
shares purchasable with dividends and capital gains distributions declared
during such period with respect to a share held at the beginning of such period
and with respect to shares purchased with such dividends and capital gains
distributions, by (ii) the public offering price per share on the first day of
such period, and (b) subtracting 1 from the result. Any annualized total rate of
return quotation is calculated by (x) adding 1 to the period total rate of
return quotation calculated above, (y) raising such sum to a power which is
equal to 365 divided by the number of days in such period, and (z) subtracting 1
from the result. Total rates of return may also be calculated on investments at
various sales charge levels or at net asset value. Any performance data which is
based on a reduced sales charge or net asset value per share would be reduced if
the maximum sales charge were taken into account.

Any current yield quotation for the Fund consists of an annualized
historical yield, carried at least to the nearest hundredth of one percent,
based on a 30 calendar day or one-month period and is calculated by (a) raising
to the sixth power the sum of 1 plus the quotient obtained by dividing the
Fund's net investment income earned during the period by the product of the
average daily number of shares outstanding during the period that were entitled
to receive dividends and the maximum public offering price per share on the last
day of the period, (b) subtracting 1 from the result, and (c) multiplying the
result by 2.

Set forth below is total rate of return information for the Class A shares
of the Fund for the periods indicated, assuming that dividends and capital gains
distributions, if any, were reinvested, and that at the beginning of such
periods the maximum sales charge of 4.75% had been applicable to purchases of
shares of the Fund.

REDEEMABLE VALUE
ANNUALIZED OF A HYPOTHETICAL
TOTAL $1,000 INVESTMENT
PERIOD RATE OF RETURN AT THE END OF PERIOD
March 1, 1991 (commencement
of operations) to December 31, 1994 2.42% $1,096.23
One Year Ended December 31, 1994 (15.67)% $843.51

Comparative performance information may be used from time to time in
advertising shares of the Fund, including data from Lipper Analytical Services,
Inc. and other industry sources and publications. From time to time the Fund may
compare its performance against inflation with the performance of other
instruments against inflation, such as FDIC-insured bank money market accounts.
In addition, advertising for the Fund may indicate that investors should
consider diversifying their investment portfolios in order to seek protection of
the value of their assets against inflation. From time to time, advertising
materials for the Fund may refer to or discuss current or past economic or
financial conditions, developments and events. The Fund's advertising materials
also may refer to the integration of the world's securities markets, discuss the
investment opportunities available worldwide and mention the increasing
importance of an investment strategy including non-U.S. investments.

4. DETERMINATION OF NET ASSET VALUE; VALUATION OF
SECURITIES; ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

The net asset value of each share of each class of the Fund is determined
each day during which the New York Stock Exchange (the "Exchange") is open for
trading ("Business Day"). As of the date of this Statement of Additional
Information, the Exchange is open for trading every weekday except for the
following holidays (or the days on which they are observed): New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. This determination is made once each day as
of the close of regular trading on the Exchange (currently 4:00 p.m. Eastern
time) by adding the market value of all securities and other assets attributable
to a class of shares of the Fund (including its interest in the Portfolio), then
subtracting the liabilities charged to the class, and then dividing the result
by the number of outstanding shares of the class. Per share net asset value of
each class of the Fund's shares can be expected to differ because the Class B
shares bear higher expenses than Class A shares. The net asset value per share
of each class of shares is effective for orders received and accepted by the
Distributor prior to its calculation.

The value of the Portfolio's net assets (i.e., the value of its securities
and other assets less its liabilities, including expenses payable or accrued) is
determined at the same time and on the same days as the net asset value per
share of the Fund is determined. The net asset value of the Fund's investment in
the Portfolio is equal to the Fund's pro rata share of the net assets of the
Portfolio. For purposes of calculating net asset value per share, all assets and
liabilities initially expressed in non-U.S. currencies will be converted into
U.S. dollars at the prevailing market rates at the time of valuation. Equity
securities are valued at the last sale price on the exchange on which they are
primarily traded or on the NASDAQ system for unlisted national market issues, or
at the last quoted bid price for securities in which there were no sales during
the day or for unlisted securities not reported on the NASDAQ system. Securities
listed on a non-U.S. exchange are valued at the last quoted sale price available
before the time when net assets are valued. Bonds and other fixed income
securities (other than short-term obligations) are valued on the basis of
valuations furnished by a pricing service, use of which has been approved by the
Board of Trustees of the Portfolio Trust. In making such valuations, the pricing
service utilizes both dealer-supplied valuations and electronic data processing
techniques that take into account appropriate factors such as institutional-size
trading in similar groups of securities, yield, quality, coupon rate, maturity,
type of issue, trading characteristics and other market data, without exclusive
reliance upon quoted prices or exchange or over-the-counter prices, since such
valuations are believed to reflect more accurately the fair value of such
securities. Short-term obligations (maturing in 60 days or less) are valued at
amortized cost, which constitutes fair value as determined by the Board of
Trustees of the Portfolio Trust. Futures contracts are normally valued at the
settlement price on the exchange on which they are traded. Securities for which
there are no such valuations are valued at fair value as determined in good
faith by or at the direction of the Board of Trustees of the Portfolio Trust.

Trading in securities on most non-U.S. exchanges and over-the-counter
markets is normally completed before the close of regular trading on the New
York Stock Exchange and may also take place on days on which the New York Stock
Exchange is closed. If events materially affecting the value of non-U.S.
securities occur between the time when the exchange on which they are traded
closes and the time when the Portfolio's net asset value is calculated, such
securities will be valued at fair value in accordance with procedures
established by and under the general supervision of the Board of Trustees of the
Portfolio Trust.

Interest income on long-term obligations held for the Portfolio is
determined on the basis of interest accrued plus amortization of "original issue
discount" (generally, the difference between issue price and stated redemption
price at maturity) and premiums (generally, the excess of purchase price over
stated redemption price at maturity). Interest income on short-term obligations
is determined on the basis of interest accrued less amortization of any premium.

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

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

LETTER OF INTENT

If an investor anticipates purchasing $25,000 or more of Class A shares of
the Fund alone or in combination with Class B shares of the Fund or any of the
classes of other Landmark Funds within a 13-month period, the investor may
obtain such shares at the same reduced sales charge as though the total quantity
were invested in one lump sum by completing a Letter of Intent on the terms
described below. Subject to acceptance by the Distributor and the conditions
mentioned below, each purchase will be made at a public offering price
applicable to a single transaction of the dollar amount specified in the Letter
of Intent. The shareholder or his or her Shareholder Servicing Agent must inform
the Distributor that the Letter of Intent is in effect each time shares are
purchased. The shareholder makes no commitment to purchase additional shares,
but if his or her purchases within 13 months plus the value of shares credited
toward completion of the Letter of Intent do not total the sum specified, an
increased sales charge will apply as described below. A purchase not originally
made pursuant to a Letter of Intent may be included under a subsequent Letter of
Intent executed within 90 days of such purchase if the Distributor is informed
in writing of this intent within such 90-day period. The value of shares of the
Fund presently held, at cost or maximum offering price (whichever is higher), on
the date of the first purchase under the Letter of Intent, may be included as a
credit toward the completion of such Letter, but the reduced sales charge
applicable to the amount covered by such Letter is applied only to new
purchases. Instructions for issuance of shares in the name of a person other
than the person signing the Letter of Intent must be accompanied by a written
statement from the Shareholder Servicing Agent stating that the shares were paid
for by the person signing such Letter. Neither income dividends nor capital gain
distributions taken in additional shares will apply toward the completion of the
Letter of Intent. The value of any shares redeemed or otherwise disposed of by
the purchaser prior to termination or completion of the Letter of Intent is
deducted from the total purchases made under such Letter.

If the investment specified in the Letter of Intent is not completed
(either prior to or by the end of the 13-month period), the Shareholder
Servicing Agent will redeem, within 20 days of the expiration of the Letter of
Intent, an appropriate number of the shares in order to realize the difference
between the reduced sales charge that would apply if the investment under the
Letter of Intent had been completed and the sales charge that would normally
apply to the number of shares actually purchased. By completing and signing the
Letter of Intent, the shareholder irrevocably appoints the Shareholder Servicing
Agent his or her attorney to surrender for redemption any or all shares
purchased under the Letter of Intent with full power of substitution in the
premises.

RIGHT OF ACCUMULATION

A shareholder qualifies for cumulative quantity discounts on the purchase
of Class A shares when his or her new investment, together with the current
offering price value of all holdings of that shareholder in the Landmark Funds,
reaches a discount level. See "Purchases" in the Prospectus for the sales
charges on quantity discounts. For example, if a Fund shareholder owns shares
valued at $25,000 and purchases an additional $25,000 of Class A shares of the
Fund, the sales charge for the $25,000 purchase would be at the rate of 4.00%
(the rate applicable to single transactions of $50,000). A shareholder must
provide the Shareholder Servicing Agent with information to verify that the
quantity sales charge discount is applicable at the time the investment is made.

5. MANAGEMENT

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

TRUSTEES OF THE FUND

H.B. ALVORD -- Treasurer-Tax Collector, County of Los Angeles (retired, March,
1984); Chairman, certain registered investment companies in the 59 Wall Street
funds group. His address is P.O. Box 1812, Pebble Beach, California.

PHILIP W. COOLIDGE* -- President of the Fund and the Portfolio Trust; Chief
Executive Officer, Signature Financial Group, Inc. and The Landmark Funds
Broker-Dealer Services, Inc. (since December, 1988).

RILEY C. GILLEY -- Vice President and General Counsel, Corporate Property
Investors (November, 1988 to December, 1991); Partner, Breed, Abbott & Morgan
(Attorneys) (retired, December, 1987). His address is 4041 Gulf Shore Boulevard
North, Naples, Florida.

DIANA R. HARRINGTON -- Professor, Babson College (since September, 1993);
Visiting Professor, Kellogg Graduate School of Management, Northwestern
University (September, 1992 to September, 1993); Professor, Darden Graduate
School of Business, University of Virginia (September, 1978 to September, 1993);
Consultant to PanAgora Asset Management (since 1994). Her address is 120
Goulding Street, Holliston, Massachusetts.

SUSAN B. KERLEY -- President, Global Research Associates, Inc. (Investment
Research) (since August, 1990); Manager, Rockefeller & Co. (March, 1988 to July,
1990); Trustee, Mainstay Institutional Funds (since December, 1990). Her address
is P.O. Box 9572, New Haven, Connecticut.

C. OSCAR MORONG, JR. -- Managing Director, Morong Capital Management (since
February, 1993); Senior Vice President and Investment Manager, CREF Investments,
Teachers Insurance & Annuity Association (retired January, 1993); Director
Indonesia Fund; Director, MAS Funds. His address is 1385 Outlook Drive West,
Mountainside, New Jersey.

DONALD B. OTIS -- Director of Investor Relations, International Business
Machines Corporation (retired February, 1982). His address is 6300 Midnight Pass
Road, Sarasota, Florida.

E. KIRBY WARREN -- Professor of Management, Graduate School of Business,
Columbia University (since 1987); Samuel Bronfman Professor of Democratic
Business Enterprise (1978-1987). His address is Columbia University, Graduate
School of Business, 725 Uris Hall, New York, New York.

WILLIAM S. WOODS, JR. -- Vice President-Investments, Sun Company, Inc. (retired,
April, 1984). His address is 35 Colwick Road, Cherry Hill, New Jersey.

TRUSTEES OF THE PORTFOLIO TRUST

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

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

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

OFFICERS OF THE FUND AND THE PORTFOLIO TRUST

JAMES B. CRAVER* -- Secretary and Treasurer of the Fund and the Portfolio Trust;
Senior Vice President and General Counsel, Signature Financial Group, Inc. and
The Landmark Funds Broker-Dealer Services, Inc. (since January, 1991); Partner,
Baker & Hostetler (Attorneys) (prior to January, 1991).

SUSAN JAKUBOSKI* -- Vice President, Assistant Treasurer and Assistant Secretary
of the Portfolio Trust (since August, 1994); Manager, Signature Financial Group
(Cayman) Ltd. (since August, 1994); Senior Fund Administrator, Signature
Financial Group, Inc. (since August, 1994); Assistant Treasurer, Signature
Broker-Dealer Services, Inc. (since September, 1994); Fund Compliance
Administrator, Concord Financial Group (November, 1990 to August, 1994); Senior
Fund Accountant, Neuberger & Berman Management, Inc. (from February, 1988 to
November, 1990); Customer Service Representative, I.B.J. Schroder (prior to
1988). Her address is Elizabethan Square, George Town, Grand Cayman, Cayman
Islands, BWI.

MOLLY S. MUGLER* -- Assistant Secretary of the Fund and the Portfolio Trust;
Legal Counsel and Assistant Secretary, Signature Financial Group, Inc. (since
December, 1988); Assistant Secretary, The Landmark Funds Broker-Dealer Services,
Inc. (since December, 1988).

BARBARA M. O'DETTE* -- Assistant Treasurer of the Fund and the Portfolio Trust;
Assistant Treasurer, Signature Financial Group, Inc. and The Landmark Funds
Broker-Dealer Services, Inc. (since December, 1988).

The Trustees and officers of the Fund and the Portfolio Trust also hold
comparable positions with certain other funds for which LFBDS, SFG or their
affiliates serve as the distributor or administrator.

As of February 28, 1995, all Trustees and officers as a group owned less
than 1% of the Fund's outstanding shares. As of the same date, more than 95% of
the outstanding shares of the Fund were held of record by Citibank, N.A. or its
affiliates as Shareholder Servicing Agents of the Fund for the accounts of their
respective clients.

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

ADVISER

Citibank manages the assets of the Portfolio pursuant to an investment
advisory agreement (the "Advisory Agreement"). Subject to such policies as the
Board of Trustees of the Portfolio Trust may determine, the Adviser manages the
Portfolio's securities and makes investment decisions for the Portfolio. The
Adviser furnishes at its own expense all services, facilities and personnel
necessary in connection with managing the Portfolio's investments and effecting
securities transactions for the Portfolio. The Advisory Agreement will continue
in effect until September 13, 1995 and thereafter as long as such continuance is
specifically approved at least annually by the Board of Trustees of the
Portfolio Trust or by a vote of a majority of the outstanding voting securities
of the Portfolio and, in either case, by a majority of the Trustees of the
Portfolio Trust who are not parties to the Advisory Agreement or interested
persons of any such party, at a meeting called for the purpose of voting on the
Advisory Agreement.

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

The Prospectus contains a description of the fees payable to the Adviser for
services under the Advisory Agreement. For the fiscal years ended December 31,
1992 and December 31, 1993 and for the four months ended April 30, 1994, the
fees paid to Citibank under a prior investment advisory agreement with the Fund
were $63,289, $145,145 and $103,552, respectively. For the period from May 1,
1994 to December 31, 1994, the fee paid to Citibank under the Advisory Agreement
was $218,950.

ADMINISTRATOR

Pursuant to administrative services agreements (the "Administrative Services
Agreements"), LFBDS and SFG provide the Fund and the Portfolio Trust,
respectively, with general office facilities and supervise the overall
administration of the Fund or the Portfolio Trust, including, among other
responsibilities, the negotiation of contracts and fees with, and the monitoring
of performance and billings of, the Fund's or the Portfolio Trust's independent
contractors and agents; the preparation and filing of all documents required for
compliance by the Fund or the Portfolio Trust with applicable laws and
regulations; and arranging for the maintenance of books and records of the Fund
or the Portfolio Trust. The Administrator and the Portfolio Administrator
provide persons satisfactory to the Board of Trustees of the Fund or the
Portfolio Trust to serve as Trustees and officers of the Fund and the Portfolio
Trust, respectively. Such Trustees and officers, as well as certain other
employees and Trustees of the Fund and the Portfolio Trust, may be directors,
officers or employees of LFBDS, SFG or their affiliates.

The Prospectus contains a description of the fees payable to the
Administrator and the Portfolio Administrator under the Administrative Services
Agreements. For the fiscal years ended December 31, 1992, December 31, 1993 and
December 31, 1994, the fees paid by the Fund to LFBDS under the Administrative
Services Agreement and a prior administrative services agreement were $9,493,
$21,772 and $38,077, respectively. For the period from May 1, 1994 to December
31, 1994 the fee paid by the Portfolio to SFG under the Administrative Services
Agreement with the Portfolio Trust was $10,948.

The Administrative Services Agreement with the Fund acknowledges that the
names "Landmark" and "Landmark Funds" are the property of the Administrator and
provides that if LFBDS ceases to serve as the Administrator of the Fund, the
Fund would change its name so as to delete the word "Landmark" or the words
"Landmark Funds". The Administrative Services Agreement with the Fund also
provides that LFBDS may render administrative services to others and may permit
other investment companies to use the word "Landmark" or the words "Landmark
Funds" in their names.

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

The Administrative Services Agreement with the Portfolio Trust provides that
SFG may render administrative services to others. The Administrative Services
Agreement with the Portfolio Trust terminates automatically if it is assigned
and may be terminated without penalty by a vote of a majority of the outstanding
voting securities of the Portfolio Trust or by either party on not more than 60
days' nor less than 30 days' written notice. The Administrative Services
Agreement with the Portfolio Trust also provides that neither SFG, as the
Portfolio Administrator, nor its personnel shall be liable for any error of
judgment or mistake of law or for any act or omission in the administration or
management of the Portfolio Trust, except for willful misfeasance, bad faith or
gross negligence in the performance of its or their duties or by reason of
reckless disregard of its or their obligations and duties under the Portfolio
Trust's Administrative Services Agreement.

LFBDS and SFG are wholly-owned subsidiaries of Signature Financial Group,
Inc. SFG is a company organized under the laws of the Cayman Islands. Its
principal place of business is in George Town, Grand Cayman, British West
Indies.

Pursuant to sub-administrative services agreements, Citibank performs such
sub-administrative duties for the Fund and the Portfolio Trust as from time to
time are agreed upon by Citibank and, respectively, LFBDS and SFG. Citibank's
sub-administrative duties may include providing equipment and clerical personnel
necessary for maintaining the Fund's or the Portfolio Trust's organization,
participation in the preparation of documents required for compliance by the
Fund or the Portfolio Trust with applicable laws and regulations, the
preparation of certain documents in connection with meetings of Trustees and
shareholders, and other functions which would otherwise be performed by the
Administrator. For performing such sub-administrative services, Citibank
receives compensation as from time to time is agreed upon by LFBDS or SFG, not
in excess of the amount paid to LFBDS or SFG for its services under the
Administrative Services Agreement. All such compensation is paid by LFBDS or
SFG.

DISTRIBUTOR

LFBDS serves as the Distributor of the Fund's shares pursuant to
Distribution Agreements with the Fund with respect to each class of shares of
the Fund. Unless otherwise terminated, the Distribution Agreements continue from
year to year upon annual approval by the Fund's Board of Trustees, or by the
vote of a majority of the outstanding voting securities of the Fund and by the
vote of a majority of the Board of Trustees of the Fund who are not parties to
the Agreements or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval. Each Distribution
Agreement will terminate in the event of its assignment, as defined in the 1940
Act.

The Fund has adopted Distribution Plans (the "Distribution Plans") in
accordance with Rule 12b-1 under the 1940 Act with respect to each class of
shares of the Fund after concluding that there is a reasonable likelihood that
the Distribution Plans will benefit the Fund and its shareholders. The
Distribution Plan with respect to Class A shares provides that the Fund shall
pay a distribution fee to the Distributor at an annual rate not to exceed 0.10%
of the Fund's average daily net assets represented by the Class A shares. The
Distribution Plan with respect to Class B shares provides that the Fund will pay
the Distributor a distribution fee at an annual rate not to exceed 0.75% of the
Fund's average daily net assets represented by the Class B shares. The
Distributor receives the distribution fees for its services under the
Distribution Agreements in connection with the distribution of the Fund's shares
of each class (exclusive of any advertising expenses incurred by the Distributor
in connection with the sale of Class A shares of the Fund). The Distributor may
use all or any portion of such distribution fee to pay for expenses of printing
prospectuses and reports used for sales purposes, expenses of the preparation
and printing of sales literature, commissions to dealers who sell shares of the
applicable class of the Fund and other such distribution-related expenses.

The Fund is also permitted to pay the Distributor a service fee with respect
to the Class B shares at an annual rate not to exceed 0.25% of the Fund's
average daily net assets represented by the Class B shares.

The Distribution Plan with respect to the Class A Shares also permits the
Fund to pay the Distributor an additional fee (not to exceed 0.05% of the
average daily net assets of the Class A shares) in anticipation of or as
reimbursement for print or electronic media advertising expenses incurred in
connection with the sale of Class A shares.

The Distribution Plans continue in effect if such continuance is
specifically approved at least annually by a vote of both a majority of the
Fund's Trustees and a majority of the Trustees who are not "interested persons"
of the Fund and who have no direct or indirect financial interest in the
operation of the Distribution Plans or in any agreement related to the Plans
(for purposes of this paragraph "Qualified Trustees"). Each Distribution Plan
requires that the Fund and the Distributor provide to the Board of Trustees, and
the Board of Trustees review, at least quarterly, a written report of the
amounts expended (and the purposes therefor) under the Distribution Plan. Each
Distribution Plan further provides that the selection and nomination of the
Qualified Trustees is committed to the discretion of the disinterested Trustees
(as defined in the 1940 Act) then in office. The Distribution Plans may be
terminated with respect to any class of shares of the Fund at any time by a vote
of a majority of the Fund's Qualified Trustees or by a vote of a majority of the
outstanding voting securities of that class of shares of the Fund. The
Distribution Plan applicable to a class of shares of the Fund may not be amended
to increase materially the amount of the Fund's permitted expenses thereunder
without the approval of a majority of the outstanding securities of that class
of shares of the Fund and may not be materially amended in any case without a
vote of a majority of both the Trustees and Qualified Trustees. The Distributor
will preserve copies of any plan, agreement or report made pursuant to each
Distribution Plan for a period of not less than six years from the date of the
Plan, and for the first two years the Distributor will preserve such copies in
an easily accessible place.

As contemplated by the Distribution Plans, LFBDS acts as the agent of the
Fund in connection with the offering of shares of the Fund pursuant to the
Distribution Agreements. After the prospectus and periodic reports of the Fund
have been prepared, set in type and mailed to existing shareholders, the
Distributor pays for the printing and distribution of copies thereof which are
used in connection with the offering of shares of the Fund to prospective
investors. The Prospectus contains a description of fees payable to the
Distributor under the Distribution Agreements. For the fiscal years ended
December 31, 1992, December 31, 1993 and December 31, 1994, the fees paid to
LFBDS under the Distribution Agreement and a prior distribution agreement were
$6,329, $14,514 and $31,590 (of which $1,880 was voluntarily waived),
respectively, no portion of which was applicable to reimbursement for expenses
incurred in connection with print or electronic media advertising.

SHAREHOLDER SERVICING AGENTS, TRANSFER AGENT AND CUSTODIAN

The Fund has adopted an administrative services plan (the "Administrative
Services Plan") after having concluded that there is a reasonable likelihood
that the Administrative Services Plan will benefit the Fund and its
shareholders. The Administrative Services Plan provides that the Fund may obtain
the services of an administrator, a transfer agent, a custodian and one or more
Shareholder Servicing Agents, and may enter into agreements providing for the
payment of fees for such services. Under the Administrative Services Plan, the
total of the fees paid from the Fund to the Fund's Administrator and Shareholder
Servicing Agents may not exceed 0.65% of the Fund's average daily net assets on
an annualized basis for the Fund's then-current fiscal year. Any distribution
fees (other than any fee concerning electronic or other media advertising)
payable under the Distribution Plan for Class A shares of the Fund are included
in this expense limitation for the Class A shares. This limitation does not
apply to any fees paid under the Distribution Plan for the Class B shares. The
Administrative Services Plan continues in effect if such continuance is
specifically approved at least annually by a vote of both a majority of the
Trustees and a majority of the Trustees who are not "interested persons" of the
Fund and who have no direct or indirect financial interest in the operation of
the Administrative Services Plan or in any agreement related to such Plan (for
purposes of this paragraph "Qualified Trustees"). The Administrative Services
Plan requires that the Fund provide to its Board of Trustees and the Board of
Trustees review, at least quarterly, a written report of the amounts expended
(and the purposes therefor) under the Administrative Services Plan. The
Administrative Services Plan may be terminated at any time by a vote of a
majority of the Qualified Trustees or by a vote of a majority of the outstanding
voting securities of the Fund. The Administrative Services Plan may not be
amended to increase materially the amount of permitted expenses thereunder
without the approval of a majority of the outstanding voting securities of the
Fund and may not be materially amended in any case without a vote of the
majority of both the Trustees and the Qualified Trustees.

The Fund has entered into a shareholder servicing agreement (a "Servicing
Agreement") with each Shareholder Servicing Agent and a Transfer Agency and
Service Agreement with State Street Bank and Trust Company ("State Street")
pursuant to which State Street (or its affiliate State Street Canada, Inc.) acts
as transfer agent for the Fund. The Fund has entered into a Custodian Agreement
with Investors Bank & Trust Company ("IBT") and a Fund Accounting Agreement with
Signature Financial Services, Inc. ("SFSI") pursuant to which custodial and fund
accounting services, respectively, are provided for the Fund. See "Shareholder
Servicing Agents" and "Transfer Agent, Custodian and Fund Accountant" in the
Prospectus for additional information, including a description of fees paid to
the Shareholder Servicing Agents under the Servicing Agreements. For the fiscal
years ended December 31, 1993 and December 31, 1994, the aggregate fees payable
to Shareholder Servicing Agents under the Shareholder Servicing Agreements were
$58,058 (of which $21,772 was voluntarily waived) and $126,215 (of which $47,241
was voluntarily waived), respectively.

The Portfolio Trust has also adopted an administrative services plan (the
"Portfolio Administrative Plan") which provides that the Portfolio Trust may
obtain the services of an administrator, a transfer agent and a custodian and
may enter into agreements providing for the payment of fees for such services.
Under the Portfolio Administrative Plan, the administrative services fee payable
to the Portfolio Administrator from the Portfolio may not exceed 0.05% of the
Portfolio's average daily net assets on an annualized basis for its then-current
fiscal year.

The Portfolio Administrative Plan continues in effect if such continuance is
specifically approved at least annually by a vote of both a majority of the
Portfolio Trust's Trustees and a majority of the Portfolio Trust's Trustees who
are not "interested persons" of the Portfolio and who have no direct or indirect
financial interest in the operation of the Portfolio Administrative Plan or in
any agreement related to such Plan (for purposes of this paragraph "Qualified
Trustees"). The Portfolio Administrative Plan requires that the Portfolio Trust
provide to the Board of Trustees and the Board of Trustees review, at least
quarterly, a written report of the amounts expended (and the purposes therefor)
under the Portfolio Administrative Plan. The Portfolio Administrative Plan may
not be amended to increase materially the amount of permitted expenses
thereunder without the approval of a majority of the outstanding voting
securities of the Portfolio Trust and may not be materially amended in any case
without a vote of the majority of both the Portfolio Trust's Trustees and the
Portfolio Trust's Qualified Trustees.

The Portfolio Trust has entered into a Custodian Agreement with IBT pursuant
to which IBT acts as custodian for the Portfolio. The Portfolio Trust has
entered into a Fund Accounting Agreement with SFSI pursuant to which SFSI
provides fund accounting services for the Portfolio. Pursuant to a separate
Transfer Agency and Service Agreement with the Portfolio Trust, SFSI provides
transfer agency services to the Portfolio. See "Shareholder Servicing Agents"
and "Transfer Agent, Custodian and Fund Accountant" in the Prospectus for
additional information.

The principal business address of IBT is One Lincoln Plaza, Boston,
Massachusetts 02111. The principal business address of SFSI is 6 St. James
Avenue, Boston, Massachusetts 02116. The principal business address of State
Street is 225 Franklin Street, Boston, Massachusetts 02110.

AUDITORS

Price Waterhouse LLP are the independent certified public accountants for
the Fund, providing audit services and assistance and consultation with respect
to the preparation of filings with the SEC. The address of Price Waterhouse LLP
is 160 Federal Street, Boston, Massachusetts 02110. Price Waterhouse are the
chartered accountants for the Portfolio Trust. The address of Price Waterhouse
is Suite 3000, 1 First Canadian Place, Toronto, Ontario M5X 1H7, Canada.

6. PORTFOLIO TRANSACTIONS

The Portfolio Trust trades securities for the Portfolio if it believes that
a transaction net of costs (including custodian charges) will help achieve the
Portfolio's investment objectives. Changes in the Portfolio's investments are
made without regard to the length of time a security has been held, or whether a
sale would result in the recognition of a profit or loss. Therefore, the rate of
turnover is not a limiting factor when changes are appropriate. The turnover
rate for the Portfolio is expected to be less than 100% annually. Specific
decisions to purchase or sell securities for the Portfolio are made by a
portfolio manager who is an employee of the Adviser and who is appointed and
supervised by its senior officers. The portfolio manager may serve other clients
of the Adviser in a similar capacity.

The primary consideration in placing portfolio securities transactions with
broker-dealers for execution is to obtain and maintain the availability of
execution at the most favorable prices and in the most effective manner
possible. The Adviser attempts to achieve this result by selecting
broker-dealers to execute transactions on behalf of the Portfolio and other
clients of the Adviser on the basis of their professional capability, the value
and quality of their brokerage services, and the level of their brokerage
commissions. In the case of securities traded in the over-the-counter market
(where no stated commissions are paid but the prices include a dealer's markup
or markdown), the Adviser normally seeks to deal directly with the primary
market makers, unless in its opinion, best execution is available elsewhere. In
the case of securities purchased from underwriters, the cost of such securities
generally includes a fixed underwriting commission or concession. From time to
time, soliciting dealer fees are available to the Adviser on the tender of the
Portfolio's securities in so-called tender or exchange offers. Such soliciting
dealer fees are in effect recaptured for the Portfolio by the Adviser. At
present no other recapture arrangements are in effect.

Under the Advisory Agreement, in connection with the selection of such
brokers or dealers and the placing of such orders, the Adviser is directed to
seek for the Portfolio in its best judgment, prompt execution in an effective
manner at the most favorable price. Subject to this requirement of seeking the
most favorable price, securities may be bought from or sold to broker-dealers
who have furnished statistical, research and other information or services to
the Adviser or the Portfolio, subject to any applicable laws, rules and
regulations.

The investment advisory fee that the Portfolio pays to the Adviser will not
be reduced as a consequence of the Adviser's receipt of brokerage and research
services. While such services are not expected to reduce the expenses of the
Adviser, the Adviser would, through the use of the services, avoid the
additional expenses which would be incurred if it should attempt to develop
comparable information through its own staff.

In certain instances there may be securities that are suitable as an
investment for the Portfolio as well as for one or more of the Adviser's other
clients. Investment decisions for the Portfolio and for the Adviser's other
clients are made with a view to achieving their respective investment
objectives. It may develop that a particular security is bought or sold for only
one client even though it might be held by, or bought or sold for, other
clients. Likewise, a particular security may be bought for one or more clients
when one or more clients are selling the same security. Some simultaneous
transactions are inevitable when several clients receive investment advice from
the same investment adviser, particularly when the same security is suitable for
the investment objectives of more than one client. When two or more clients are
simultaneously engaged in the purchase or sale of the same security, the
securities are allocated among clients in a manner believed to be equitable to
each. It is recognized that in some cases this system could adversely affect the
price of or the size of the position obtainable in a security for the Portfolio.
When purchases or sales of the same security for the Portfolio and for other
portfolios managed by the Adviser occur contemporaneously, the purchase or sale
orders may be aggregated in order to obtain any price advantages available to
large volume purchases or sales.

For the fiscal years ended December 31, 1992 and December 31, 1993 and for
the four months ended April 30, 1994, the Fund paid brokerage commissions in the
amount of $29,932, $75,162 and $40,599, respectively. For the period from May 1,
1994 to December 31, 1994, the Portfolio paid brokerage commissions in the
amount of $48,435.

7. DESCRIPTION OF SHARES, VOTING RIGHTS AND LIABILITIES

The Fund's Declaration of Trust permits the Trustees to issue an unlimited
number of full and fractional Shares of Beneficial Interest (par value $0.00001
per share) and to divide or combine the shares into a greater or lesser number
of shares without thereby changing the proportionate beneficial interests in the
Fund. Each share represents an equal proportionate interest in the Fund with
each other share (except for differences among classes). Currently, the Fund has
one series of shares, divided into two classes. Upon liquidation or dissolution
of the Fund, the Fund's shareholders of each class are entitled to share pro
rata in the Fund's net assets available for distribution to its shareholders of
the same class. The Fund reserves the right to create and issue additional
series and classes of shares, in which case, the shares of each series and class
would participate equally with shareholders of the same series and class in the
Fund's earnings, dividends and distribution of net assets upon liquidation or
dissolution. Shares of each series would be entitled to vote separately to
approve advisory agreements or changes in investment policy, but shares of all
series would be entitled to vote together in the election or selection of
Trustees and accountants for the Fund. In matters affecting only a particular
series or class, only shares of that particular series or class would be
entitled to vote.

Shareholders are entitled to one vote for each share held on matters on
which they are entitled to vote. Shareholders in the Fund do not have cumulative
voting rights, and shareholders owning more than 50% of the outstanding shares
of the Fund may elect all of the Trustees of the Fund if they choose to do so
and in such event the other shareholders in the Fund would not be able to elect
any Trustee. The Fund is not required to hold, and has no present intention of
holding, annual meetings of shareholders but the Fund will hold special meetings
of shareholders when in the judgment of the Trustees it is necessary or
desirable to submit matters for a shareholder vote. Shareholders have, under
certain circumstances (e.g., upon the application and submission of certain
specified documents to the Trustees by a specified number of shareholders), the
right to communicate with other shareholders in connection with requesting a
meeting of shareholders for the purpose of removing one or more Trustees.
Shareholders also have under certain circumstances the right to remove one or
more Trustees without a meeting by a declaration in writing by a specified
number of shareholders. No material amendment may be made to the Fund's
Declaration of Trust without the affirmative vote of the holders of a majority
of the outstanding shares of each series affected by the amendment. (See
"Investment Objective, Policies and Restrictions -- Investment Restrictions".)
At any meeting of shareholders of the Fund, a Shareholder Servicing Agent may
vote any shares of which it is the holder of record and for which it does not
receive voting instructions proportionately in accordance with the instructions
it receives for all other shares of which that Shareholder Servicing Agent is
the holder of record. Shares have no preference, pre-emptive, conversion or
similar rights. Shares, when issued, are fully paid and non-assessable, except
as set forth below.

The Fund may enter into a merger or consolidation, or sell all or
substantially all of its assets, if approved by the vote of the holders of
two-thirds of the Fund's outstanding shares, voting as a single class, except
that if the Trustees of the Fund recommend such sale of assets, merger or
consolidation, the approval by vote of the holders of a majority of the Fund's
outstanding shares would be sufficient. The Fund may be terminated (i) by a vote
of a majority of the outstanding voting securities of the Fund or (ii) by the
Trustees by written notice to the shareholders of the Fund. If not so
terminated, the Fund will continue indefinitely.

Share certificates will not be issued.

The Fund is an entity of the type commonly known as a "Massachusetts
business trust". Under Massachusetts law, shareholders of such a business trust
may, under certain circumstances, be held personally liable as partners for its
obligations and liabilities. However, the Declaration of Trust contains an
express disclaimer of shareholder liability for acts or obligations of the Fund
and provides for indemnification and reimbursement of expenses out of Fund
property for any shareholder held personally liable for the obligations of the
Fund. The Declaration of Trust also provides that the Fund may maintain
appropriate insurance (e.g., fidelity bonding and errors and omissions
insurance) for the protection of the Fund, its shareholders, Trustees, officers,
employees and agents covering possible tort and other liabilities. Thus, the
risk of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which both inadequate insurance existed
and the Fund itself was unable to meet its obligations.

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

The Portfolio is a series of the Portfolio Trust, organized as a trust under
the laws of the State of New York. The Portfolio Trust's Declaration of Trust
provides investors in the Portfolio (e.g., other investment companies (including
the Fund), insurance company separate accounts and common and commingled trust
funds) are each liable for all obligations of the Portfolio. However, the risk
of the Fund incurring financial loss on account of such liability is limited to
circumstances in which both inadequate insurance existed and the Portfolio
itself was unable to meet its obligations. It is not expected that the
liabilities of the Portfolio would ever exceed its assets.

Each investor in the Portfolio, including the Fund, may add to or withdraw
from its investment in the Portfolio on each business day. As of the close of
regular trading on each business day, the value of each investor's beneficial
interest in the Portfolio is determined by multiplying the net asset value of
the Portfolio by the percentage, effective for that day, that represents that
investor's share of the aggregate beneficial interests in the Portfolio. Any
additions or withdrawals, that are to be effected on that day, are then
effected. The investor's percentage of the aggregate beneficial interests in the
Portfolio is then re-computed as the percentage equal to the fraction (i) the
numerator of which is the value of such investor's investment in the Portfolio
as of the close of regular trading, on such day plus or minus, as the case may
be, the amount of any additions to or withdrawals from the investor's investment
in the Portfolio effected on such day, and (ii) the denominator of which is the
aggregate net asset value of the Portfolio as of the close of regular trading,
on such day plus or minus, as the case may be, the amount of the net additions
to or withdrawals from the aggregate investments in the Portfolio by all
investors in the Portfolio. The percentage so determined is then applied to
determine the value of the investor's interest in the Portfolio as of the close
of regular trading on the next following business day.

8. CERTAIN ADDITIONAL TAX MATTERS

The Fund has elected to be treated, and intends to qualify each year, as a
"regulated investment company" under Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code"), by meeting all applicable requirements of
Subchapter M, including requirements as to the nature of the Fund's gross
income, the amount of Fund distributions, and the composition and holding period
of the Fund's portfolio assets. Provided all such requirements are met, no U.S.
federal income or excise taxes generally will be required to be paid by the
Fund, although non-U.S. source income earned by the Fund may be subject to
non-U.S. withholding taxes. If the Fund should fail to qualify as a "regulated
investment company" for any year, the Fund would incur a regular corporate
federal income tax upon its taxable income and Fund distributions would
generally be taxable as ordinary income to shareholders. The Portfolio believes
that it also will not be required to pay any U.S. federal income or excise taxes
on its income.

The portion of the Fund's ordinary income dividends attributable to
dividends received in respect of equity securities of U.S. issuers is normally
eligible for the dividends received deduction for corporations subject to U.S.
federal income taxes. Availability of the deduction for particular shareholders
is subject to certain limitations, and deducted amounts may be subject to the
alternative minimum tax and result in certain basis adjustments. Any Fund
dividend that is declared in October, November or December of any calendar year,
that is payable to shareholders of record in such a month, and that is paid the
following January will be treated as if received by the shareholders on December
31 of the year in which the dividend is declared.

Any Fund distribution will have the effect of reducing the per share net
asset value of shares in the Fund by the amount of the distribution.
Shareholders purchasing shares shortly before the record date of any
distribution may thus pay the full price for the shares and then effectively
receive a portion of the purchase price back as a taxable distribution.

In general, any gain or loss realized upon a taxable disposition of shares
of the Fund by a shareholder that holds such shares as a capital asset will be
treated as a long-term capital gain or loss if the shares have been held for
more than twelve months and otherwise as a short-term capital gain or loss.
However, any loss realized upon a disposition of shares in the Fund held for six
months or less will be treated as a long-term capital loss to the extent of any
distributions of net capital gain made with respect to those shares. Any loss
realized upon a disposition of shares may also be disallowed under rules
relating to wash sales. Gain may be increased (or loss reduced) upon a
redemption of shares of the Fund within 90 days after their purchase followed by
any purchase (including purchases by exchange or by reinvestment) of shares of
the Fund or of another Landmark Fund without payment of any additional sales
charge.

The Fund's transactions in forward contracts will be subject to special tax
rules that may affect the amount, timing and character of Fund income and
distributions to shareholders. For example, certain positions held by the Fund
on the last business day of each taxable year will be marked to market (i.e.,
treated as if closed out) on that day, and any gain or loss associated with the
positions will be treated as 60% long-term and 40% short-term capital gain or
loss. Certain positions held by the Fund that substantially diminish its risk of
loss with respect to other positions in its portfolio may constitute
"straddles," and may be subject to special tax rules that would cause deferral
of Fund losses, adjustments in the holding periods of Fund securities, and
conversion of short-term into long-term capital losses. Certain tax elections
exist for straddles that may alter the effects of these rules. The Fund will
limit its activities in forward contracts to the extent necessary to meet the
requirements of Subchapter M of the Code.

Special tax considerations apply with respect to non-U.S. investments of the
Portfolio. Use of non-U.S. currencies for non-hedging purposes may be limited in
order to avoid a tax on the Portfolio. Investment by the Portfolio in certain
"passive foreign investment companies" may also be limited in order to avoid a
tax on the Portfolio. Investment income received by the Portfolio from non-U.S.
securities may be subject to non-U.S. income taxes withheld at the source. The
United States has entered into tax treaties with many other countries that may
entitle the Portfolio to a reduced rate of tax or an exemption from tax on such
income. The Portfolio intends to qualify for treaty reduced rates where
available. It is not possible, however, to determine the Portfolio's effective
rate of non-U.S. tax in advance since the amount of the Portfolio's assets to be
invested within various countries is not known.

If the Fund holds more than 50% of its assets in foreign stock and
securities at the close of its taxable year, the Fund may elect to "pass
through" to the Fund's shareholders foreign income taxes paid. If the Fund so
elects, shareholders will be required to treat their pro rata portion of the
foreign income taxes paid by the Fund as part of the amount distributed to them
by the Fund and thus includable in their gross income for federal income tax
purposes. Shareholders who itemize deductions would then be allowed to claim a
deduction or credit (but not both) on their federal income tax returns for such
amount, subject to certain limitations. Shareholders who do not itemize
deductions would (subject to such limitations) be able to claim a credit but not
a deduction. No deduction will be permitted to individuals in computing their
alternative minimum tax liability. If the Fund does not qualify to elect to
"pass through" to the Fund's shareholders foreign income taxes paid by it,
shareholders will not be able to claim any deduction or credit for any part of
their foreign taxes paid by the Fund. For purposes of the preceding discussion
the Fund believes that it will be treated as owning a pro rata share of the
assets of the Portfolio and as having paid a pro rata share of the foreign taxes
paid by the Portfolio.

9. INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS

Price Waterhouse LLP are the independent certified public accountants for
the Fund, providing audit services and assistance and consultation with respect
to the preparation of filings with the Securities and Exchange Commission. Price
Waterhouse are the chartered accountants for the Portfolio Trust. Deloitte &
Touche LLP were the independent certified public accountants for the Fund
through December 31, 1993. The selection of Price Waterhouse LLP was based on
management's decision with respect to certain areas of expertise and service
capabilities. There was no disagreement between the Fund and Deloitte & Touche
LLP with respect to the accounting and audit services provided by such firm.

The audited financial statements of the Fund (Statement of Assets and
Liabilities at December 31, 1994, Statement of Operations for the year ended
December 31, 1994, Statement of Changes in Net Assets for each of the years in
the two-year period ended December 31, 1994, Financial Highlights for each of
the years in the three-year period ended December 31, 1994 and the period from
March 1, 1991 (commencement of operations) to December 31, 1991, Notes to
Financial Statements and Independent Auditors' Report), each of which is
included in the Annual Report to Shareholders of the Fund, are incorporated by
reference into this Statement of Additional Information and have been so
incorporated in reliance upon the reports of Price Waterhouse LLP (for the
fiscal year ended December 31, 1994) and Deloitte & Touche LLP (for periods
prior to the fiscal year ended December 31, 1994), independent certified public
accountants, on behalf of the Fund.

The audited financial statements of the Portfolio (Portfolio of Investments
at December 31, 1994, Statement of Assets and Liabilities at December 31, 1994,
Statement of Operations for the period May 1, 1994 (commencement of operations)
to December 31, 1994, Statement of Changes in Net Assets for the period May 1,
1994 (commencement of operations) to December 31, 1994, Financial Highlights for
the period May 1, 1994 (commencement of operations) to December 31, 1994, Notes
to Financial Statements and Independent Auditors' Report), each of which is
included in the Annual Report to Shareholders of the Fund, are incorporated by
reference into this Statement of Additional Information and have been so
incorporated in reliance upon the reports of Price Waterhouse, chartered public
accountants, on behalf of the Portfolio.

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

<PAGE>

SHAREHOLDER SERVICING AGENTS

FOR CITIBANK NEW YORK RETAIL BANKING AND
BUSINESS AND PROFESSIONAL CUSTOMERS:
Citibank, N.A.
450 West 33rd Street, New York, NY 10001
(212) 564-3456 or (800) 846-5300

FOR CITIGOLD CUSTOMERS:
Citigold
666 Fifth Avenue, New York, NY 10150-5130
Call Your Account Officer or (212) 974-0900 or (800) 285-1701

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

FOR CITICORP INVESTMENT SERVICES CUSTOMERS:
Citicorp Investment Services
One Court Square, Long Island City, NY 11120
Call Your Investment Consultant or (800) 846-5200,
(212) 736-8170 in New York City

<PAGE>

LANDMARK INTERNATIONAL EQUITY FUND

TRUSTEES AND OFFICERS
Philip W. Coolidge
President*
H.B. Alvord
Riley C. Gilley
Diana R. Harrington
Susan B. Kerley
C. Oscar Morong, Jr.
Donald B. Otis
E. Kirby Warren
William S. Woods, Jr.

SECRETARY AND TREASURER
James B. Craver*

ASSISTANT TREASURER
Barbara M. O'Dette*

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

INVESTMENT ADVISER
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
State Street Bank and Trust Company
225 Franklin Street, Boston, MA 02110

CUSTODIAN
Investors Bank & Trust Company
One Lincoln Plaza, Boston, MA 02111

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

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