LANDMARK INTERNATIONAL EQUITY FUND, 485BPOS, 1995-06-20

LANDMARK INTERNATIONAL EQUITY FUND
485BPOS, 1995-06-20

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<PAGE>
As filed with the Securities and Exchange Commission on June 20, 1995

File Nos. 33-36556
811-6154

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

FORM N-1A

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 11
AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 13

LANDMARK INTERNATIONAL FUNDS*
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

6 ST. JAMES AVENUE, BOSTON, MASSACHUSETTS 02116
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
617-423-1679

PHILIP W. COOLIDGE, 6 ST. JAMES AVENUE, BOSTON,
MASSACHUSETTS 02116
(NAME AND ADDRESS OF AGENT FOR SERVICE)
COPY TO:
ROGER P. JOSEPH, BINGHAM, DANA & GOULD, 150 FEDERAL STREET,
BOSTON, MASSACHUSETTS 02110

It is proposed that this filing will become effective on June 20, 1995
pursuant to paragraph (b) of Rule 485. The Premium Portfolios has also executed
this Registration Statement. Pursuant to Rule 24f-2, Registrant has registered
an indefinite number of its Shares of Beneficial Interest (par value $0.00001
per share) under the Securities Act of 1933 and filed a Rule 24f-2 Notice on
February 27, 1995 for Registrant's fiscal year ended December 31, 1994.

- -------------------------------------------------------------------------------
*Formerly Landmark International Equity Fund

<PAGE>

LANDMARK INTERNATIONAL FUNDS

REGISTRATION STATEMENT ON FORM N-1A

CROSS REFERENCE SHEET

N-1A
ITEM N-1A ITEM LOCATION
NO.
PROSPECTUS
PART A

Item 1. Cover Page...................... Cover Page
Item 2. Synopsis........................ Expense Summary
Item 3. Condensed Financial Information. Not Applicable
Item 4. General Description of Registrant Investment Information;
General Information; Appendix
Item 5. Management of the Fund.......... Management; Expenses
Item 5A. Management's Discussion of Fund Not Applicable
Performance.....................
Item 6. Capital Stock and Other Securities General Information;
Classes of Shares;
Voting and Other Rights;
Purchases; Exchanges;
Redemptions; Dividends
and Distributions; Tax Matters
Item 7. Purchase of Securities Being Purchases; Exchanges;
Offered......................... Redemptions
Item 8. Redemption or Repurchase........ Purchases; Exchanges;
Redemptions
Item 9. Pending Legal Proceedings....... Not Applicable

STATEMENT OF
ADDITIONAL
PART B INFORMATION

Item 10. Cover Page...................... Cover Page
Item 11. Table of Contents............... Cover Page
Item 12. General Information and History. The Fund
Item 13. Investment Objectives and Policies Investment Objective,
Policies and Restrictions
Item 14. Management of the Fund.......... Management
Item 15. Control Persons and Principal Management
Holders of Securities...........
Item 16. Investment Advisory and Other Management
Services........................
Item 17. Brokerage Allocation and Other Portfolio Transactions
Practices.......................
Item 18. Capital Stock and Other Securities Description of Shares,
Voting Rights and
Liabilities

<PAGE>

Item 19. Purchase, Redemption and Pricing
of Securities Description of Shares,
Being Offered................... Voting Rights and
Liabilities;
Determination of Net
Asset Value; Valuation
of Securities;
Additional Purchase and
Redemption Information
Item 20. Tax Status...................... Certain Additional Tax Matters
Item 21. Underwriters.................... Management
Item 22. Calculation of Performance Data. Performance Information
Item 23. Financial Statements............ Not Applicable

PART C Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration
Statement.

<PAGE>

PROSPECTUS
JUNE 20, 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.
- ------------------------------------------------------------------------------
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.
- ------------------------------------------------------------------------------

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 20, 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
- --------------------------------------------------------------------------
4 Expense Summary
- --------------------------------------------------------------------------
6 Condensed Financial Information
- --------------------------------------------------------------------------
7 Investment Information
- --------------------------------------------------------------------------
8 Risk Considerations
- --------------------------------------------------------------------------
11 Valuation of Shares
Classes of Shares
- --------------------------------------------------------------------------
13 Purchases
- --------------------------------------------------------------------------
16 Exchanges
- --------------------------------------------------------------------------
17 Redemptions
- --------------------------------------------------------------------------
18 Dividends and Distributions
Management
- --------------------------------------------------------------------------
21 Tax Matters
- --------------------------------------------------------------------------
22 Performance Information
General Information
- --------------------------------------------------------------------------
23 Appendix A -- Permitted Investments and Investment Practices
- --------------------------------------------------------------------------

<PAGE>
25 Appendix B -- Certain Information about Emerging Asia Countries
- --------------------------------------------------------------------------

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

- ------------------------------------------------------------------------------
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 nvests 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, akistan, 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
- ------------------------------------------------------------------------------

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.*

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

CLASS A CLASS B CLASS A CLASS B
- ------------------------------------------------------------------------------
<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
- ------------------------------------------------------------------------------
<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>
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
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value,
beginning of
period ........... $ 12.93 $ 9.96 $ 10.13 $ 12.93
--------- --------- --------- -----------
Income from
Operation:
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%*
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%+
</TABLE>

<PAGE>
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:

<TABLE>
<S> <C> <C> <C> <C>
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
- ------------------------------------------------------------------------------

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.

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 Distribution fee of Initial Sales charge
charge of 4.75% of the 0.10% waived or reduced
public offering price for contingent
deferred sales
charge may apply in
certain instances
where the initial
CLASS B Maximum contingent Distribution fee of sales charge is
deferred sales charge 0.75%, Service fee waived Shares
of 5.00% of the of 0.10% convert to Class A
lesser of redemption shares approximately
proceeds or original eight years after
purchase price; issuance
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.

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 PUURCHASE AT THE OFFERING AMOUNT PERCENTAGE OF THE
PUBLIC OFFERING PRICE PRICE INVESTED PUBLIC OFFERING PRICE
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $25,000 .............. 4.75% 4.99% 4.23%
$25,000 to less than $50,000.... 4.50% 4.71% 4.01%
$50,000 to less than $100,000... 4.00% 4.17% 3.56%
$100,000 to less than $250,000.. 3.50% 3.63% 3.12%
$250,000 to less than $500,000.. 2.50% 2.56% 2.23%
$500,000 to less than $1,000,000 2.00% 2.04% 1.78%
$1,000,000 or more ............. none<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,

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

<PAGE>
(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

<PAGE>
primarily in non-U.S. securities.

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.
LFBDS has agreed to pay certain expenses of the Funds. SFG has agreed to pay
certain expenses of the Portfolios. See "General Information -- Expenses."

<PAGE>
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.

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

Fund performance may be quoted in advertising, shareholder reports and
other

<PAGE>
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 20, 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>
Statement of
Additional Information
June 20, 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 20, 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 20, 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
PERIOD RATE OF Return AT THE END OF PERIOD
<S> <C> <C>
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
</TABLE>

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.

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

<PAGE>

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.

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).

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.

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

<PAGE>

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 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

<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
- ----------------------------------------------------------------------------
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)

<PAGE>

PART C

Item 24. Financial Statements and Exhibits.

(a) Financial Statements Included in Part A:
International Equity Fund
Condensed Financial Information - Financial Highlights (for the period
from the commencement of operations (March 1, 1991) to December 31,
1991 and for each of the years in the three-year period ended
December 31, 1994)

Financial Statements Included in Part B:
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 the years ended
December 31, 1994 and 1993*
Financial Highlights for the years ended December 31, 1994, 1993, and
1992 and for the period from March 1, 1991 (commencement of
operations) to December 31, 1991*
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 from May 1, 1994
(commencement of operations) to December 31, 1994* Statement of
Changes in Net Assets for the period from May 1, 1994
(commencement of operations) to December 31, 1994*
Financial Highlights for the period from May 1, 1994
(commencement of operations) to December 31, 1994*

- ------------------
*Incorporated by reference to International Equity Fund's Annual Report to
Shareholders for the fiscal year ended December 31, 1994, filed with the
Securities and Exchange Commission on March 8, 1995.

(b) Exhibits

* 1(a) Declaration of Trust of Registrant
****** 1(b) Amendment to Declaration of Trust of Registrant
or
*******
* 2(a) Amended and Restated By-Laws of Registrant
***** 2(b) Amendment to Amended and Restated By-Laws of Registrant
***** 5(a) Form of Investment Advisory Agreement between The Premium
Portfolios, on behalf of International Equity Portfolio,
and Citibank, N.A., as adviser
******* 5(b) Form of Investment Advisory Agreement between The Premium
Portfolios, on behalf of Emerging Asian Markets Equity
Portfolio, and Citibank, N.A., as adviser

<PAGE>

***** 6(a) Form of Amended and Restated Distribution Agreement
between the Registrant and The Landmark Funds
Broker-Dealer Services, Inc. ("LFBDS"), as
distributor, with respect to Class A Shares
***** 6(b) Form of Distribution Agreement between the
Registrant and LFBDS, as distributor, with respect
to Class B Shares
***** or 8 Form of Custodian Agreement between the Registrant
******* and Investors Bank & Trust Company, as custodian
***** 9(a) Form of Administrative Services Plan of the Registrant
*** 9(b) Administrative Services Agreement between the
Registrant and LFBDS, as administrator
* 9(c) Sub-Administrative Services Agreement between
Citibank, N.A. and LFBDS
***** 9(d)(i) Form of Shareholder Servicing Agreement between the
Registrant and Citibank, N.A., as shareholder
servicing agent
***** 9(d)(ii) Form of Shareholder Servicing Agreement between the
Registrant and a federal savings bank, as shareholder
servicing agent
***** 9(d)(iii) Form of Shareholder Servicing Agreement between the
Registrant and LFBDS, as shareholder servicing agent
* 9(e) Transfer Agency and Servicing Agreement between the
Registrant and State Street Bank and Trust Company, as
transfer agent
* 9(f)(i) Expense Reimbursement Agreement between the Registrant,
on behalf of the Fund, and LFBDS, as administrator
****** 9(f)(ii) Form of Amended Expense Reimbursement Agreement
between the Registrant, on behalf of each Fund, and LFBDS,
as administrator
***** 9(g) Form of Amended and Restated Exchange Privilege
Agreement between each of the trusts in the Landmark
Family of Funds, including the Registrant, and LFBDS,
as distributor 11(a) Consent of Price Waterhouse LLP,
independent auditors of International Equity Fund 11(b)
Consent of Price Waterhouse, independent auditors of
International Equity Portfolio 11(c) Consent of
Deloitte & Touche LLP, independent auditors of
International Equity Fund for periods prior to the
fiscal year ended December 31, 1994
***** 15(a) Form of Distribution Plan of the Registrant with
respect to Class A Shares of each Fund
***** 15(b) Form of Distribution Plan of the Registrant with
respect to Class B Shares of each Fund
********18 Form of Multiple Class Plan of the Registrant adopted
pursuant to Rule 18f-3

<PAGE>

*, ** or 25(a) Powers of Attorney for the Registrant
***
*** or 25(b) Powers of Attorney for The Premium Portfolios
*****
- ---------------------

* Incorporated herein by reference to Post-Effective Amendment No. 2 to
the Registrant's Registration Statement on Form N-1A (File No. 33-
36556) as filed with the Securities and Exchange Commission on March
22, 1992.
** Incorporated herein by reference to Post-Effective Amendment No. 3 to
the Registrant's Registration Statement on Form N-1A (File No. 33-
36556) as filed with the Securities and Exchange Commission on April
12, 1993.
*** Incorporated by reference to Post-Effective Amendment No. 4 to the
Registrant's Registration Statement on Form N-1A (File 33-36556) as
filed with the Securities and Exchange Commission on December 31,
1993.
**** Incorporated by reference to Post-Effective Amendment No. 5 to the
Registrant's Registration Statement on Form N-1A (File 33-36556) as
filed with the Securities and Exchange Commission on February 28,
1994.
***** Incorporated by reference to Post-Effective Amendment No. 6 to the
Registrant's Registration Statement on Form N-1A (File 33-36556) as
filed with the Securities and Exchange Commission on October 26,
1994.
****** Incorporated by reference to Post-Effective Amendment No. 8 to the
Registrant's Registration Statement on Form N-1A (File 33-36556) as
filed with the Securities and Exchange Commission on March 3, 1995.
******* Incorporated by reference to Post-Effective Amendment No. 9 to the
Registrant's Registration Statement on Form N-1A (File 33-36556) as
filed with the Securities and Exchange Commission on April 7, 1995.
******** Incorporated by reference to Post-Effective Amendment No. 10 to the
Registrant's Registration Statement on Form N-1A (File 33-36556) as
filed with the Securities and Exchange Commission on May 15, 1995.

Item 25. Persons Controlled by or under Common Control with Registrant.

Not applicable.

Item 26. Number of Holders of Securities.

Title of Class Number of Record Holders

International Equity Fund: As of April 30, 1995
Shares of Beneficial Interest
(par value $0.00001 per share)

Class A 7
Class B 0

<PAGE>

Emerging Asian Markets Equity Fund: As of April 30, 1995
Shares of Beneficial Interest
(par value $0.00001 per share)

Class A 0
Class B 0

Item 27. Indemnification.

Reference is hereby made to (a) Article V of the Registrant's Declaration
of Trust, filed as an Exhibit to Post-Effective Amendment No. 2 to its
Registration Statement on Form N-1A; (b) Section 4 of the Distribution Agreement
between the Registrant and LFBDS, filed as an Exhibit to Post- Effective
Amendment No. 6; and (c) the undertaking of the Registrant regarding
indemnification set forth in its Registration Statement on Form N-1A.

The Trustees and officers of the Registrant and the personnel of the
Registrant's administrator are insured under an errors and omissions liability
insurance policy. The Registrant and its officers are also insured under the
fidelity bond required by Rule 17g-1 under the Investment Company Act of 1940.

Item 28. Business and Other Connections of Investment Adviser.

Citibank, N.A.("Citibank") is a commercial bank offering a wide range of
banking and investment services to customers across the United States and around
the world. Citibank is a wholly-owned subsidiary of Citicorp, a registered bank
holding company. Citibank also serves as investment adviser to the following
registered investment companies (or series thereof): The Premium Portfolios
(Equity Portfolio, Balanced Portfolio, Government Income Portfolio and Small Cap
Equity Portfolio), Tax Free Reserves Portfolio, U.S. Treasury Reserves
Portfolio, Cash Reserves Portfolio, Landmark Multi-State Tax Free Funds
(Landmark New York Tax Free Reserves, Landmark Connecticut Tax Free Reserves and
Landmark California Tax Free Reserves), Landmark Fixed Income Funds (Landmark
Intermediate Income Fund), Landmark Tax Free Income Funds (Landmark National Tax
Free Income Fund and Landmark New York Tax Free Income Fund) and Landmark VIP
Funds (Landmark VIP U.S. Government Portfolio, Landmark VIP Balanced Portfolio,
Landmark VIP Equity Portfolio and Landmark VIP International Equity Portfolio).
As of December 31, 1994, Citibank and its affiliates managed assets in excess of
$73 billion worldwide. The principal place of business of Citibank is located at
399 Park Avenue, New York, New York 10043.

The Chairman of the Board and a Director of Citibank is John S. Reed. The
following are Vice Chairmen of the Board and Directors of Citibank: Paul J.
Collins, Pei-yuan Chia, William R. Rhodes and H. Onno Ruding. Christopher J.
Steffen is a Senior Executive Vice-President of Citicorp and Director of
Citibank. Other Directors of Citibank are D. Wayne Calloway, Chairman and
Chief Executive Officer, PepsiCo, Inc., Purchase, New York; Colby H. Chandler,
Former Chairman and Chief Executive Officer, Eastman Kodak Company; Kenneth T.
Derr, Chairman and Chief Executive Officer, Chevron Corporation; H.J. Haynes,
Senior Counselor, Bechtel Group, Inc., San Francisco, California; Rozanne L.

<PAGE>

Ridgway, President, The Atlantic Council of the United
States; Robert B. Shapiro, President and Chief Operating Officer, Monsanto
Company; Frank A. Shrontz, Chairman and Chief Executive Officer, The Boeing
Company, Seattle, Washington; Mario Henrique Simonsen, Vice Chairman, Brazilian
Institute of Economics, The Getulio Vargas Foundation; Roger B. Smith, Former
Chairman and Chief Executive Officer, General Motors Corporation; Franklin A.
Thomas, President, The Ford Foundation, New York, New York; and Edgar S.
Woolard, Jr., Chairman and Chief Executive Officer, E.I. du Pont de Nemours &
Company.

Each of the individuals named above is also a Director of Citicorp. In
addition, the following persons have the affiliations indicated:

D. Wayne Calloway Director, Exxon Corporation
Director, General Electric Company
Director, Pepsico, Inc.

Colby H. Chandler Director, Digital Equipment Corporation
Director, Ford Motor Company
Director, J.C. Penney Company, Inc.

Pei-yuan Chia none

Paul J. Collins Director, Kimberly-Clark Corporation

Kenneth T. Derr Director, Chevron Corporation
Director, Potlatch Corporation

H.J. Haynes Director, Bechtel Group, Inc.
Director, Boeing Company
Director, Fremont Group, Inc.
Director, Hewlett-Packard Company
Director, Paccar Inc.
Director, Saudi Arabian Oil Company

John S. Reed Director, Monsanto Company
Director, Philip Morris Companies
Incorporated
Stockholder, Tampa Tank & Welding, Inc.

William R. Rhodes Director, Private Export Funding
Corporation

Rozanne L. Ridgway Director, 3M
Director, Bell Atlantic Corporation
Director, Boeing Company
Director, Emerson Electric Company
Member-International Advisory Board,
New Perspective Fund, Inc.
Director, RJR Nabisco, Inc.
Director, Sara Lee Corporation
Director, Union Carbide Corporation

<PAGE>

H. Onno Ruding Member, Board of Supervisory Directors,
Amsterdam Trustee's Kantoor
Advisor, Intercena (C&A) (Netherlands)
Member, Board of Supervisory Directors,
Pechiney Nederland N.V.
Member, Board of Advisers, Robeco N.V.
Advisory Director, Unilever N.V.
Advisory Director, Unilever PLC

Robert B. Shapiro Director, G.D. Searle & Co.
Director, Liposome Technology, Inc.
Director, Monsanto Company
Director, The Nutrasweet Company

Frank A. Shrontz Director, 3M
Director, Baseball of Seattle, Inc.
Director, Boeing Company
Director, Boise Cascade Corp.

Mario Henrique Simonsen Director, Companhia Bozano Simonsen
Comercioe E Industria
Director, Companhia Monteia & Aranha
President, Simposium Consultoria E
Servicos Tecnicos LTDA

Roger B. Smith Director, International Paper Company
Director, Johnson & Johnson
Director, Pepsico, Inc.
Director, Rubatex Corporation

Christopher J. Steffen none

Franklin A. Thomas Director, Aluminum Company of America
Director, American Telephone & Telegraph,
Co.
Director, CBS, Inc.
Director, Cummins Engine Company, Inc.
Director, Pepsico, Inc.

Edgar S. Woolard, Jr. Director, E.I. DuPont De Nemours &
Company
Director, International Business Machines
Corp.
Director, Seagram Company, Ltd.

<PAGE>

Item 29. Principal Underwriters.

(a) The Landmark Funds Broker-Dealer Services, Inc. ("LFBDS"), the
Registrant's Distributor, is also the distributor for Landmark U.S. Treasury
Reserves, Landmark Cash Reserves, Premium U.S. Treasury Reserves, Premium Liquid
Reserves, Landmark Institutional U.S. Treasury Reserves, Landmark Institutional
Liquid Reserves, Landmark Tax Free Reserves, Landmark New York Tax Free
Reserves, Landmark California Tax Free Reserves, Landmark Connecticut Tax Free
Reserves, Landmark U.S. Government Income Fund, Landmark Intermediate Income
Fund, Landmark Balanced Fund, Landmark Equity Fund, Landmark Small Cap Equity
Fund, Landmark National Tax Free Income Fund, Landmark New York Tax Free Income
Fund, and Landmark VIP Funds (Landmark VIP U.S. Government Portfolio, Landmark
VIP Balanced Portfolio, Landmark VIP Equity Portfolio and Landmark VIP
International Equity Portfolio). LFBDS is also the placement agent for Balanced
Portfolio, Equity Portfolio, Small Cap Equity Portfolio, Government Income
Portfolio, Cash Reserves Portfolio, U.S. Treasury Reserves Portfolio and Tax
Free Reserves Portfolio.

(b) The information required by this Item 29 with respect to each director
and officer of LFBDS is incorporated by reference to Schedule A of Form BD filed
by LFBDS pursuant to the Securities and Exchange Act of 1934 (File No.
8-32417).

Item 30. Location of Accounts and Records.

The accounts and records of the Registrant are located, in whole or in
part, at the office of the Registrant and the following locations:

Name Address

The Landmark Funds Broker-Dealer 6 St. James Avenue
Services, Inc. Boston, MA 02116
(administrator and distributor)

State Street Bank and Trust Company 1776 Heritage Drive
(transfer agent) North Quincy, MA 02171

Investors Bank & Trust Company One Lincoln Plaza
(custodian) Boston, MA 02111

Citibank, N.A. 153 East 53rd Street
(investment adviser) New York, NY 10043

Shareholder Servicing Agents

Citibank, N.A. 450 West 33rd Street
New York, NY 10001

Citibank, N.A. -- Citigold 666 5th Avenue
New York, NY 10043

Citibank, N.A. -- The Citibank 153 East 53rd Street
Private Bank New York, NY 10022

Citibank, N.A. -- Citibank Global 153 East 53rd Street
Asset Management New York, NY 10043

Citibank, N.A. -- North American 111 Wall Street
Investor Services New York, NY 10043

Citicorp Investment Services One Court Square
Long Island City, NY 11120

Item 31. Management Services.

Not applicable.

Item 32. Undertakings.

The Registrant hereby undertakes to comply with Section 16(c) of the
Investment Company Act of 1940. The Registrant undertakes to furnish to each
person to whom a prospectus of the Landmark International Equity Fund is
delivered with a copy of its latest Annual Report to Shareholders, upon request
without charge.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all requirements
for effectiveness of this post-Effective Amendment to this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston and Commonwealth
of Massachusetts on the 16th day of June, 1995.

LANDMARK INTERNATIONAL FUNDS
(Formerly, Landmark International Equity Fund)

By: /s/Philip W. Coolidge
Philip W. Coolidge
President

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to this Registration Statement has been signed below by
the following persons in the capacities indicated below on June 16, 1995.

Signature Title

/s/Philip W. Coolidge President, Principal Executive
Philip W. Coolidge Officer and Trustee

James B. Craver* Secretary, Treasurer,
James B. Craver Principal Financial Officer and
Principal Accounting Officer

H.B. Alvord* Trustee
H.B. Alvord

Riley C. Gilley* Trustee
Riley C. Gilley

Diana R. Harrington* Trustee
Diana R. Harrington

Susan B. Kerley* Trustee
Susan B. Kerley

C. Oscar Morong, Jr.* Trustee
C. Oscar Morong, Jr.

Donald B. Otis* Trustee
Donald B. Otis

E. Kirby Warren* Trustee
E. Kirby Warren

William S. Woods, Jr.* Trustee
William S. Woods, Jr.

*By: /s/ Philip W. Coolidge
Philip W. Coolidge
Executed by Philip W. Coolidge on behalf of
those indicated pursuant to Powers of
Attorney previously filed.

<PAGE>

SIGNATURES

The Premium Portfolios has duly caused this Post-Effective Amendment to
the Registration Statement on Form N-1A of Landmark International Funds
(formerly, Landmark International Equity Fund) to be signed on its behalf by
the undersigned, thereunto duly authorized, in George Town, Grand Cayman,
Cayman Islands, BWI, on the 16th day of June, 1995.

THE PREMIUM PORTFOLIOS

By: /s/ Susan Jakuboski
Susan Jakuboski, Assistant
Treasurer of
The Premium Portfolios

This Post-Effective Amendment to the Registration Statement on Form N-1A
of Landmark International Funds has been signed by the following persons in
the capacities indicated on June 16, 1995.

Signature Title

Philip W. Coolidge* President, Principal Executive
Philip W. Coolidge Officer and Trustee

James B. Craver* Secretary, Treasurer, Principal
James B. Craver Financial Officer and Principal
Accounting Officer

Elliott J. Berv* Trustee
Elliott J. Berv

Mark T. Finn* Trustee
Mark T. Finn

Walter E. Robb, III* Trustee
Walter E. Robb, III

*By: /s/ Susan Jakuboski
Susan Jakuboski
Executed by Susan Jakuboski on
behalf of those indicated as
attorney in fact.

<PAGE>

EXHIBIT INDEX

11(a) Consent of Price Waterhouse LLP, independent auditors of the
International Equity Fund

11(b) Consent of Price Waterhouse, independent auditors of International
Equity Portfolio and Emerging Asian Markets Equity Portfolio

11(c) Consent of Deloitte & Touche LLP, independent auditors of
International Equity Fund for periods prior to the fiscal year ended
December 31, 1994

Exhibit 11(a)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in
the Prospectus and Statement of Additional Information
constituting parts of this Post-Effective Amendment No.
11 to the registration statement on Form N-1A (the
"Registration Statement") of Landmark International
Funds of our report dated February 3, 1995, relating to
the financial statements and financial highlights of
Landmark International Equity Fund, appearing in the
December 31, 1994 Annual Report of Landmark
International Equity Fund, which are also incorporated
by reference into the Registration Statement. We also
consent to the references to us under the heading
"Condensed Financial Information" in the Prospectus and
under the headings "Auditors" and "Independent
Accountants and Financial Statements" in the Statement
of Additional Information.

Price Waterhouse LLP

PRICE WATERHOUSE LLP
Boston, Massachusetts
June 16, 1995

Exhibit 11(b)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in
the Statement of Additional Information constituting
part of this Post-Effective Amendment No. 11 to the
registration statement on Form N-1A (the "Registration
Statement") of Landmark International Funds of our
report dated February 3, 1995, relating to the
financial statements and financial highlights of the
International Equity Portfolio appearing in the
December 31, 1994 Annual Report of Landmark
International Equity Fund, which are also incorporated
by reference into the Registration Statement. We also
consent to the references to us under the heading
"Auditors" and "Independent Accountants and Financial
Statements" in the Statement of Additional Information.

Price Waterhouse

Price Waterhouse
Chartered Accountants
Toronto, Ontario
June 16, 1995

Exhibit 11(c)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in
this Post-Effective Amendment No. 11 to the
Registration Statement No. 33-36556 of Landmark
International Funds of our report dated February 2,
1994, appearing in the annual report to shareholders of
Landmark International Equity Fund for the year ended
December 31, 1993 and to the references to us under the
heading "Condensed Financial Information" in the
Prospectus and "Independent Accountants and Financial
Statements" in the Statement of Additional Information,
both of which are part of such Registration Statement.

DELOITTE & TOUCHE LLP
Boston, Massachusetts
June 16, 1995