LANDMARK INTERNATIONAL EQUITY FUND, 497, 1995-07-14

LANDMARK INTERNATIONAL EQUITY FUND
497, 1995-07-14

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<PAGE>
Rule 497(c)
File Nos. 33-36556 and 811-6154

PROSPECTUS
JUNE 19, 1995

LANDMARK INTERNATIONAL EQUITY FUND
LANDMARK EMERGING ASIAN MARKETS EQUITY FUND
(Members of the LandmarkSM Family of Funds)
Class A and B Shares
This Prospectus describes two mutual funds in the Landmark Family of
Funds: Landmark International Equity Fund and Landmark Emerging Asian Markets
Equity Fund. Each Fund has its own investment objective and policies.
Citibank, N.A. is the investment adviser.
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UNLIKE OTHER MUTUAL FUNDS WHICH DIRECTLY ACQUIRE AND MANAGE THEIR OWN
PORTFOLIOS OF SECURITIES, THE FUNDS SEEK THEIR INVESTMENT OBJECTIVES BY
INVESTING ALL OF THEIR INVESTABLE ASSETS IN DIFFERENT SERIES OF THE PREMIUM
PORTFOLIOS. EACH PORTFOLIO HAS THE SAME INVESTMENT OBJECTIVE AND POLICIES AS ITS
CORRESPONDING FUND. SEE "SPECIAL INFORMATION CONCERNING INVESTMENT STRUCTURE" ON
PAGE 10.
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REMEMBER THAT SHARES OF THE FUNDS:
* 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 Funds that a
prospective investor should know before investing. A Statement of Additional
Information dated June 19, 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 Funds 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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11 Valuation of Shares
Classes of Shares
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13 Purchases
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16 Exchanges
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17 Redemptions
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18 Dividends and Distributions
Management
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21 Tax Matters
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22 Performance Information
General Information
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23 Appendix A -- Permitted Investments and Investment Practices
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<PAGE>
25 Appendix B -- Certain Information about Emerging Asia Countries
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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 FUNDS: This Prospectus describes two mutual funds: Landmark International
Equity Fund and Landmark Emerging Asian Markets Equity Fund. Each Fund has its
own investment objective and policies. There can be no assurance that any Fund
will achieve its objective. Because each Fund invests through a Portfolio, all
references in this Prospectus to a Fund include its corresponding Portfolio,
except as otherwise noted.

INVESTMENT OBJECTIVE AND POLICIES:
LANDMARK INTERNATIONAL EQUITY FUND. Long-term capital growth; dividend income,
if any, is incidental to this investment objective. Through International
Equity 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").

LANDMARK EMERGING ASIAN MARKETS EQUITY FUND. Long-term capital growth;
dividend income, if any, is incidental to this investment objective. Through
Emerging Asian Markets Equity Portfolio, the Fund invests primarily in equity
securities of companies in Asian countries with emerging markets and
developing economies, including the Philippines, Malaysia, Indonesia,
Thailand, South Korea, Taiwan, the People's Republic of China, India,
Pakistan, Sri Lanka and Vietnam.

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 each Fund (the "Distributor"). See "Management."

PURCHASES AND REDEMPTIONS: Customers of Shareholder Servicing Agents may
purchase and redeem shares of the Funds 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 an initial 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
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

<PAGE>
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: Each Fund has its own suitability considerations and risk
factors, as summarized below and described in more detail in "Investment
Information" and "Risk Considerations." No single Fund is intended to provide
a complete investment program.

Investing primarily in common stocks of non-U.S. issuers, including
issuers in developing countries, the Funds are 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.

THE EMERGING ASIAN MARKETS EQUITY FUND IS DESIGNED FOR INVESTORS WHO,
WHILE SEEKING ABOVE-AVERAGE GROWTH, ARE WILLING TO ACCEPT THE RISKS OF
POTENTIAL LOSS AND VOLATILITY ASSOCIATED WITH INVESTMENT IN ISSUERS WITHIN A
SPECIFIC REGION AND RELATIVELY FEW COUNTRIES, AND THE HEIGHTENED RISKS AND
VOLATILITY ASSOCIATED WITH INVESTMENT IN ISSUERS IN COUNTRIES WITH EMERGING
MARKETS AND DEVELOPING ECONOMIES.

RISK FACTORS: There can be no assurance that any Fund will achieve its
investment objective, and each 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 Funds invest 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 Funds' 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. Changes in non-U.S. currency values will affect a Fund's
earnings and gains and losses realized on sales of securities, as well as the
Fund's net asset value. 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 International Equity Fund may, and the Emerging Asian Markets Equity
Fund will, invest in securities of issuers in developing countries. Investors
in the Funds should be able to assume the heightened risks and volatility
associated with investment in developing countries, including greater risks of
expropriation, confiscatory taxation and nationalization and less social,
political and economic stability; smaller (and, in many cases, new) markets
resulting in price volatility and illiquidity; national policies which may
restrict investment opportunities; and the absence of developed legal
structures. An investment in the Emerging Asian Markets Equity Fund will be
more susceptible to political and economic factors affecting issuers in its
region and the particular countries in which it invests.

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
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The following table summarizes estimated shareholder transaction and annual
operating expenses for Class A and B shares of each Fund and its corresponding
Portfolio, in which each Fund invests all of its investable assets. The
Trustees of the Funds believe that the aggregate per share expenses of the
Funds and their corresponding Portfolios will be less than or approximately
equal to the expenses that the Funds would incur if their assets were invested
directly in the types of securities held by their corresponding Portfolios.
For more information on costs and expenses, see "Management" -- page 18 and
"General Information -- Expenses" -- page 23.*

<TABLE>
<CAPTION>
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EMERGING
INTERNATIONAL ASIAN MARKETS
EQUITY FUND EQUITY FUND

CLASS A CLASS B CLASS A CLASS B
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<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on
Purchases (as a percentage of
offering price) ................ 4.75% None 4.75% None
Maximum Contingent Deferred Sales
Charge (as a percentage of
original purchase price or
redemption proceeds, whichever See See
is less) ....................... Below(1) 5.00% Below(1) 5.00%
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE
NET ASSETS):
Investment Advisory Fee .......... 1.00% 1.00% 1.00% 1.00%
12b-1 Fees (including service fees
for Class B shares)(2) .......... 0.10% 0.85% 0.10% 0.85%
Other Expenses
Administrative Services Fees .... 0.20% 0.20% 0.20% 0.20%
Shareholder Servicing Agent Fees. 0.25% 0.25% 0.25% 0.25%
Other Operating Expenses(3) ..... 0.20% 0.20% 0.30% 0.30%
Total Fund Operating Expenses .... 1.75% 2.50% 1.85% 2.60%
</TABLE>

(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) 12b-1 distribution fees are asset-based sales charges. Long-term
shareholders in a 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 figures for Class B
shares include service fees, which are payable at the annual rate of
0.10% of the average daily net assets represented by Class B shares.
(3) LFBDS has agreed to pay the ordinary operating expenses of each Fund,
subject to certain exceptions. LFBDS receives a fee from each Fund. See
"General Information -- Expenses."

*This table is intended to assist investors in understanding the various costs
and expenses that a shareholder of a Fund will bear, either directly or
indirectly. Because Class B shares were not offered during the International
Equity Fund's most recent fiscal year and the Emerging Asian Markets Equity
Fund is newly organized, Other Operating Expenses in the table with respect
to Class B shares of the International Equity Fund, and all shares of the
Emerging Asian Markets Equity Fund, are based on estimated amounts for the
current fiscal year.

More complete descriptions of the following expenses of the Funds and the
Portfolios are set forth on the following pages: (i) investment advisory fee
- -- page 19, (ii) distribution and service fees -- pages 20-21, (iii)
administrative services fees -- page 20, and (iv) shareholder servicing agent
fees -- page 20.

<PAGE>
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.

<TABLE>
<CAPTION>
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
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<S> <C> <C> <C> <C>
INTERNATIONAL EQUITY FUND
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

EMERGING ASIAN MARKETS
EQUITY FUND
Class A shares(1) ............ $65 $103
Class B shares:
Assuming complete redemption
at end of period(2) ........ $76 $111
Assuming no redemption(3) ... $26 $ 81
</TABLE>

(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. For the Class A shares
of the International Equity Fund expenses are based on the Fund's fiscal year
ended December 31, 1994, and for the Class A shares of the Emerging Asian
Markets Equity Fund expenses are estimated since this Fund had no assets
during the 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 any Fund's future performance. THE EXAMPLE SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OF ANY FUND. ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
CONDENSED FINANCIAL INFORMATION

The following table provides condensed financial information about the
International Equity Fund for the periods indicated. The Emerging Asian
Markets Equity Fund is newly organized and therefore has not issued financial
statements. The information below should be read in conjunction with the
financial statements appearing in the International Equity 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
table 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
International Equity 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>
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INTERNATIONAL EQUITY FUND
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
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<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** (0.003)** 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%(A) 1.75% 1.75% 1.75%*
</TABLE>

<PAGE>
[S] [C] [C] [C] [C]
Ratio of net
investment income
(loss) to average
net assets ...... 0.00% (0.02%) 0.57% 1.03%*
Portfolio turnover 5%(B) 36% 42% 29%
Total return ..... (11.46%) 29.82% (1.45%) 1.61%+

Note: If certain agents of the International Equity Fund for the periods
indicated and certain agents of the International Equity 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)** $(0.116)** $(0.016) $0.028
RATIOS:
Expenses to
average net
assets........... 1.90%(A) 2.50% 2.50% 2.50%*
Net investment
income (loss) to
average net
assets .......... (0.15%) (0.77%) (0.18%) 0.29%*
[/TABLE]

* Annualized.
** 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.
+ Not annualized.
(A) Includes the International Equity Fund's share of International Equity
Portfolio allocated expenses for the period May 1, 1994 to December 31,
1994.
(B) Portfolio turnover represents the rate of portfolio activity for the
period while the International Equity 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 International Equity Portfolio, was 25%.

<PAGE>
INVESTMENT INFORMATION
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INVESTMENT OBJECTIVE: The investment objective of the INTERNATIONAL EQUITY
FUND and the EMERGING ASIAN MARKETS EQUITY FUND is long-term capital growth.
Dividend income, if any, is incidental to this investment objective.

The investment objective of each Fund may be changed by its Trustees
without approval by that 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 any Fund will achieve its investment objective.

INVESTMENT POLICIES: The INTERNATIONAL EQUITY 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 long-term capital
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.

The EMERGING ASIAN MARKETS EQUITY FUND seeks its objective by investing
mainly in equity securities of issuers located in Asian countries with
emerging markets and developing economies. These countries include the
Philippines, Malaysia, Indonesia, Thailand, South Korea, Taiwan, the People's
Republic of China, India, Pakistan, Sri Lanka and Vietnam. These countries are
called, collectively, "Emerging Asia Countries." Under normal circumstances,
at least 65% of the Fund's total assets is invested in equity securities of
issuers in at least three Emerging Asia Countries. 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.

An issuer is deemed to be "located in" or "in" a particular country if it
meets at least one of the following tests: (i) the issuer's securities are
principally traded in the country's markets; (ii) the issuer's principal
offices or operations are located in the country; or (iii) the issuer derives
at least 50% of its revenues from goods or services sold or manufactured in
the country.

In selecting common stocks for the Fund the Adviser emphasizes equity
securities of companies that, in the opinion of the Adviser, offer the
potential for sustainable growth in earnings. The Fund may invest in companies
with small, medium and large market capitalizations. The Adviser may also
select other securities 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.

<PAGE>
Appendix B and the Statement of Additional Information include additional
information concerning Emerging Asia Countries. All of these countries are
considered developing and, in general, have new and limited or restricted
securities markets.

The Adviser believes that, over time, it may be possible to obtain
investment returns from investing in companies in Emerging Asia Countries that
are higher than the expected returns from investing in companies in
economically more mature countries, such as the United States, Japan and the
countries of western Europe. In general, the economies of Emerging Asia
Countries are characterized by large labor pools, a growing middle class and
high savings rates. They are benefiting from rapid growth of intra-regional
trade and a high level of infrastructure development. In addition, governments
within the region are generally opening capital markets to foreign investors.
As a result, these countries have recently enjoyed more rapid economic growth
than more mature economies, and the Adviser believes this trend is likely to
continue.

Many of the Emerging Asia Countries may be subject to a greater degree of
economic, political and social instability than is the case in the United
States, Japan, and Western European countries. Such instability may result
from, among other things, the following: (i) authoritarian governments or
military involvement in political and economic decision-making, including
changes in government through extra-constitutional means; (ii) popular unrest
associated with demands for improved political, economic and social
conditions; (iii) internal insurgencies; (iv) hostile relations with
neighboring countries; and (v) ethnic, religious and racial disaffection. Such
social, political and economic instability could disrupt financial markets in
which the Fund invests and adversely affect the value of the Fund's assets.
See Appendix B.

CERTAIN ADDITIONAL INVESTMENT POLICIES: TEMPORARY INVESTMENTS. For temporary
defensive purposes, each 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 Funds'
permitted investments and investment practices, see Appendix A -- Permitted
Investments and Investment Practices on p. 23. The Funds will not necessarily
invest or engage in each of the investments and investment practices in
Appendix A but reserve 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 Funds, including a limitation that each Fund may borrow from
banks in an amount not to exceed 33 1/3% of the Fund's 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 Funds' investment objectives 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 a Fund's securities will not be a violation of
policy.

PORTFOLIO TURNOVER. Securities of each 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 International Equity 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 International Equity Portfolio was 25%. Because of a
change of the portfolio manager, it is expected that the turnover rate for the
International Equity Portfolio will be higher (but not more than 200%) for the
fiscal year ended December 31, 1995. The turnover rate for the Emerging Asian
Markets Equity Fund is not expected to exceed 150% annually. 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 each Fund's
security transactions with broker-dealers for execution is to obtain and
<PAGE>
maintain the availability of execution at the most favorable prices and in the
most effective manner possible.

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

The risks of investing in each 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. Each 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 Funds. Prices at which a Fund may acquire securities may be affected
by trading by persons with material non-public information and by securities
transactions by brokers in anticipation of transactions by 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 a 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 International Equity Fund may, and the Emerging Asian Markets Equity
Fund will, 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, to investors. 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

<PAGE>
volatility; (iii) certain national policies which may restrict a 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. Such characteristics can be expected to
continue in the future.

Equity securities traded in certain foreign countries, including Emerging
Asia Countries, may trade at price-earnings multiples higher than those of
comparable companies trading on securities markets in the United States, which
may not be sustainable. Rapid increases in money supply in certain countries
may result in speculative investment in equity securities which may contribute
to volatility of trading markets.

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 each Fund is expected to be higher than that of an investment company
investing exclusively in U.S. securities.

SMALLER COMPANIES. Investors in the Emerging Asian Markets Equity Fund
should be aware that the securities of companies with small market
capitalizations and securities of certain growth companies may have more risks
than the securities of other companies. Small capitalization companies and
certain growth companies may be more susceptible to market downturns or
setbacks because such companies may have limited product lines, markets,
distribution channels, and financial and management resources. Further, there
is often less publicly available information about small capitalization
companies and many growth companies than about more established companies. As
a result of these and other factors, the prices of securities issued by small
capitalization companies and some growth companies may be volatile.

REGIONAL CONCENTRATION. The Emerging Asian Markets Equity Fund will invest
primarily in issuers located in Emerging Asia Countries. Investors in the Fund
may therefore be subject to greater risk and volatility than investors in
funds with more geographically diverse portfolios. In addition, the Fund will
be susceptible to political and economic factors affecting issuers in
countries within the Asia-Pacific region and in the specific countries in
which it invests. See Appendix B for additional information about Emerging
Asia Countries.

INVESTMENT PRACTICES. Certain of the investment practices employed for the
Funds may entail risks. See Appendix A -- Permitted Investments and Investment
Practices on page 23.

SPECIAL INFORMATION CONCERNING INVESTMENT STRUCTURE: Unlike other mutual funds
which directly acquire and manage their own portfolio securities, each of the
Funds seeks its investment objective by investing all of its investable assets
in its corresponding Portfolio, a registered investment company. Each of the
Portfolios has the same investment objective and policies as its corresponding
Fund. In addition to selling a beneficial interest to a Fund, a 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 their 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 a Fund should be aware that these
differences may result in differences in returns experienced by investors in
the different funds that invest in that Portfolio. Such differences in returns
are also present in other mutual fund structures. Information concerning other
holders of interests in the Portfolios is available from the Funds'
distributor, LFBDS, at the address and telephone number indicated on the back
cover of this Prospectus.

The investment objective of each of the Funds 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 a 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 each
of the Portfolios may be changed without the approval of the investors in the

<PAGE>
Portfolio, but not without written notice thereof to the investors in the
Portfolio (and, if a 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 a Fund or its
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 each Fund and its
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.

Changes in a Portfolio's investment objective, policies or restrictions or
a failure by a Fund's shareholders to approve a change in the Portfolio's
investment objective or restrictions may 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 Funds.

Smaller funds investing in a 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 a Fund is requested to vote on
matters pertaining to its 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.

Each of the Funds may withdraw its investment from its 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 Portfolios, see "Management" --
page 18. For descriptions of the expenses of the Portfolios, see "Management"
and "General Information -- Expenses" -- page 23. For a description of the
investment objective, policies and restrictions of the Portfolios, see
"Investment Information" -- page 7.

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

Net asset value per share of each class of shares of each 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
a Fund (including the

<PAGE>
Fund's interest in its 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 each 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 each Fund's investments, trading may take
place in securities held by the Funds on days that are not Business Days and
on which it will not be possible to purchase or redeem shares of the Funds.

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

DIFFERENCES AMONG THE CLASSES: Class A and B shares of a Fund represent
interests in the same mutual fund. The primary distinctions between the
classes of each 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.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
ANNUAL 12B-1 FEES
(AS A PERCENTAGE OF
SALES CHARGE AVERAGE DAILY NET ASSETS OTHER INFORMATION
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CLASS A Maximum initial sales charge of Distribution fee of 0.10% Initial sales charge waived or reduced for
4.75% of the public offering price certain purchases; a contingent deferred
sales charge may apply in certain instances
where the initial sales charge is waived
CLASS B Maximum contingent deferred sales Distribution fee of 0.75%, Shares convert to Class A shares
charge of 5.00% of the lesser of Service fee of 0.10% approximately eight years after issuance
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 a 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 their 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 a Fund.

WAIVERS AND REDUCTIONS OF SALES CHARGES. Class A share purchases of at
least $25,000 and Class A share purchases made under a 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.

<PAGE>
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 same 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 each Fund. By purchasing shares an investor agrees to the imposition
of initial and deferred sales charges as described in this Prospectus.

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

Each 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 Funds 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 Funds 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 a Fund). An
investor's Shareholder Servicing Agent may or 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

<PAGE>
promptly forward orders for Fund shares to the Distributor. Each 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.

PURCHASING CLASS A SHARES: INITIAL SALES CHARGE -- CLASS A SHARES. Each 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:

<TABLE>
<CAPTION>
SALES CHARGE AS
PERCENTAGE OF THE
-----------------
PUBLIC NET BROKER COMMISSION AS
AMOUNT OF PURCHASE AT THE OFFERING AMOUNT PERCENTAGE OF THE
PUBLIC OFFERING PRICE PRICE INVESTED PUBLIC OFFERING PRICE
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $25,000 .............. 5% 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<F1> none<F1> none
------------
<FN>
<F1> A contingent deferred sales charge may apply in certain instances.
- -------------------------------------------------------------------------------------------------
</TABLE>

18
SALES CHARGE ELIMINATION -- CLASS A SHARES. Class A shares of the Funds
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,

<PAGE>
(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 a 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 a 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 a 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 a 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 a
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 a 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

<PAGE>
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 a
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.
Each 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 a 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 applicable
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 a 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

<PAGE>
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 a Fund. In some
instances, these incentives may be offered to certain brokers who have sold or
may sell significant numbers of shares of a Fund.

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

Shares of each 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."

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

<PAGE>
Servicing Agent (subject to any applicable contingent deferred sales charge).
Shareholders may redeem shares of a 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 Funds 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,
a 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 Funds' 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 same 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 each 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.

Each 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.
Each 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

<PAGE>
either cash or additional shares of the same class issued at net asset value
without a sales charge. Distributions paid by each 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: Each Fund is supervised by a Board of Trustees. The
Portfolios are 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 each of the Funds are different from
a majority of the disinterested Trustees of their corresponding Portfolios.
More information on the Trustees and officers of the Funds and the Portfolios
appears under "Management" in the Statement of Additional Information.

INVESTMENT ADVISER: CITIBANK. Each 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 15 other Landmark Funds or portfolios.

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

INTERNATIONAL EQUITY FUND. Trevor Forbes and Neil Robson, who are based in
Citibank's London office, are the managers of the International Equity Fund.
Mr. Forbes is the head of Citibank's International Equity Department in London
and the senior portfolio manager of global, non-U.S. equity and European
equity portfolios for institutional accounts. Before joining Citibank in 1991,
Mr. Forbes managed the investment business of Abbey Life. Mr. Robson is a
senior equity portfolio manager with responsibilities for the Canadian and
German equity markets who plays a key role in the general asset allocation
decisions regarding equity portfolios. Prior to joining Citibank in 1989, Mr.
Robson was a portfolio manager in European equities for County National
Westminster Investment Management. The selection of specific securities is
made by committees of Citibank investment personnel specializing in
investments in the countries selected by Mr. Forbes and Mr. Robson.

EMERGING ASIAN MARKETS EQUITY FUND. Pansy Phua and Shern Liang Tan, who
are based in Citibank's Singapore office, are the managers of the Emerging
Asian Markets Equity Fund. Ms. Phua is a senior portfolio manager with
responsibility for managing over $850,000,000 in Asian equities. She joined
Citibank in 1990. She has a total of eighteen years of financial services
experience. Prior to joining Citibank she worked for Jardine-Fleming as an
investment manager. Mr. Tan is a portfolio manager in Citibank's Singapore
office, whose responsibilities include managing accounts invested in
industrial and emerging Asia-Pacific equities. He joined Citibank in 1992.

Management's discussion of the International Equity 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. The
Emerging Asian Markets Equity Fund is newly organized and therefore has not
issued any reports to shareholders.

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

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

<PAGE>
For the fiscal year ended December 31, 1994, the investment advisory fee
paid to Citibank from the International Equity Fund 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 Funds, 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 Funds 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 Funds. Citibank believes that its
services under the Advisory Agreements 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 Funds would seek alternative means for obtaining these services.
The Funds do not expect that shareholders would suffer any adverse financial
consequences as a result of any such occurrence.

ADMINISTRATIVE SERVICES PLANS: The Funds and the Portfolios have
administrative services plans ("Administrative Services Plans") which provide
that the Funds and the Portfolios may obtain the services of an administrator,
a transfer agent, a custodian, and, in the case of the Funds, one or more
Shareholder Servicing Agents, and may enter into agreements providing for the
payment of fees for such services. Under the Funds' Administrative Services
Plan, the total of the fees paid to the Funds' Administrator and Shareholder
Servicing Agents may not exceed 0.65% of each 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
International Equity Fund are included in this percentage limitation for those
shares. For the Class A shares of the Emerging Asian Markets Equity Fund and
for the Class B shares of each Fund this limitation does not include any
amounts payable under the Distribution Plans for those shares. Within this
overall limitation, individual fees may vary. Under the Portfolios'
Administrative Services Plan, fees paid to the Portfolios' Administrator may
not exceed 0.05% of each 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 Funds and the Portfolios under administrative
services agreements. These administrative services include providing general
office facilities, supervising the overall administration of the Funds and the
Portfolios, and providing persons satisfactory to the Boards of Trustees to
serve as Trustees and officers of the Funds and Portfolios. 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 each Fund and 0.05% of the
average daily net assets of each 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.

<PAGE>
LFBDS has agreed to pay certain expenses of the Funds. SFG has agreed to pay
certain expenses of the Portfolios. 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 Funds and Portfolios
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 Funds have 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 each Fund
at an annual rate of 0.25% 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.

Some Shareholder Servicing Agents may impose certain conditions on their
customers in addition to or different from those imposed by the Funds, 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 a 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 Funds.
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 each Fund's and each 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 Funds.

DISTRIBUTION ARRANGEMENTS: LFBDS is the distributor of shares of each 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 Funds 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
Funds are sold through Signature Broker-Dealer Services, Inc., as dealer.

The Funds maintain separate plans of distribution pertaining to Class A
shares and Class B shares (collectively "Plans"). The Class A Plans provide
that the Funds 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 Plans also permit the Funds 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 International Equity Fund did not pay anything
under this provision during 1994 and the Funds do not anticipate doing so
during the current fiscal year.

The Class B Plans provide that the Funds 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 of each Fund 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 each
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

<PAGE>
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 Plans to offset
the commissions it pays to brokers and other institutions for selling the
Funds' Class B shares. The Funds 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 Funds 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 any 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. Each 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 Plans for each Fund, the Trustees will review each Plan and LFBDS's
expenses for each class separately.

Each class of shares of each 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.

Each 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 a
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 a Fund have been held.

Fund distributions will reduce the distributing Fund's net asset value per
share. Shareholders who buy shares just before a 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.

Each 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
Funds expect that shareholders normally may be able to claim an offsetting tax
credit or itemized deduction for non-U.S. taxes paid by the Funds.

Early each year, each 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.

<PAGE>
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 a Fund's
shares when redeemed may be more or less than their original cost.

Each 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.

Each Fund may provide annualized "yield" and "effective yield" quotations.
The "yield" of a 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.

Each 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 Funds.

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

ORGANIZATION: Each Fund is a series of Landmark International Funds, a
Massachusetts business trust which was organized on August 7, 1990 and which
was known as Landmark International Equity Fund until its name was changed
effective May 5, 1995. Landmark International Funds is an open-end management
investment company registered under the 1940 Act.

Each 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.

Each 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 a Fund and other entities investing in a
Portfolio are each liable for all obligations of that Portfolio. It is not
expected that the liabilities of a Portfolio would ever exceed its assets.

VOTING AND OTHER RIGHTS: Landmark International Funds (the "Trust") 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 Trust gives the
shareholder one vote in Trustee elections and other matters submitted to

<PAGE>
shareholders for vote. All shares of each series of the Trust 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 any 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.

Each Fund's activities are supervised by its Board of Trustees. As a
Massachusetts business trust, the Trust is not required to hold annual
shareholder meetings. Shareholder approval will usually be sought only for
changes in a Fund's or 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 each Fund is
entitled to participate equally in dividends and other distributions and the
proceeds of any liquidation of that 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 Funds' 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 a 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 each 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 a Fund's
Advisory Agreement, Administrative Services Agreement, Distribution Agreement
and Shareholder Servicing Agreements). LFBDS receives a fee from each 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% for Class A
shares and 2.50% for Class B shares of the International Equity Fund and 1.85%
for Class A shares and 2.60% for Class B shares of the Emerging Asian Markets
Equity Fund. For the fiscal year ended December 31, 1994, LFBDS paid expenses
of the International Equity Fund in the amount of $227,842, and the
International Equity Fund paid LFBDS under this agreement the amount of
$33,226. The expenses of the International Equity Fund were 1.75% of the
Fund's average daily net assets.

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

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

The Statement of Additional Information dated the date hereof contains
more detailed information about the Funds and the Portfolios, including
information related to (i) investment policies and restrictions, (ii) the
Trustees, officers, Adviser and Administrators, (iii) securities transactions,
(iv) the Funds' 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 Funds or their distributor. This
Prospectus does not constitute an offering by the Funds or their distributor
in any jurisdiction in which such offering may not lawfully be made.

<PAGE>
APPENDIX A
PERMITTED INVESTMENTS AND INVESTMENT PRACTICES
- ------------------------------------------------------------------------------

REPURCHASE AGREEMENTS. Each 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. Each 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 a 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, each 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 a 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. Each 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 International Equity Fund
may invest up to 10% of its net assets and the Emerging Asian Markets Equity
Fund may invest up to 15% 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 a Fund to sell them promptly at an acceptable price.

"WHEN-ISSUED" SECURITIES. In order to ensure the availability of suitable
securities, each 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

<PAGE>
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 each 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, a Fund sells a borrowed
security and has a corresponding obligation to the lender to return the
identical security. Each 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." A 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 a
Fund's total assets would be involved in short sales "against the box."

DEPOSITARY RECEIPTS FOR SECURITIES OF NON-U.S. ISSUERS. 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 a Fund 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.

OTHER INVESTMENT COMPANIES. Subject to applicable statutory and regulatory
limitations, assets of each Fund may be invested in shares of other investment
companies. Each Fund may invest up to 5% of its assets in closed-end
investment companies which primarily hold securities of non-U.S. issuers.

APPENDIX B
CERTAIN INFORMATION ABOUT EMERGING ASIA COUNTRIES
- ------------------------------------------------------------------------------

Under normal circumstances, at least 65% of the assets of the Emerging
Asian Markets Equity Fund will be invested in securities of issuers located in
Emerging Asia Countries. "Emerging Asia Countries" include the Philippines,
Malaysia, Indonesia, Thailand, South Korea, Taiwan, the People's Republic of
China, India, Pakistan, Sri Lanka and Vietnam. Accordingly, investors in the
Fund should be aware of the special factors affecting investment in Emerging
Asia Countries.

POLITICAL, SOCIAL AND ECONOMIC FACTORS. Few of the Emerging Asia Countries
have western-style or fully democratic governments. Often, the governments are
authoritarian in nature and influenced by security forces. Disparities of
wealth, among other factors, have also led to social unrest in some of the
Emerging Asia Countries accompanied, in certain cases, by violence and labor
unrest. Ethnic, religious and racial disaffection, as evidenced in India and
Sri Lanka, have created social, economic and political problems. Nevertheless,
the region enjoys relative stability, while its rapid economic development and
other favorable conditions have helped ease these tensions. In some countries
new governments have been democratically elected and are functioning
effectively.

Several of the Emerging Asia Countries have or in the past have had
hostile relationships with neighboring nations or have experienced internal
insurgency. Thailand experienced border battles with Laos in 1988, and India
is engaged in

<PAGE>
border disputes with several of its neighbors, including the People's Republic
of China ("China") and Pakistan. An uneasy truce exists between North Korea
and South Korea. Unification of North Korea and South Korea could have a
detrimental effect on the economy of South Korea. China continues to claim
sovereignty over Taiwan. China assumes sovereignty over Hong Kong, currently a
British colony, in 1997. China has threatened that current and future
commercial contracts in Hong Kong will be invalidated unless certain proposals
for limited democracy are retracted.

Governments in certain of the Emerging Asia Countries participate to a
significant degree through ownership interests or regulation in their
respective economies. Action by these governments could have a significant
adverse effect on market prices of securities and payment of dividends.

The economies of most of the Emerging Asia Countries are heavily dependent
upon trade and require foreign investment for continued development. They are
accordingly affected by protective trade barriers and the economic conditions
of their trade and investment partners, principally the United States, Japan,
China and the European Economic Community. The enactment by the United States
or other principal trading partners of protectionist trade legislation,
reduction of foreign investment in the local economies and general declines in
the international securities markets could have a significant adverse effect
upon the securities markets of the Emerging Asia Countries. In addition, the
economies of some of the Emerging Asia Countries, Indonesia and Malaysia, for
example, are vulnerable to weakness in world prices for their commodity
exports, including crude oil. In the Emerging Asia Countries, there may be the
possibility of expropriations, confiscatory taxation, political, economic or
social instability or diplomatic developments which could adversely affect
assets of the Fund held in those countries.

INVESTMENT AND REPATRIATION RESTRICTIONS. Foreign investment in the
securities markets of several of the Emerging Asia Countries is restricted or
controlled in varying degrees. These restrictions may limit or preclude
investment in certain of the Emerging Asia Countries and may increase expenses
of the Fund. In addition, the repatriation of both investment income and
capital from several of the Emerging Asia Countries is subject to restrictions
such as the need for certain government consents.

In India, Indonesia, Korea, Malaysia, Singapore and Thailand, the Fund may
be limited by government regulation or a company's charter to a maximum
percentage of equity ownership in any one company. In the Philippines, the
Fund may only invest in "B" shares of Philippine issuers, which are reserved
for foreigners, and the market prices, liquidity and rights of which may vary
from shares owned by nationals. Similarly, in China, the Fund may only invest
in "B" shares of securities traded on the Shanghai Securities Exchange and The
Shenzhen Stock Exchange, currently the two officially recognized securities
exchanges in China. "B" shares traded on the Shanghai Securities Exchange must
be settled in U.S. dollars and those traded on The Shenzhen Stock Exchange
must be settled in Hong Kong dollars.

All foreign investors, including the Fund, currently are limited in their
ability to invest directly in securities of Taiwanese companies. However, the
government of Taiwan has authorized the organization of investment funds, that
may or may not be listed on any securities exchange, to permit indirect
foreign investment in Taiwanese securities. Prior to 1992, foreign investment
in South Korea was limited to a few investment funds that had been granted a
license from the government of South Korea. Since 1992, direct foreign
investment in individual stocks in South Korea has been officially permitted
within specified limits. Investment in investment funds may involve the
payment of management expenses and payment of substantial premiums above the
value of such companies' portfolio and is subject to limitations under the
1940 Act and market availability. The Fund does not intend to invest in such
funds unless, in the judgment of the Adviser, the potential benefits of such
investment justify the payment of any applicable premium and expenses.

OTHER FACTORS. Investments in securities of issuers in the Emerging Asia
Countries are subject to other factors, including those described under "Risk
Factors." Additional information with respect to the Emerging Asia Countries
is included in the 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 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 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

[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
National Tax Free Income Fund
New York Tax Free Income Fund
Balanced Fund
Equity Fund
International Equity Fund
Small Cap Equity Fund
Emerging Asian Markets Equity Fund

<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
Susan Jakuboski*
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)

PROSPECTUS
JUNE 19, 1995

INTL/P.1/95

Printed on Recycled Paper [Recycle logo]

[Logo] LANDMARK(SM) FUNDS
ADVISED BY CITIBANK, N.A.

LANDMARK
INTERNATIONAL
EQUITY FUND

LANDMARK
EMERGING
ASIAN MARKETS
EQUITY FUND

<PAGE>
Rule 497(c)
File Nos. 33-36556 and 811-6154

Statement of
Additional Information
June 19, 1995

LANDMARK INTERNATIONAL EQUITY FUND
LANDMARK EMERGING ASIAN MARKETS EQUITY FUND
(Members of the LandmarkSM Family of Funds) CLASS A AND B SHARES

Landmark International Equity Fund and Landmark Emerging Asian Markets
Equity Fund (the "Funds") are separate series of Landmark International Funds
(the "Trust"). The Trust was known as Landmark International Equity Fund until
its name was changed effective May 5, 1995. The address and telephone number
of the Trust are 6 St. James Avenue, Boston, Massachusetts 02116, (617)
423-1679. The Trust invests all of the investable assets of the Funds in,
respectively, the International Equity Portfolio and the Emerging Asian
Markets Equity Portfolio (the "Portfolios"), which are 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
1. The Funds 2
2. Investment Objectives, Policies and Restrictions 3
3. Performance Information 17
4. Determination of Net Asset Value; Valuation of
Securities; Additional Purchase and Redemption
Information 18
5. Management 21
6. Portfolio Transactions 31
7. Description of Shares, Voting Rights and Liabilities 33
8. Certain Additional Tax Matters 35
9. Independent Accountants and Financial Statements 38

This Statement of Additional Information sets forth information which may
be of interest to investors but which is not necessarily included in the
Funds' Prospectus, dated June 19, 1995 by which shares of the Funds are
offered. 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 Funds' 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 FUNDS

Landmark International Funds is an open-end management investment company
that was organized as a business trust under the laws of the Commonwealth of
Massachusetts on August 7, 1990. This Statement of Additional Information
describes shares of the Landmark International Equity Fund and Landmark
Emerging Asian Markets Equity Fund, which are separate diversified series of
the Trust. References in this Statement of Additional Information to the
"Prospectus" are to the Prospectus, dated June 19, 1995, of the Trust by which
shares of the Funds are offered.

The Trust seeks the investment objective of the Funds by investing all of
their investable assets in, respectively, the International Equity Portfolio
and the Emerging Asian Markets Equity Portfolio (the "Portfolios"). The
Portfolios are separate series of The Premium Portfolios (the "Portfolio
Trust") and are open-end, diversified management investment companies. Each
Portfolio has the same investment objective and policies as its corresponding
Fund.

Citibank, N.A. ("Citibank" or the "Adviser") is investment adviser to
each Portfolio. The Adviser manages the investments of the Portfolios from day
to day in accordance with each Portfolio's investment objectives and policies.
The selection of investments for the Portfolios 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 each Fund (the "Administrator"), and
Signature Financial Group (Cayman), Ltd. ("SFG"), either directly or through a
wholly-owned subsidiary, the administrator of each Portfolio (the "Portfolio
Administrator"), supervise the overall administration of each Fund and each
Portfolio, respectively. The Boards of Trustees of the Trust and the Portfolio
Trust provide broad supervision over the affairs of the Funds and the
Portfolios, respectively. Shares of the Funds are continuously sold by LFBDS,
the Funds' 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 Trust (collectively, "Shareholder Servicing Agents"). Shares of the
Funds 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 each Fund pursuant to a Distribution Plan adopted with
respect to each class of shares of the Funds 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 each Fund represented by Class
B shares

<PAGE>
pursuant to the Distribution Plan adopted with respect to Class B shares of
the Funds.

2. INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

INVESTMENT OBJECTIVES

The investment objective of the INTERNATIONAL EQUITY FUND and the
EMERGING ASIAN MARKETS EQUITY FUND is long-term capital growth. Dividend
income, if any is incidental to this investment objective.

The investment objective of each Fund may be changed without approval by
that 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 any Fund will achieve its investment objective.

INVESTMENT POLICIES

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

As a non-fundamental policy, at least 65% of the value of the
International Equity 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 International Equity 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 Emerging Asian Markets Equity Portfolio's policy is to invest mainly in
equity securities of issuers located in Asian countries with emerging markets
and developing economies. These countries include the Philippines, Malaysia,
Indonesia, Thailand,

<PAGE>
South Korea, Taiwan, the People's Republic of China, India, Pakistan, Sri
Lanka and Vietnam. These countries are called, collectively, the "Emerging
Asia Countries." Under normal circumstances, at least sixty-five percent of
the Portfolio's total assets is invested in equity securities of issuers in at
least three of the Emerging Asia Countries.

The Portfolio Trust has adopted the following policies with respect to
each 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 each 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 a Portfolio will be deemed to be without value for
the purpose of this restriction. The Portfolio Trust will not invest more than
5% of each Portfolio's assets in companies which, including their respective
predecessors, have a record of less than three years' continuous operation.

The Trust may withdraw the investment of any Fund from its corresponding
Portfolio at any time, if the Board of Trustees of the Trust 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 applicable Portfolio. The policies
described above and those described below are not fundamental and may be
changed without shareholder approval.

REPURCHASE AGREEMENTS

Each Portfolio may invest in repurchase agreements collateralized by
securities in which that Portfolio may otherwise invest. Repurchase agreements
are agreements by which a 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. A 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

<PAGE>
this collateral. All repurchase agreements entered into by the Portfolios are
fully collateralized, with such collateral being marked to market daily.

RULE 144A SECURITIES

The Portfolio Trust may purchase securities for each Portfolio that are
not registered ("restricted 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 each 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
restricted securities, unless the Trustees determine, based on the trading
markets for the specific restricted 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 restricted securities. The
Portfolio Trust's Trustees, however, retain oversight and are ultimately
responsible for the determinations.

SECURITIES OF NON-U.S. ISSUERS

Each Portfolio will invest 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 a
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

<PAGE>
trading practices, including those involving securities settlement where a
Portfolio's assets may be released prior to receipt of payments, may expose the
Portfolios 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.

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 Portfolios 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.

The Portfolios 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.

The International Equity Portfolio may, and the Emerging Asian Markets
Equity Portfolio will, 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,

<PAGE>
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.

CURRENCY EXCHANGE TRANSACTIONS

Because each 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 Portfolios 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. A 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
Portfolios may also enter into currency hedging transactions in an attempt to
protect the value of their assets as measured in U.S. dollars from unfavorable
changes in currency exchange rates and control regulations. (Although each
Portfolio's assets are valued daily in terms of U.S. dollars, the Portfolio
Trust does not intend to convert the Portfolios' holdings of non-U.S. currencies
into U.S. dollars on a daily basis.) The Portfolios do not currently intend to
speculate in currency exchange rates or forward contracts.

The Portfolios 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 a
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 a 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

<PAGE>
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, a 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 Portfolios do not enter into such forward contracts
or maintain a net exposure to such contracts where the consummation of the
contracts obligates a 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 a Portfolio
will be served.

The Portfolios generally would not enter into a forward contract with a
term greater than one year. At the maturity of a forward contract, a 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 a 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

<PAGE>
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 a
Portfolio's securities at the expiration of a forward contract. Accordingly,
it may be necessary for a 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.

Each Portfolio may also purchase put options on a non-U.S. currency in
order to protect against currency rate fluctuations. If a 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 a
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 a
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, a 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.

Each Portfolio may write options on non-U.S. currencies for hedging
purposes or otherwise to achieve its investment objective. For example, where
a 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, a 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

<PAGE>
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, a 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 a 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. A Portfolio may employ any of the above described non-U.S.
currency hedging techniques to protect the value of its assets invested in
ADRs.

Each Portfolio's dealings in non-U.S. currency contracts are limited to
the transactions described above. Of course, a 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 a 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.

Each 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 a Portfolio's
assets equal to the amount of the purchase be held aside or segregated to be
used to pay for the commitment, each Portfolio expects always to have

<PAGE>
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, a Portfolio sells a borrowed security and has a
corresponding obligation to the lender to return the identical security. Each
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 a 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 Portfolios do not engage in short sales against the box for
investment purposes. A 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 Portfolios endeavor 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 each Portfolio's total
assets would be involved in short sales against the box. The Adviser does not
currently intend to engage in such sales.

<PAGE>
LENDING OF SECURITIES

Consistent with applicable regulatory requirements and in order to
generate income, each 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. A 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, a 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 a Portfolio would
exceed 33 1/3% of the value of its net assets.

WHEN-ISSUED SECURITIES

Each Portfolio may purchase securities on a "when-issued" or on a
"forward delivery" basis. It is expected that, under normal circumstances, a
Portfolio would take delivery of such securities. When a 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 a 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 Portfolios do not intend to make such
purchases for speculative purposes and intend 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, a 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"

<PAGE>
securities, a 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

FUNDAMENTAL RESTRICTIONS

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

No Portfolio or Fund 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 respective net assets, including the amount borrowed
(and no Portfolio or Fund may purchase any securities at any time at which
borrowings exceed 5% of the total assets of the Portfolio or the Fund, taken
at market value). It is intended that a 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.

(2) Purchase any security or evidence of interest therein on margin,
except that each 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 each 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 that Fund (a "Qualifying
Portfolio") and except insofar as a Portfolio may technically be deemed an
underwriter under the Securities Act in selling a security.

<PAGE>
(4) Make loans to other persons except (a) through the lending of its
portfolio securities, but not in excess of 33 1/3%, of a Fund's or 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 foregoing shall not be deemed to preclude
any Fund or Portfolio from investing in futures contracts, and each Fund and
Portfolio reserves 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 a Fund's or 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 each Fund may invest all or substantially all of its
assets in a Qualifying Portfolio.

(7) With respect to 75% of the total assets of a Fund or 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, except that all the assets of each Fund may be invested in a Qualifying
Portfolio.

(8) Concentrate its investments in any particular industry, but a 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 International Equity Fund nor
the Portfolio Trust on behalf of the International Equity Portfolio will
knowingly invest in securities which are

<PAGE>
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 state and federal statutes and policies
no Fund or 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 Portfolio (taken at cost) (each Fund and Portfolio will not
purchase any securities for the Fund or Portfolio at any time at which
borrowings exceed 5% of the total assets of the Fund or Portfolio (taken at
market value)),

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

(iii) sell any security which a Fund or 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 each Fund may be invested in a Qualifying Portfolio,

(v) purchase securities issued by any registered investment company,
except that all of the assets of each 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 each Fund and 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 Portfolio (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 Portfolio(for purposes for this
clause (v) for the International Equity Fund and International Equity
Portfolio, 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),

<PAGE>
(vi) taken together with any investments described in clause (ix) below
(in the case of the Emerging Asian Markets Equity Fund and Emerging Asian
Markets Equity Portfolio), invest more than 15% (10% for the International
Equity Fund and International Equity Portfolio) of the net assets of a Fund or
Portfolio 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 each 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 Trust or the Portfolio Trust, or is an officer or director of the Adviser,
if after the purchase of the securities of such issuer by a Fund or 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 a Fund or Portfolio from entering into transactions involving
non-U.S. currencies as described in the Prospectus and this Statement of
Additional Information,

(ix) for the Emerging Asian Markets Equity Fund and Emerging Asian
Markets Equity Portfolio, taken together with any investments described in
clause (vi) above, invest in securities which are subject to legal or
contractual restrictions on resale (other than fixed time deposits, repurchase
agreements maturing in not more than seven days and securities which may be
resold pursuant to Rule 144A under the Securities Act if the Board of Trustees
of the Trust or the Portfolio Trust determines that a liquid market exists for
such securities) if, as a result thereof, more than 15% of the net assets of
the Fund or Portfolio (in each case taken at market value) would be so
invested (including 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, or

(x) 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 a Fund or 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).

<PAGE>
These policies are not fundamental and may be changed by a Fund without
the approval of its shareholders or a Portfolio without the approval of its
holders of beneficial interests 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 a Fund or Portfolio will not
be considered a violation of policy.

3. PERFORMANCE INFORMATION

A total rate of return quotation for a 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 a 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 International Equity 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.

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

Comparative performance information may be used from time to time in
advertising shares of each Fund, including data from Lipper Analytical
Services, Inc. and other industry sources and publications. From time to time
a 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 a 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 a Fund may refer to or discuss current or past
economic or financial conditions, developments and events. The Funds'
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 each Fund is
determined each day during which the New York Stock Exchange is open for
trading ("Business Day"). As of the date of this Statement of Additional
Information, the New York Stock 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 by dividing the
value of a Fund's net assets (i.e., the value of its assets less its
liabilities, including expenses payable or accrued) by the number of shares of
the Fund outstanding at the time the determination is made. A share's net
asset value is effective for orders received by a Shareholder Servicing Agent
prior to its calculation and received by the Distributor prior to the close of
the Business Day on which such net asset value is determined.

The value of each 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 its corresponding Fund is determined. The net asset
value of a Fund's

<PAGE>
investment in the Portfolio in which it invests 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 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 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 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 a Fund'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 Trust.

Interest income on long-term obligations held for a Fund 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.

<PAGE>
Subject to compliance with applicable regulations, the Trust and the
Portfolio Trust have each reserved the right to pay the redemption price of
shares of each Fund or beneficial interests in each 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 Trust or the Portfolio Trust may suspend the right of redemption or
postpone the date of payment for shares of each Fund or beneficial interests
in each Portfolio more than seven days during any period when (a) trading in
the markets the Fund or the 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 the 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 a 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 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 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 a 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

<PAGE>
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 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 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 Trust 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 Trust. 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.

<PAGE>
TRUSTEES OF THE TRUST

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 Trust 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.

<PAGE>
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 TRUST AND THE PORTFOLIO TRUST

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

JAMES B. CRAVER* -- Secretary and Treasurer of the Trust 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.

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

As of February 28, 1995, all Trustees and officers as a group owned less
than 1% of the International Equity 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. As of the date of this
Statement of Additional Information, there are no shareholders of the Emerging
Asian Markets Equity Fund.

The Trustees and officers of the Trust 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.

The Declaration of Trust of each of the Trust and the Portfolio Trust
provides that each of the Trust 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 Trust or the Portfolio Trust, as the case may be, unless, as
to liability to the Trust, 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 unless with respect to any other matter 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 Trust 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 Trust 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 each Portfolio pursuant to separate investment
advisory agreements (the "Advisory Agreements"). Subject to such policies as
the Board of Trustees

<PAGE>
of the Portfolio Trust may determine, the Adviser manages the securities of
each Portfolio and makes investment decisions for each Portfolio. The Adviser
furnishes at its own expense all services, facilities and personnel necessary
in connection with managing each Portfolio's investments and effecting
securities transactions for each Portfolio. The Advisory Agreement for the
International Equity Portfolio will continue in effect until May 31, 1996, and
the Advisory Agreement for the Emerging Asian Markets Equity Portfolio will
continue in effect until April 30, 1997, 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 applicable 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.

Each Advisory Agreement provides that the Adviser may render services to
others. Each 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 applicable 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. Each 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 applicable
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 Agreements. For 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
International Equity 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 for the International Equity Portfolio was
$218,950.

ADMINISTRATOR

Pursuant to administrative services agreements (the "Administrative
Services Agreements"), LFBDS and SFG provide the Trust and the Portfolio
Trust, respectively, with general office facilities and LFBDS and SFG
supervise the overall administration of the Trust or the Portfolio Trust,
including, among other responsibilities, the negotiation of contracts and fees
with, and the monitoring of performance and billings of, the Trust's or the

<PAGE>
Portfolio Trust's independent contractors and agents; the preparation and
filing of all documents required for compliance by the Trust or the Portfolio
Trust with applicable laws and regulations; and arranging for the maintenance
of books and records of the Trust or the Portfolio Trust. The Administrator
and the Portfolio Administrator provide persons satisfactory to the Board of
Trustees of the Trust or the Portfolio Trust to serve as Trustees and officers
of the Trust and the Portfolio Trust, respectively. Such Trustees and
officers, as well as certain other employees and Trustees of the Trust 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 fiscal years ended December 31, 1992, December 31,
1993 and December 31, 1994, the fees paid by the International Equity 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 International
Equity Portfolio to SFG under the Administrative Services Agreement with the
Portfolio Trust was $10,948.

The Administrative Services Agreement with the Trust 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 Trust, the Trust would change its name and the name of each Fund so as
to delete the word "Landmark" or the words "Landmark Funds." The
Administrative Services Agreement with the Trust 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 Trust continues in effect
with respect to each Fund if such continuance is specifically approved at
least annually by the Board of Trustees of the Trust or by a vote of a
majority of the outstanding voting securities of the Trust and, in either
case, by a majority of the Trustees who are not parties to the Administrative
Services Agreement or interested persons of any such party. The Administrative
Services Agreement with the Trust terminates automatically if it is assigned
and may be terminated without penalty by vote of a majority of the outstanding
voting securities of the Trust or by either party on not more than 60 days'
nor less than 30 days' written notice. The Administrative Services Agreement
with the Trust 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 Trust, except
for willful misfeasance, bad faith or gross negligence in the performance of
its or their duties or by reason of reckless

<PAGE>
disregard of its or their obligations and duties under the Trust's
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 Trust 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 Trust's and the Portfolio
Trust's organization, participation in the preparation of documents required
for compliance by the Trust and 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 Agreements with the Trust and the
Portfolio Trust. All such compensation is paid by LFBDS or SFG.

DISTRIBUTOR

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

<PAGE>
voting on such approval. Each Agreement will terminate in the event of its
assignment, as defined in the 1940 Act.

The Trust has adopted a Distribution Plan (the "Distribution Plan") in
accordance with Rule 12b-1 under the 1940 Act with respect to each class of
shares of the Funds constituting series of the Trust after concluding that
there is a reasonable likelihood that the Distribution Plans will benefit each
Fund and its shareholders. The Distribution Plan with respect to Class A
shares provides that each Fund shall pay a monthly 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 each Fund will pay the Distributor a
monthly distribution fee at an annual rate not to exceed 0.75% of the 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 Fund shares (exclusive of any advertising
expenses incurred by the Distributor in connection with the sale of Class A
shares of the International Equity 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 and other such distribution-related expenses.

The Emerging Asian Markets Equity Fund is also permitted to pay the
Distributor an additional monthly service fee with respect to the Class A
shares at an annual rate not to exceed 0.25% of the Fund's average daily net
assets represented by the Class A shares. Each Fund is permitted to pay the
Distributor an additional monthly 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
each 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
Trust's Trustees and a majority of the Trustees who are not "interested
persons" of the Trust 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 Trust 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

<PAGE>
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 a Fund at any time by a
vote of a majority of the Trust's Qualified Trustees or by a vote of a
majority of the outstanding voting securities of the Fund. The Distribution
Plans may not be amended to increase materially the amount of a Fund's
permitted expenses thereunder without the approval of a majority of the
outstanding securities 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
Trust in connection with the offering of shares of each Fund pursuant to the
Distribution Agreements. After the prospectuses and periodic reports of the
Funds 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 Funds 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 with
respect to the International Equity Fund 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 Trust 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 each
Fund and its shareholders. The Administrative Services Plan provides that the
Trust may obtain the services of an administrator, a transfer agent, a
custodian, a fund accountant and one or more Shareholder Servicing Agents, and
may enter into agreements providing for the payment of fees for such services.
Under the Trust's Administrative Services Plan, the total of the fees paid
from each Fund to the Trust'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. This limitation does not
include any amounts payable under the Distribution Plans. 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 Trust and who have no
direct or

<PAGE>
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
Trust 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 of the Trust or as to a Fund by a vote of a majority of the
outstanding voting securities of the Fund. The Administrative Services Plan
for a Fund may not be materially amended in any case without a vote of the
majority of both the Trustees and the Qualified Trustees.

The Trust 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 each Fund. The Trust, on behalf of each 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 Funds. 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 for the International Equity Fund 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, a custodian and a
fund accountant 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 each
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 Portfolios 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

<PAGE>
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, on behalf of each Portfolio, has entered into a
Custodian Agreement with IBT and a Fund Accounting Agreement with SFSI,
pursuant to which custodial and fund accounting services, respectively, are
provided for the Portfolios. 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 is the independent public accountant for the Trust,
providing audit services and assistance and consultation with respect to the
preparation of filings with the SEC. The address of Price Waterhouse 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 a Portfolio if it believes that
a transaction net of costs (including custodian charges) will help achieve the
Portfolio's investment objective. Changes in a 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 International Equity Portfolio is not expected to exceed
200% for the fiscal year ending December 31, 1995 and for each year
thereafter, 100%; the turnover rate for the Emerging Asian Markets Equity
Portfolio is not expected to exceed 150% annually. Specific decisions to
purchase or sell securities for a 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.

<PAGE>
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 Portfolios 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 a 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 Agreements, in connection with the selection of such
brokers or dealers and the placing of such orders, the Adviser is directed to
seek for each 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 each 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 a Portfolio as well as for one or more of the Adviser's other
clients. Investment decisions for the Portfolios 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

<PAGE>
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 a Portfolio. When purchases or sales of the same security for a
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.

7. DESCRIPTION OF SHARES, VOTING RIGHTS AND LIABILITIES

The Trust'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) of each series and to divide or combine the shares
of any series into a greater or lesser number of shares of that series without
thereby changing the proportionate beneficial interests in that series. The
Trust has reserved the right to create and issue additional series and classes
of shares. Presently, there are two series of the Trust. Each share of each
class of each Fund represents an equal proportionate interest in the Fund with
each other share of that class. Shares of each series participate equally in
the earnings, dividends and distribution of net assets of the particular
series upon liquidation or dissolution (except for any differences among
classes of shares in a series). Shares of each series are entitled to vote
separately to approve advisory agreements or changes in investment policy, but
shares of all series may vote together in the election or selection of
Trustees and accountants for the Trust. In matters affecting only a particular
series or class, only shares of that particular series or class are 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 Trust do not have
cumulative voting rights, and shareholders owning more than 50% of the
outstanding shares of the Trust may elect all of the Trustees of the Trust if
they choose to do so and in such event the other shareholders in the Trust
would not be able to elect any Trustee. The Trust is not required to hold, and
has no present intention of holding, annual meetings of shareholders but the
Trust 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 Trust's Declaration of Trust without the
affirmative vote of the holders of a majority of the

<PAGE>
outstanding shares of each series affected by the amendment. (See "Investment
Objectives, Policies and Restrictions--Investment Restrictions.") The Trust's
Declaration of Trust provides that, at any meeting of shareholders of the
Trust or of any series of the Trust, a Shareholder Servicing Agent may vote
any shares as to which such Shareholder Servicing Agent is the agent of record
and that are otherwise not represented in person or by proxy at the meeting,
proportionately in accordance with the votes cast by holders of all shares
otherwise represented at the meeting in person or by proxy as to which such
Shareholder Servicing Agent is the agent of record. Any shares so voted by a
Shareholder Servicing Agent are deemed represented at the meeting for purposes
of quorum requirements. 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 Trust may enter into a merger or consolidation, or sell all or
substantially all of its assets (or all or substantially all of the assets
belonging to any series of the Trust), if approved by a vote of the holders of
two-thirds of the Trust's outstanding shares, voting as a single class, or of
the affected series of the Trust, as the case may be, except that if the
Trustees of the Trust recommend such sale of assets, merger or consolidation,
the approval by vote of the holders of a majority of the Trust's outstanding
shares would be sufficient. The Trust or any series of the Trust, as the case
may be, may be terminated (i) by a vote of a majority of the outstanding
voting securities of the Trust or the affected series or (ii) by the Trustees
by written notice to the shareholders of the Trust or the affected series. If
not so terminated, the Trust will continue indefinitely.

Share certificates will not be issued.

The Trust 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 of the
Trust contains an express disclaimer of shareholder liability for acts or
obligations of the Trust and provides for indemnification and reimbursement of
expenses out of Trust property for any shareholder held personally liable for
the obligations of the Trust. The Declaration of Trust of the Trust also
provides that the Trust may maintain appropriate insurance (e.g., fidelity
bonding, and errors and omissions insurance) for the protection of the Trust,
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 Trust itself was unable to
meet its obligations.

<PAGE>
The Trust's Declaration of Trust further provides that obligations of the
Trust are not binding upon the Trustees individually but only upon the
property of the Trust and that the Trustees will not be liable for any action
or failure to act, but nothing in the Declaration of Trust of the Trust
protects a Trustee against any liability to which he 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 office.

Each 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 that investors in a Portfolio (e.g., other investment companies
(including the applicable Fund), insurance company separate accounts and
common and commingled trust funds) are each liable for all obligations of the
Portfolio. However, the risk of a 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.
Accordingly, the Trustees of the Trust believe that neither a Fund nor its
shareholders will be adversely affected by reason of a Fund's investing in a
Portfolio.

Each investor in a Portfolio, including a 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 a 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

Each 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

<PAGE>
requirements as to the nature of the Fund's gross income, the amount of Fund
distributions, and the composition and holding peroid 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 a Fund, although
non-U.S. source income earned by the Fund may be subject to non-U.S.
withholding taxes. If a 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. Each 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 each 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 that 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 a 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 a 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 by 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.

Each 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.

<PAGE>
For example, certain positions held by a 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 a
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. Each 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 Portfolios. Use of non-U.S. currencies for non-hedging purposes may be
limited in order to avoid a tax on the Portfolios. Investment by a Portfolio
in certain "passive foreign investment companies" may also be limited in order
to avoid a tax on the Portfolio. Investment income received by a 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 Portfolios to a reduced rate of tax or an
exemption from tax on such income. Each Portfolio intends to qualify for
treaty reduced rates where available. It is not possible, however, to
determine each Portfolio's effective rate of non-U.S. tax in advance since the
amount of the Portfolios' assets to be invested within various countries is
not known.

If a 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 a 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 a 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 each Fund believes that it will be treated as owning a
pro rata share of the assets of its corresponding Portfolio and as having paid
a pro rata share of the foreign taxes paid by the Portfolio.

<PAGE>
9. INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS

Price Waterhouse LLP are the independent certified public accountants for
the Funds, 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 International Equity 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 International Equity Fund and Deloitte & Touche LLP with respect
to the accounting and audit services provided by such firm.

The audited financial statements of the International Equity 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 International Equity 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 International Equity 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 International Equity 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
LANDMARK EMERGING ASIAN MARKETS 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
Susan Jakuboski*
Molly S. Mugler*
*Affiliated Person of Administrator and Distributor
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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
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SHAREHOLDER SERVICING AGENTS
(See Inside of Cover)