As filed with the Securities and Exchange Commission on February 29, 1996
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. 12
and
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 14
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 February 29, 1996
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 will file a Rule 24f-2 Notice on or prior to
February 29, 1996 for Registrant's fiscal year ended December 31, 1995.
- ----------------------------------------------------------------------
*Formerly Landmark International Equity Fund. This filing relates only to
Landmark Emerging Asian Markets Equity Fund.
<PAGE>
LANDMARK INTERNATIONAL FUNDS
REGISTRATION STATEMENT ON FORM N-1A
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
N-1A
ITEM NO. N-1A ITEM LOCATION
PROSPECTUS
PART A
<S> <C> <C>
Item 1. Cover Page............................................ Cover Page
Item 2. Synopsis.............................................. Expense Summary
Item 3. Condensed Financial Information....................... Condensed Financial Information
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 Performance........... Not Applicable
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 Offered................... Purchases; Exchanges; 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 Holders of Securities.... Management
Item 16. Investment Advisory and Other Services................. Management
Item 17. Brokerage Allocation and Other Practices............... Portfolio Transactions
Item 18. Capital Stock and Other Securities..................... Description of Shares, Voting Rights
and Liabilities
Item 19. Purchase, Redemption and Pricing of Securities
Being Offered.......................................... Description of Shares, 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................................... Independent Accountants and Financial
Statements
</TABLE>
<PAGE>
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>
EXPLANATORY NOTE
This Post-Effective Amendment (the "Amendment") to the Registrant's
Registration Statement on Form N-1A (the "Registration Statement") is being
filed with respect to Landmark Emerging Asian Markets Equity Fund (the "Fund"),
a series of the Registrant, pursuant to the Registrant's undertaking to file a
post-effective amendment, using financials which need not be certified, within
four to six months following the date the shares of the Fund were sold to the
public or operations otherwise began. The Amendment is being filed to include
(i) a supplement to the Registrant's Prospectus for the Fund containing
unaudited financial statements for the Fund, and (ii) a supplement to the
Registrant's Statement of Additional Information for the Fund containing
unaudited financial statements for the Fund. As a result, the Amendment does
not otherwise affect the Registrant's currently effective Prospectus and
Statement of Additional Information for the Fund, both of which are hereby
incorporated herein by reference as most recently filed pursuant to Rule 497
under the Securities Act of 1933, as amended.
<PAGE>
Supplement Dated February 29, 1996 to Prospectus Dated April 3, 1995
LANDMARK INTERNATIONAL FUNDS
Landmark International Equity Fund
Landmark Emerging Asian Markets Equity Fund
The date of the Prospectus shall now be February 29, 1996.
The first paragraph of the "Condensed Financial Information" section on page 6
of the Prospectus is hereby amended in its entirety to read as follows:
The following tables provide condensed financial information about the
International Equity Fund and the Emerging Asian Markets Equity Fund for the
periods indicated. 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, and the unaudited financial statements of the Emerging
Asian Markets Equity Fund, which accompany the Statement of Additional
Information. The financial statements and notes as well as the tables below
with respect to the International Equity Fund, have been audited by Price
Waterhouse LLP (for the fiscal year ended December 31, 1994) and Deloitte &
Touche LLP (for the 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).
The following table should precede the "Investment Information" section on page
7 of the Prospectus:
<TABLE>
<CAPTION>
EMERGING ASIAN MARKETS EQUITY FUND
FINANCIAL HIGHLIGHTS
CLASS A SHARES
(No Class B shares were outstanding during these periods.)
<S> <C>
AUGUST 23, 1995
(COMMENCEMENT OF
OPERATIONS) TO
DECEMBER 31, 1995
Net Asset Value, beginning of period.............................. $10.00
-----
Income from Operations:
Net investment income (loss)................................... 0.026
Net realized and unrealized gain (loss)........................ ---
-----
Total from investment operations............................... 0.026
-----
Less Distributions:
From Net investment income........................................ (0.026)
-----
Total from distributions....................................... (0.026)
-----
Net Asset Value, end of period.................................... $10.00
=====
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)...................... $5,969
Ratio of expenses to average net assets (A).................... 0%
Ratio of net investment income (loss) to average net assets.... 1.50%*
Total return................................................... 0.26%**
</TABLE>
<PAGE>
Note: If Agents of Emerging Asian Markets Equity Fund for the periods indicated
had not voluntarily waived all of their fees and expenses had been limited to
that required by certain state securities law, the net investment income (loss)
per share and the ratios would have been as follows:
Net investment income per share.................................. $(0.046)
RATIOS:
Expenses to average net assets................................... 1.85%
Net investment income (loss) to average net assets............... (0.35)%*
*Annualized
**Not Annualized
(A) Includes Emerging Asian Markets Equity Fund's share of Emerging Asian
Markets Equity Portfolio allocated expenses for the period August 23, 1995 to
December 31, 1995.
<PAGE>
Supplement Dated February 29, 1996 to Statement of Additional Information
Dated April 3, 1995
LANDMARK INTERNATIONAL FUNDS
Landmark Emerging Asian Markets Equity Fund
The date of the Statement of Information shall now be February 29, 1996.
The following paragraphs shall be added at the end of the "Independent
Accountants and Financial Statements" section on page B-31 of the Statement of
Additional Information:
The unaudited financial statements of Emerging Asian Markets Equity Fund
(Statement of Assets and Liabilities at December 31, 1995, Statement of
Operations for the period from August 23, 1995 (commencement of operations) to
December 31, 1995, Statement of Changes in Net Assets for the period from
August 23, 1995 (commencement of operations) to December 31, 1995 and Financial
Highlights for the period from August 23, 1995 (commencement of operations) to
December 31, 1995) accompany this Statement of Additional Information.
The unaudited financial statements of Emerging Asian Markets Equity
Portfolio (Portfolio of Investments at December 31, 1995, Statement of Assets
and Liabilities at December 31, 1995, Statement of Operations for the period
from August 23, 1995 (commencement of operations) to December 31, 1995,
Statement of Changes in Net Assets for the period from August 23, 1995
(commencement of operations) to December 31, 1995 and Financial Highlights for
the period from August 23, 1995 (commencement of operations) to December 31,
1995) accompany this Statement of Additional Information.
<PAGE>
LANDMARK INTERNATIONAL FUNDS
LANDMARK EMERGING ASIAN MARKETS EQUITY FUND
EMERGING ASIAN MARKETS EQUITY PORTFOLIO
FINANCIAL STATEMENTS
(UNAUDITED)
<PAGE>
Landmark Emerging Asian Markets Equity Fund
- -----------------------------------------------------------------------------
Statement Of Assets And Liabilities December 31, 1995
ASSETS:
Investment in Emerging Asian Markets Equity Portfolio,
at value (Note 1A)........................................ $5,963,373
Receivable for shares of beneficial interest sold........... 4,765
Other assets................................................ 480
----------
NET ASSETS for 596,589 shares of beneficial interest
outstanding............................................... $5,968,618
==========
NET ASSETS CONSIST OF:
Paid-in capital............................................. $5,685,532
Unrealized appreciation of investments and foreign currency
translations.............................................. 286,140
Undistributed net investment loss........................... (3,054)
----------
Total................................................... $5,968,618
==========
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE OF
BENEFICIAL INTEREST ..................................... $10.00
======
COMPUTATION OF OFFERING PRICE:
Maximum Offering Price per share based on a 4.75%
sales charge ($10.00/0.9525).............................. $10.50
======
See notes to financial statements
<PAGE>
Landmark Emerging Asian Markets Equity Fund
- -----------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the period August 23, 1995 (Commencement of Operations)
to December 31, 1995
<TABLE>
<S> <C> <C>
INVESTMENT INCOME (NOTE 1B):
Interest Income from Emerging Asian Markets Equity Portfolio............... $14,841
Dividend Income from Emerging Asian Markets Equity Portfolio............... 4,143
Other Income Foreign Tax Reclaim........................................... 14
-------
$ 18,998
EXPENSES:
Shareholder Servicing Agents' fees (Note 2B)............................... 3,149
Administrative fees (Note 2A).............................................. 1,260
Distribution fees (Note 3)................................................. 1,260
Expense fee (Note 6)....................................................... 4,712
-------
Total expenses......................................................... 10,381
Less aggregate amount waived by Administrator, Shareholder Servicing Agents
and Distributor (Notes 2A, 2B and 3)..................................... (5,669)
Expenses assumed by the Administrator...................................... (4,712)
-------
NET EXPENSES .............................................................. --
--------
Net investment income................................................. 18,998
--------
NET REALIZED AND UNREALIZED GAIN (LOSS) AND FOREIGN CURRENCY
TRANSACTIONS FROM EMERGING ASIAN MARKETS EQUITY PORTFOLIO:
Net realized gain (loss) .................................................. (6,799)
Net change in unrealized appreciation (depreciation) ...................... 286,140
--------
Net realized and unrealized gain (loss).................................... 279,341
--------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ...................... $298,339
========
</TABLE>
See notes to financial statements
<PAGE>
Landmark Emerging Asian Markets Equity Fund
- ----------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
AUGUST 23, 1995
(COMMENCEMENT OF
OPERATIONS) TO
DECEMBER 31, 1995
----------------
INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS:
Net investment income..................................... $18,998
Net realized loss ........................................ (6,799)
Net change in unrealized appreciation..................... 286,140
---------
Net increase in net assets resulting from operations...... 298,339
---------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income..................................... (15,388)
---------
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST (Note 5):
Net proceeds from sale of shares.......................... 5,784,355
Net asset value of shares issued to shareholders from
reinvestment of dividends................................ 15,388
Cost of shares repurchased................................ (114,076)
---------
Net increase in net assets resulting from transactions
in shares of beneficial interest......................... 5,685,667
---------
NET INCREASE IN NET ASSETS ............................... 5,968,618
NET ASSETS:
Beginning of period....................................... --
---------
End of period (undistributed net investment loss
of $3,054).............................................. $5,968,618
==========
See notes to financial statements
<PAGE>
Landmark Emerging Asian Markets Equity Fund
- -----------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
AUGUST 23, 1995
(COMMENCEMENT OF
OPERATIONS) TO
DECEMBER 31, 1995
-----------------
Net Asset Value, beginning of period...................... $10.00
------
Income From Operations:
Net investment income (loss).............................. 0.026
Net realized and unrealized gain (loss)................... --
------
Total from investment operations..................... 0.026
------
Less Distributions:
From net investment income.............................. (0.026)
------
Total from distributions............................ (0.026)
------
Net Asset Value, end of period............................ $10.00
======
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)................. $5,969
Ratio of expenses to average net assets(A)................ 0%
Ratio of net investment income (loss) to
average net assets..................................... 1.50%*
Total return.............................................. 0.26%**
Note: If Agents of the Fund for the periods indicated had not voluntarily
waived all of their fees and expenses had been limited to that required by
certain state securities law, the net investment income (loss) per share
and the ratios would have been as follows:
Net investment income per share........................ $(0.046)
Ratios:
Expenses to average net assets......................... 1.85%
Net investment income (loss) to
average net assets.................................... (0.35)%*
* Annualized.
** Not annualized.
(A)Includes the Fund's share of Emerging Asian Markets Equity Portfolio
allocated expenses for the period August 23, 1995 to December 31, 1995.
See notes to financial statements
<PAGE>
Landmark Emerging Asian Markets Equity Fund
- -----------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
(1) SIGNIFICANT ACCOUNTING POLICIES
Landmark Emerging Asian Markets Equity Fund (the "Fund") is a separate
diversified series of Landmark International Funds (the "Trust"), a
Massachusetts business trust. The Trust is registered under the Investment
Company Act of 1940, as amended, as a diversified, open-end, management
investment company. The Fund invests all of its investable assets in Emerging
Asian Markets Equity Portfolio (the "Portfolio"), a management investment
company for which Citibank, N.A. ("Citibank") serves as Investment Adviser. The
Landmark Funds Broker-Dealer Services, Inc. ("LFBDS") acts as the Fund's
Administrator and Distributor. Citibank also serves as Sub-Administrator and
makes Fund shares available to customers as Shareholder Servicing Agent.
The Trust seeks to achieve the Fund's investment objective of long-term growth
of capital by investing all of its investable assets in the Portfolio, an
open-end, diversified management investment company having the same investment
objective and policies and substantially the same investment restrictions as the
Fund. The value of such investment reflects the Fund's proportionate interest
(approximately 99.9% at December 31, 1995) in the net assets of the Portfolio.
The financial statements of the Portfolio, including the portfolio of
investments, are contained elsewhere in this report and should be read in
conjunction with the Fund's financial statements.
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts and disclosures in the financial statements. Actual
results could differ from those estimates.
The following significant accounting policies consistently followed by the Fund
are in conformity with generally accepted accounting principles and are as
follows:
A. INVESTMENT VALUATIONS -- Valuation of securities by the Portfolio is
discussed in Note 1A of the Portfolio's Notes to Financial Statements which are
included elsewhere in this report.
B. ACCOUNTING FOR INVESTMENTS -- The Fund earns income, net of Portfolio
expenses, daily based on its investment in the Portfolio. All the net investment
income, realized and unrealized gain or loss of the Portfolio is allocated pro
rata, based on respective ownership interests, among the Fund and the other
investors in the Portfolio at the time of such determination. Dividend income
and other distributions from portfolio securities are recorded on the
ex-dividend date, except, if the ex-dividend date has passed, certain dividends
from foreign securities were recorded as the Fund is informed of the ex-dividend
date. Dividend income is recorded net of foreign taxes withheld where recovery
of such taxes is not assured. Interest income was accrued daily.
C. FEDERAL TAXES -- The Fund's policy is to comply with the provisions of the
Internal Revenue Code available to regulated investment companies and to
distribute to shareholders all of its taxable income, including any net realized
gain on investment transactions. Accordingly, no provision for federal income or
excise tax is required.
D. EXPENSES -- The Fund bears all costs of its operations other than expenses
specifically assumed by Citibank and LFBDS. Expenses incurred by the Trust with
respect to any two or more funds or series are allocated in proportion to the
average net assets of each fund, except when allocations of direct expenses to
each fund can otherwise be made fairly. Expenses directly attributable to a fund
are charged to that fund. The Fund's share of the Portfolio's expenses are
charged against and reduce the amount of the Fund's investment in the Portfolio.
E. DISTRIBUTIONS -- Distributions to shareholders are recorded on ex-dividend
date. The amount and character of income and net realized gains to be
distributed are determined in accordance with income tax rules and regulations,
which may differ from generally accepted accounting principles. These
differences are attributable to permanent book and tax accounting differences.
Reclassifications are made to the Fund's capital accounts to reflect income and
net realized gains available for distribution (or available capital loss
carryovers) under income tax rules and regulations. For the year ended December
31, 1995, the Fund reclassed $3,610 from undistributed net investment loss, and
$3,610 to accumulated realized loss relating to foreign currency transactions.
(2) ADMINISTRATIVE SERVICES PLAN
The Fund has adopted an Administrative Services Plan (the "Administrative
Services Plan") which provides that the Fund may obtain the services of an
Administrator, and one or more Shareholder Servicing Agents and other Servicing
Agents, and may enter into agreements providing for the payment of fees for such
services. Under the Administrative Services Plan, the aggregate of the fees paid
to the Administrator by the Fund and the Portfolio, the fees paid to the
Shareholder Servicing Agents by the Fund and the Basic Distribution Fee paid by
the fund to the Distributor under the Distribution Plan 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.
A. ADMINISTRATIVE FEES -- Under the terms of an Administrative Services
Agreement, the administrative services fees paid to the Administrator, as
compensation for overall administrative services, including general office
facilities, may not exceed an annual rate of 0.15% of the Fund's average daily
net assets and 0.05% of the Portfolio's average daily net assets. For the period
August 23, 1995 to December 31, 1995 under the Administrative Services Plan the
Administrator received fees computed at an annual rate of 0.10% of the Fund's
average daily net assets which amounted to $1,260, all of which was voluntarily
waived. Citibank acts as Sub-Administrator and performs such duties and receives
such compensation from LFBDS as from time to time is agreed to by LFBDS and
Citibank. The Fund pays no compensation directly to any Trustee or any officer
who is affiliated with the Administrator, all of whom receive remuneration for
their services to the Fund from the Administrator or its affiliates. Certain
officers and a Trustee of the Fund are officers and directors of the
Administrator or its affiliates.
B. SHAREHOLDER SERVICING AGENTS' FEES -- The Fund has entered into shareholder
servicing agreements with each Shareholder Servicing Agent pursuant to which the
Shareholder Servicing Agent acts as an agent for its customers and provides
other related services. For their services, each Shareholder Servicing Agent
receives fees from the Fund, which may be paid periodically, which may not
exceed, on an annualized basis, an amount equal to 0.25% of the average daily
net assets of the Fund represented by shares owned during the period for which
payment is being made by investors for whom such Shareholder Servicing Agent
maintains a servicing relationship. The Shareholder Servicing Agents' fees,
computed at an annual rate of 0.25%, amounted to $3,149, all of which was
voluntarily waived, for the period August 23, 1995 to December 31, 1995.
(3) DISTRIBUTION FEES
The Trust has adopted a Plan of Distribution pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended, in which the Fund reimburses the
Distributor for expenses incurred or anticipated, in connection with the sale of
shares of the Fund, at an annual rate not to exceed 0.10% of the Fund's average
daily net assets for distribution of the Fund's shares. Distribution fees,
computed at an annual rate of 0.10%, amounted to $1,260, all of which was
voluntarily waived, for the period August 23, 1995 to December 31, 1995. The
Distributor may also receive an additional fee from the Fund at an annual rate
not to exceed 0.05% of the Fund's average daily net assets in anticipation of,
or as reimbursement for, advertising expenses incurred by the Distributor in
connection with the sale of shares of the Fund. No payment of such additional
fee has been made during the period.
(4) INVESTMENT TRANSACTIONS
Increase and decrease in the Fund's investment in the Portfolio for the period
August 23, 1995 to December 31, 1995 aggregated $5,779,224 and $114,076,
respectively.
(5) SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional Shares of Beneficial Interest (par value $0.00001).
Transactions in shares of beneficial interest were as follows:
AUGUST 23, 1995
(COMMENCEMENT OF
OPERATIONS) TO
DECEMBER 31, 1995
-----------------
Shares sold................... 607,542
Shares issued to shareholders
from reinvestment of dividends 1,559
Shares repurchased............ (12,512)
-------
Net increase................ 596,589
=======
(6) EXPENSE FEES
LFBDS has entered into an expense agreement with the Fund. LFBDS had agreed to
pay all of the ordinary operating expenses (excluding interest, taxes, brokerage
commissions, litigation costs or other extraordinary costs or expenses) of the
Fund, other than fees paid under the Administrative Services Agreement,
Distribution Agreement and Shareholder Servicing Agreements and other than
amortization of expenses related to the organization of the Fund. The Agreement
may be terminated by either party upon not less than 30 days nor more than 60
days written notice.
The Fund has agreed to pay to LFBDS an expense fee, on an annual basis, accrued
daily and paid monthly; provided, however, that such fee shall not exceed the
amount such that immediately after any such payment the aggregate ordinary
operating expenses of the Fund, including expenses allocated from the Portfolio,
would on an annual basis exceed an agreed upon rate, currently 1.85% of average
daily net assets.
<PAGE>
Emerging Asian Markets Equity Portfolio
- ---------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS December 31, 1995
ISSUER/INDUSTRY SHARES VALUE
- ---------------------------------------------------------------------------
INDONESIA - 12.5%
Kalbe Farma
Pharmaceuticals.......................... 49,500 $ 167,778
PT Hanjaya Mandala Sampoerna
Consumer................................. 5,000 52,045
PT Hero Mini Supermarke
Consumer................................. 46,500 99,650
PT Indocement Tugnnal Parka
Building Materials....................... 15,000 50,350
PT Jaya Real Property
Real Estate.............................. 16,000 43,035
PT Semen Gresik
Building Materials....................... 16,000 44,784
PT Telecomunikasion
Telecommunications....................... 220,000 288,651
----------
746,293
----------
MALAYSIA - 45.5%
Arab-Malaysian Merchant Bank
Finance................................... 22,000 251,211
Commerce Asset Held Berhad
Banking................................... 8,000 40,320
DCB Holdings Berhad
Banking................................... 29,000 84,498
Edaran Otomobile Nasional BH
Motor Vehicles & Equipment................ 9,000 67,685
Faber Group Berhad*
Hotels, Tourist Courts & Motels.......... 40,000 34,177
Genting Berhad
Amusement & Recreation................... 18,000 150,254
Hong Leong Bank
Banking.................................. 38,000 104,737
Hong Leong Bank-Warrants
Banking.................................. 5,700 1,436
IOI Properties Berhad
Real Estate.............................. 88,000 220,025
Kedah Cement Berhad
Building Materials....................... 57,000 97,854
Kuala Lumpar Kepong Berhad
Plantation............................... 4,000 12,679
Malayan Banking Berhad
Banking.................................. 24,000 202,229
Malaysian Airline System BH
Air Transportation....................... 10,000 32,484
Malaysian Intern Shipping
Water Transport of Freight............... 40,000 104,737
MBF Capital Berhad
Finance.................................. 50,000 50,597
Multi-Purpose Holdings
Miscellaneous............................ 70,000 102,532
Public Bank-BHD
Banking.................................. 42,000 80,372
Public Finance Berhad
Finance.................................. 36,000 77,962
Resorts World Berhad
Amusement & Recreation................... 31,000 166,004
Selangor Properties Berhad
Real Estate.............................. 71,000 67,933
Sime Darby Berhad
Miscellaneous............................ 17,000 45,183
Systems Telekom Malaysia
Telecommunications....................... 36,000 280,663
Technology Resources*
Telecommunications....................... 28,000 82,687
Tenaga Nasional Berhad
Public Utilities......................... 67,000 263,810
UMW Holdings Berhad
Motor Vehicles & Equipment............... 15,000 40,162
United Engineers
Infrastructure........................... 8,000 51,030
----------
2,713,261
----------
PHILIPPINES - 8.4%
C&P Homes
Real Estate.............................. 170,000 $ 124,762
Petron Corp.
Utilities................................ 90,000 46,321
Philippine Long Distance TE
Telecommunications....................... 1,300 70,625
Philippine National Bank
Banking.................................. 4,200 46,435
San Miguel Corp. Class B
Miscellaneous............................ 8,000 27,297
SM Prime Holdings
Real Estate.............................. 640,000 182,997
----------
498,437
----------
THAILAND - 29.9%
Advanced Info Services
Telecommunications....................... 11,100 194,768
Bangkok Bank Co. Ltd.
Banking.................................. 26,200 318,269
Dhana Siam Finance
Finance.................................. 37,100 212,083
Finance One Co. LTD
Finance.................................. 15,300 106,292
Krung Thai Bank LTD
Banking.................................. 39,500 163,081
Land & House PLC
Real Estate.............................. 6,500 106,828
Phatra Thanakit Co.
Finance.................................. 16,000 $ 137,197
PTT Expl. & Production Public
Natural Gas.............................. 5,400 56,595
Siam Cement Co.
Building Materials....................... 2,000 110,838
Siam Commercial Bank
Banking.................................. 8,600 113,347
Thai Telephone & Telecomm
Telecommunications....................... 6,800 36,983
Thai Farmers Bank
Banking.................................. 22,700 228,891
----------
1,785,172
----------
TOTAL COMMON STOCKS
(Identified Cost, $5,457,018)............ 5,743,163
----------
SHORT-TERM OBLIGATIONS -- 3.6%
Saloman Repurchase Agreement, 5.375% due
1/2/96 proceeds at maturity $217,646
(secured by $202,672 US Treasury Bill
5.15% due 6/13/96 and $19,771 US
Treasury Bill 5.15% due 6/6/96........... 217,518
----------
TOTAL INVESTMENTS
(Identified Cost, $5,674,536) 99.9% 5,960,681
OTHER ASSETS,
LESS LIABILITIES......................... 0.1 2,792
----- ----------
NET ASSETS.................... 100.0% $ 5,963,473
===== ===========
*Non-income producing
See notes to financial statements
<PAGE>
Emerging Asian Markets Equity Portfolio
- -----------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES December 31, 1995
ASSETS:
Investments at value (Note 1A) (Identified Cost, $5,674,536)... $5,960,681
Foreign currency, at value (Cost, $1,922)...................... 1,927
Dividends and interest receivable.............................. 2,301
----------
Total assets............................................... 5,964,909
----------
LIABILITIES:
Payable for investments purchased.............................. 1,436
----------
NET ASSETS .................................................... $5,963,473
==========
REPRESENTED BY:
Paid-in capital for beneficial interests....................... $5,963,473
==========
See notes to financial statements
<PAGE>
Emerging Asian Markets Equity Portfolio
- ----------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the Period August 23, 1995 (Commencement of Operations)
to December 31, 1995
INVESTMENT INCOME:
Interest........................................ $ 14,841
Dividends (net of foreign withholding tax
of $1,573).................................... 4,143
---------
Total investment income....................... $ 18,984
EXPENSES:
Investment advisory fees (Note 2)............... 12,307
Administrative fees (Note 3).................... 615
---------
Total expenses................................ 12,922
Less aggregate amount waived by Investment
Adviser and Administrator (Notes 2 and 3)..... (12,922)
---------
Net Expenses.................................... --
--------
Net investment income......................... 18,984
--------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain (loss) from investment
transactions................................ --
Net realized gain (loss) on foreign exchange
transactions................................ (6,799)
---------
Net realized gain (loss).................... (6,799)
--------
Unrealized appreciation (depreciation)
of investments--
Beginning of period........................ --
End of period.............................. 286,145 286,145
---------
Translation of other assets and liabilitie
denominated in foreign currencies--net..... (5)
--------
Net change in unrealized appreciation
(depreciation)............................ 286,140
--------
Net realized and unrealized gain on
investments............................... 279,341
--------
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS.................................. $298,325
========
See notes to financial statements
<PAGE>
Emerging Asian Markets Equity Portfolio
- ----------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
AUGUST 23, 1995
(COMMENCEMENT
OF OPERATIONS) TO
DECEMBER 31, 1995
----------------
INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS:
Net investment income..................................... $ 18,984
Net realized gain (loss) on investments and foreign
exchange transactions.................................... (6,799)
Net change in unrealized appreciation (depreciation)
of investments........................................... 286,140
----------
Net increase in net assets resulting from operations.. 298,325
----------
CAPITAL TRANSACTIONS:
Proceeds from contributions............................... 5,779,224
Value of withdrawals...................................... (114,076)
----------
Net increase (decrease) in net assets from capital
transactions........................................ 5,665,148
----------
Net Increase in Net Assets: .............................. 5,963,473
Net Assets:
Beginning of period....................................... --
----------
End of period............................................. $5,963,473
==========
See notes to financial statements
<PAGE>
Emerging Asian Markets Equity Portfolio
- -----------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
AUGUST 23, 1995
(COMMENCEMENT
OF OPERATIONS) TO
DECEMBER 31, 1995
----------------
RATIOS/SUPPLEMENTAL DATA:
Net Assets, end of period (000's omitted)................ $5,963
Ratio of expenses to average net assets.................. 0%
Ratio of net investment income to average net assets..... 1.53%*
Portfolio turnover....................................... 0%
Note: If Agents of the Portfolio had no voluntarily waived all of their
fees for the periods indicated, the ratio would have been as follows:
Ratios:
Expenses to average net assets........................ 1.05%*
Net investment income to average net assets........... 0.48%
*Annualized
See notes to financial statements
<PAGE>
Emerging Asian Markets Equity Portfolio
- -----------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
(1) SIGNIFICANT ACCOUNTING POLICIES
Emerging Asian Equity Portfolio (the "Portfolio"), a separate series of The
Premium Portfolios (the "Portfolio Trust"), is registered under the Investment
Company Act of 1940, as amended, as a diversified, open-end management
investment company which was organized as a trust under the laws of the State of
New York. The Declaration of Trust permits the Trustees to issue beneficial
interests in the Portfolio. The Investment Adviser of the Portfolio is Citibank
N.A. ("Citibank"). Signature Financial Group (Grand Cayman), Ltd. ("SFG") acts
as the Fund's Administrator.
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts and disclosures in the financial statements. Actual
results could differ from those estimates.
The following significant accounting policies consistently followed by the
Portfolio are in conformity with generally accepted accounting principles and
are as follows:
A. INVESTMENT SECURITY VALUATIONS -- Equity securities in the portfolio are
valued at the last sale price on the exchange on which they are primarily
traded, or at the 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 foreign exchange are valued at the last quoted sale price
available. Bonds and other fixed income securities (other than short-term
obligations maturing in sixty days or less) in the portfolio are valued on the
basis of valuations furnished by a pricing service, the use of which has been
approved by the Trustees. In making such valuations, the pricing service
utilizes both dealer-supplied valuations and electronic data processing
techniques which 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 exchanges or
over-the-counter prices, since such valuations and techniques are believed to
reflect more accurately the fair value of such securities. Short-term
obligations maturing in sixty days or less, are valued at amortized cost, which
constitutes fair value as determined by the Trustees. Portfolio securities for
which there are no such quotations or valuations are valued at fair value as
determined in good faith by or at the direction of the Trustees. Trading in
securities on most foreign exchanges and over-the-counter markets is normally
completed before the close of the New York Stock Exchange and may also take
place on days which the New York Stock Exchange is closed. If events materially
affecting the value of foreign securities occur between the time when the
exchange on which they are traded closes, such securities will be valued at fair
value in accordance with procedures established by and under the general
supervision of the Trustees.
B. FOREIGN CURRENCY TRANSLATION -- The accounting records of the Portfolio are
maintained in U.S. dollars. Foreign currency amounts are translated into U.S.
dollars at the current rate of exchange to determine the value of investments,
assets and liabilities. Purchases and sales of securities, and income and
expenses are translated at the prevailing rate of exchange on the respective
dates of such transactions. The Fund does not isolate that portion of the
results of operations resulting from changes in foreign exchange rates on
investments from the fluctuations arising from changes in market prices of
securities held. Such fluctuations are included with the net realized and
unrealized gain or loss from investments. Translation of foreign currency
includes net exchange gains and losses, disposition of foreign currency and the
difference between the amount of investment income and foreign taxes withheld
recorded and the actual amount received or paid.
C. FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS -- The Portfolio may enter into
forward foreign currency exchange contracts ("contracts") in connection with
planned purchases or sales of securities, to hedge the U.S. dollar value of
portfolio securities denominated in a particular currency. The Portfolio could
be exposed to risks if the counter-parties to the contracts are unable to meet
the terms of their contracts and from unanticipated movements in the value of a
foreign currency relative to the U.S. Dollar. The forward foreign currency
exchange contracts are adjusted by the daily exchange rate of the underlying
currency and any gains or losses are recorded for financial statement purposes
as unrealized gains or losses until the contract settlement date.
D. ACCOUNTING FOR INVESTMENTS -- Securities transactions are accounted for on
the trade date. Realized gains and losses on security transactions are
determined on the identified cost method. Dividend income and other
distributions from portfolio securities are recorded on the ex-dividend date,
except, if the ex-dividend date has passed, certain dividends from foreign
securities are recorded as soon as the Portfolio is informed of the ex-dividend
date. Dividend income is recorded net of foreign taxes withheld where recovery
of such taxes is not assured. Interest income is accrued daily.
E. U.S. FEDERAL INCOME TAXES -- The Portfolio is considered a partnership under
the U.S. Internal Revenue Code. Accordingly, no provision for federal income
taxes is necessary.
F. EXPENSES -- The Portfolio bears all costs of its operations other than
expenses specifically assumed by Citibank and SFG. Expenses incurred by the
Portfolio Trust with respect to any two or more portfolios or series are
allocated in proportion to the average net assets of each portfolio, except when
allocations of direct expenses to each portfolio can otherwise be made fairly.
Expenses directly attributable to a portfolio are charged to that portfolio.
G. REPURCHASE AGREEMENTS -- It is the policy of the Portfolio to require the
custodian bank to take possession, to have legally segregated in the Federal
Reserve Book Entry System or to have segregated within the custodian bank's
vault, all securities held as collateral in support of repurchase agreements.
Additionally, procedures have been established by the Portfolio to monitor, on a
daily basis, the market value of the repurchase agreement's underlying
investments to ensure the existence of a proper level of collateral.
(2) INVESTMENT ADVISORY FEES
The investment advisory fees paid to Citibank, as compensation for overall
investment management services, amounted to $12,307, all of which was
voluntarily waived, for the period August 23, 1995 to December 31, 1995. The
investment advisory fees are computed at the annual rate of 1.00% of the
Portfolio's average daily net assets.
(3) ADMINISTRATIVE FEES
Under the terms of an Administrative Services Agreement, the administrative
services fees paid to the Administrator, as compensation for overall
administrative services including general office facilities, is computed at an
annual rate of 0.05% of the Portfolio's average daily net assets. The Portfolio
accrued fees aggregating $615 for these services for the period August 23, 1995
to December 31, 1995, all of which was voluntarily waived. The Portfolio pays no
compensation directly to any Trustee or any officer who is affiliated with the
Administrator, all of whom receive remuneration for their services to the
Portfolio from the Administrator or its affiliates. Certain officers and a
Trustee of the Portfolio are officers and directors of the Administrator or its
affiliates.
(4) PURCHASES AND SALES OF INVESTMENTS
For the period ended December 31, 1995, purchases and sales of investment
securities, other than short-term investments, aggre-gated 5,457,018 and -0-,
respectively.
(5) FEDERAL INCOME TAX BASIS OF INVESTMENTS
The cost and unrealized appreciation/(depreciation) in value of the investment
securities owned at December 31, 1995, as computed on a federal income tax
basis, are as follows:
Aggregate cost...................... $5,674,536
==========
Gross unrealized appreciation....... $ 376,734
Gross unrealized depreciation....... (90,589)
----------
Net unrealized appreciation......... $ 286,145
==========
(6) EXPENSE FEES
SFG has entered into an expense agreement with the Portfolio. SFG has agreed to
pay all of the ordinary operating expenses (excluding interest, taxes, brokerage
commissions, litigation costs or other extraordinary costs or expenses) of the
Portfolio, other than fees paid under the Advisory Agreement, and Administrative
Services Agreement. The Agreement may be terminated by either party upon not
less than 30 days nor more than 60 days written notice.
The Portfolio has agreed to pay SFG an expense fee, on an annual basis, accrued
daily and paid monthly; provided, however, that such fee shall not exceed the
amount such that immediately after any such payment the aggregate expenses of
the Portfolio would on an annual basis exceed an agreed upon rate, currently
1.20% of average daily net assets.
(7) FINANCIAL INSTRUMENTS
The Portfolio may trade financial instruments with off-balance sheet risk in the
normal course of its investing activities and to assist in managing exposure to
market risks such as interest rates and foreign currency exchange rates. These
financial instruments include forward foreign currency exchange contracts.
The notional or contractual amounts of these instruments represent the
investment the Portfolio has in particular classes of financial instruments and
does not necessarily represent the amounts potentially subject to risk. The
measurement of the risks associated with these instruments is meaningful only
when related and offsetting transactions are considered. No such instruments
were held at December 31, 1995.
(8) LINE OF CREDIT
The Portfolio, along with the other Landmark Funds, entered into an ongoing
agreement with a bank which allows the Landmark Funds collectively to borrow up
to $40 million for temporary or emergency purposes. Interest on the borrowings,
if any, is charged to the specific fund executing the borrowing at the base rate
of the bank. In addition, the $15 million committed portion of the line of
credit requires a quarterly payment of a commitment fee based on the average
daily unused portion of the line of credit. For the period August 23, 1995 to
December 31, 1995, there was no commitment fee allocated to the Portfolio. Since
the line of credit was established, there have been no borrowings.
<PAGE>
PART C
Item 24. Financial Statements and Exhibits.
(a) Financial Statements Included in Part A:
LANDMARK EMERGING ASIAN MARKETS EQUITY FUND
Condensed Financial Information - Financial Highlights (for the
period from the commencement of operations (August 23, 1995) to
December 31, 1995)*
Financial Statements Included in Part B:
LANDMARK EMERGING ASIAN MARKETS EQUITY FUND
Statement of Assets and Liabilities at December 31, 1995**
Statement of Operations for the period from August 23, 1995
(commencement of operations) to December 31, 1995**
Statement of Changes in Net Assets for the period from August 23,
1995 (commencement of operations) to December 31, 1995**
Financial Highlights for the period from August 23, 1995
(commencement of operations) to December 31, 1995**
EMERGING ASIAN MARKETS EQUITY PORTFOLIO
Portfolio of Investments at December 31, 1995**
Statement of Assets and Liabilities at December 31, 1995**
Statement of Operations for the period from August 23, 1995
(commencement of operations) to December 31, 1995**
Statement of Changes in Net Assets for the period from August 23,
1995 (commencement of operations) to December 31, 1995**
Financial Highlights for the period from August 23, 1995
(commencement of operations) to December 31, 1995**
------------------
* Financial information is included for Landmark Emerging Asian Markets
Equity Fund only.
** Financial information is included for Landmark Emerging Asian Markets
Equity Fund and Emerging Asian Markets Equity Portfolio only.
(b) Exhibits
* 1(a) Declaration of Trust of Registrant
******or 1(b) Amendment to Declaration of Trust of Registrant
*******
* 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
***** 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
<PAGE>
*******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 the 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
***** 15(a) Form of Distribution Plan of the Registrant with respect
to Class A Shares of the Fund
***** 15(b) Form of Distribution Plan of the Registrant with respect
to Class B Shares of the Fund
******** 18 Form of Multiple Class Plan of the Registrant adopted
pursuant to Rule 18f-3
*,** or 25(a) Powers of Attorney for the Registrant
***
***, 25(b) Powers of Attorney for The Premium Portfolios
*****or
filed
herewith
- ---------------------
* 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 herein by reference to Post-Effective Amendment No. 4 to
the Registrant's Registration Statement on Form N-1A (File No.
33-36556) as filed with the Securities and Exchange Commission on
December 31, 1993.
**** Incorporated herein by reference to Post-Effective Amendment No. 5 to
the Registrant's Registration Statement on Form N-1A (File No.
33-36556) as filed with the Securities and Exchange Commission on
February 28, 1994.
***** Incorporated herein by reference to Post-Effective Amendment No. 6 to
the Registrant's Registration Statement on Form N-1A (File No.
33-36556) as filed with the Securities and Exchange Commission on
October 26, 1994.
****** Incorporated herein by reference to Post-Effective Amendment No. 8 to
the Registrant's Registration Statement on Form N-1A (File No.
33-36556) as filed with the Securities and Exchange Commission on
March 3, 1995.
<PAGE>
******* Incorporated herein by reference to Post-Effective Amendment No. 9 to
the Registrant's Registration Statement on Form N-1A (File No.
33-36556) as filed with the Securities and Exchange Commission on
April 7, 1995.
******** Incorporated herein by reference to Post-Effective Amendment No. 10
to the Registrant's Registration Statement on Form N-1A (File No.
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
Shares of Beneficial Interest As of February 26, 1996
(par value $0.00001 per share)
Landmark Emerging Asian Markets Equity Fund
Class A 7
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 Amendments No. 2 to its
Registration Statement on Form N-1A (the "Amendment"); (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 (Balanced Portfolio, Equity Portfolio, Government Income Portfolio,
International Equity Portfolio, Emerging Asian Markets Equity Portfolio and
Small Cap Equity Portfolio), Tax Free Reserves Portfolio, U.S. Treasury
Reserves Portfolio, Cash Reserves Portfolio, Asset Allocation Portfolios (Asset
Allocation Portfolio 200, Asset Allocation Portfolio 300, Asset Allocation
Portfolio 400 and Asset Allocation Portfolio 500), 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.
<PAGE>
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. 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. 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. DuPont 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
<PAGE>
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
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
Franklin A. Thomas Director, Aluminum Company of America
Director, American Telephone & Telegraph,
Co.
Director, CBS, Inc.
Director, Cummins Engine Company, Inc.
Director, Pepsico, Inc.
<PAGE>
Edgar S. Woolard, Jr. Director, E.I. DuPont De Nemours &
Company
Director, International Business Machines
Corp.
Director, Seagram Company, Ltd.
Item 29. Principal Underwriters.
(a) The Landmark Funds Broker-Dealer Services, Inc. ("LFBDS"), the
Registrant's Distributor, is also the distributor for Landmark International
Equity Fund, Landmark Emerging Asian Markets Equity Fund, 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
California Tax Free Reserves, Landmark Connecticut Tax Free Reserves, Landmark
New York 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, Landmark VIP Funds (Landmark VIP U.S.
Government Portfolio, Landmark VIP Balanced Portfolio, Landmark VIP Equity
Portfolio and Landmark VIP International Equity Portfolio), CitiSelectSM Folio
200, CitiSelectSM Folio 300, CitiSelectSM Folio 400 and CitiSelectSM Folio 500.
LFBDS is also the placement agent for International Equity Portfolio, Balanced
Portfolio, Equity Portfolio, Small Cap Equity Portfolio, Government Income
Portfolio, Emerging Asian Markets Equity Portfolio, Tax Free Reserves
Portfolio, Cash Reserves Portfolio, U.S. Treasury Reserves Portfolio, Asset
Allocation Portfolio 200, Asset Allocation Portfolio 300, Asset Allocation
Portfolio 400 and Asset Allocation Portfolio 500.
(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).
(c) Not applicable.
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 Services, Inc. 6 St. James Avenue
(administrator and distributor) Boston, MA 02116
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
<PAGE>
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.
<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 27th day of February, 1996.
LANDMARK INTERNATIONAL FUNDS
By: 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 February 27,
1996.
Signature Title
Philip W. Coolidge President, Principal Executive Officer and
Philip W. Coolidge Trustee
John R. Elder Principal Financial Officer and Principal
John R. Elder 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: Philip W. Coolidge
Philip W. Coolidge
Executed by Philip W. Coolidge on behalf of those
indicated pursuant to Powers of Attorney.
<PAGE>
SIGNATURES
The Premium Portfolios has duly caused this Post-Effective Amendment to
the Registration Statement on Form N-1A of Landmark International Funds to be
signed on its behalf by the undersigned, thereunto duly authorized, in George
Town, Grand Cayman, Cayman Islands, BWI, on the 27th day of February, 1996.
THE PREMIUM PORTFOLIOS
By: 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 February 27, 1996.
Signature Title
Philip W. Coolidge* President, Principal Executive Officer and
Philip W. Coolidge Trustee
John R. Elder* Principal Financial Officer and Principal
John R. Elder 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: Susan Jakuboski
Susan Jakuboski
Executed by Susan Jakuboski on behalf of those
indicated as attorney in fact.
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
25(b) Powers of Attorney for The Premium Portfolios
Exhibit 25(b)
The Premium Portfolios for
LANDMARK INTERNATIONAL FUNDS
LANDMARK FUNDS I
LANDMARK FUNDS II
LANDMARK FIXED INCOME FUNDS
The undersigned hereby constitutes and appoints Philip W. Coolidge, Thomas M.
Lenz, Susan Jakuboski, Molly S. Mugler and Barbara M. O'Dette and each of them,
with full powers of substitution as his true and lawful attorneys and agents to
execute in his name and on his behalf in any and all capacities the
Registration Statements on Form N-1A, and any and all amendments thereto, filed
by Landmark International Funds (on behalf of its series, Landmark
International Equity Fund and Landmark Emerging Asian Markets Equity Fund),
Landmark Funds I (on behalf of its series, Landmark Balanced Fund), Landmark
Funds II (on behalf of its series, Landmark Equity Fund, Landmark Earnings
Growth Equity Fund and Landmark Small Cap Equity Fund) and Landmark Fixed
Income Funds (on behalf of its series, Landmark U.S. Government Income Fund,
Landmark Intermediate Income Fund, Landmark Long-Term U.S. Government Income
Fund and Landmark Global Governments Income Fund) (the "Registrants") with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, and under the Investment Company Act of 1940, as amended, and any and
all other instruments which such attorneys and agents, or any of them, deem
necessary or advisable to enable the Registrants to comply with the Securities
Act of 1933, as amended and the Investment Company Act of 1940, as amended, the
rules, regulations and requirements of the Securities and Exchange Commission,
and the securities or Blue Sky laws of any state or other jurisdiction; and the
undersigned hereby ratifies and confirms as his own act and deed any and all
that such attorneys and agents, or any of them, shall do or cause to be done by
virtue hereof. Any one of such attorneys and agents shall have, and may
exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 9th day of
February 1996.
John R. Elder
Signature
Paradise Island, Bahamas
John R. Elder
Print Name
