LANDMARK INTERNATIONAL EQUITY FUND, N-30B-2, 1996-08-28

LANDMARK INTERNATIONAL EQUITY FUND
N-30B-2, 1996-08-28

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<PAGE>

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A LETTER TO OUR SHAREHOLDERS

Dear Shareholder:

The stock markets of Europe and Japan produced positive returns in
local currency terms during the first six months of this year. While a
strong U.S. dollar eroded those gains somewhat for investors living in the
United States, international markets performed well even after taking these
developments into account. Those who participated in the international
markets obtained an additional level of diversification by investing in
several economies and markets.

The Landmark Funds' investment adviser, Citibank, N.A., manages the
Landmark International Equity Fund to provide long-term capital growth.
Through its investment in 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.

This Semi-Annual Report reviews the Portfolio's investment
activities and performance and provides a summary of Citibank's perspective
on and outlook for financial markets outside of the United States. On behalf
of the Board of Trustees of the Landmark Funds, I want to thank you for your
confidence and participation. We look forward to serving you in the months
and years ahead.

/s/ Philip W. Coolidge

Philip W. Coolidge
President
July 19, 1996

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Remember that Mutual Fund Shares:
* Are not bank deposits or FDIC insured
* Are not obligations of or guaranteed by Citibank or Citicorp Investment
Services
* Are subject to investment risks, including possible loss of the
principal amount invested

<PAGE>

TABLE OF CONTENTS
1 Letter to Shareholders
- ----------------------------------------
Market Environment
2 Fund Snapshot
Portfolio Manager
- ----------------------------------------
The Portfolio Manager Responds
3 Quotes from the Portfolio Manager
Strategy and Outlook
- ----------------------------------------
4 International Equity Portfolio
by the Numbers
- ----------------------------------------
5 Fund Data
Performance Highlights

LANDMARK INTERNATIONAL EQUITY FUND
- ----------------------------------------
6 Statement of Assets and Liabilities
- ----------------------------------------
7 Statement of Operations
- ----------------------------------------
8 Statement of Changes in Net Assets
- ----------------------------------------
9 Financial Highlights
- ----------------------------------------
10 Notes to Financial Statements
- ----------------------------------------
INTERNATIONAL EQUITY PORTFOLIO
- ----------------------------------------
13 Portfolio of Investments
- ----------------------------------------
19 Statement of Assets and Liabilities
Statement of Operations
- ----------------------------------------
20 Statement of Changes in Net Assets
Financial Highlights
- ----------------------------------------
21 Notes to Financial Statements
<PAGE>
- --------------------------------------------------------------------------------
MARKET ENVIRONMENT

The most notable development during the first half of 1996 in
overseas markets was the decoupling of the stock and bond markets. While
fixed-income investments did relatively poorly in most non-U.S. markets, the
prices of stocks rose significantly. As a result, the stock markets of Japan
and most of Europe outperformed the U.S. stock market in local currency terms
during the period, producing attractive returns for international investors.

Ironically, the reason for the divergence between international
stocks and bonds can be found in the U.S. economy. International
fixed-income investors have become increasingly concerned about the
unexpectedly strong growth of the U.S. economy, which, if it continues, may
kindle an acceleration of inflation and cause the Federal Reserve to raise
short-term interest rates. International markets are concerned with U.S.
monetary policy because of the nation's importance as a consumer of exported
goods.

After a period of weakness in 1995, the economies of most European
nations are growing. Yet, there are no signs of inflationary pressures. The
prospect of low interest rates and healthy corporate earnings gains has
produced a substantial inflow of money into Europe's mutual funds, which has
helped support stock prices. Japan appears to be recovering from the
problems that have dominated its economy recently. Reforms in the banking
system and improving export markets have shored up Japan's economy and equity
markets.

- --------------------------------------------------------------------------------
FUND SNAPSHOT

COMMENCEMENT OF OPERATIONS
March 1, 1991

NET ASSETS AS OF 6/30/96
$32.2 million

FUND OBJECTIVE
Long-term capital growth; dividend income, if any, is incidental to this
investment objective.

DIVIDENDS
Paid semi-annually, if any

CAPITAL GAINS
Distributed annually, if any

BENCHMARKS
* Lipper International Equity Funds Average
* Morgan Stanley Capital International Europe-
Australia-Far East (MSCI EAFE) Index

INVESTMENT ADVISER,
INTERNATIONAL EQUITY PORTFOLIO
Citibank, N.A.

- --------------------------------------------------------------------------------
PORTFOLIO MANAGER

TREVOR FORBES
Vice President, Citibank, N.A.

Mr. Forbes is based in Citibank's London office, and is manager of the
International Equity Portfolio. 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. The selection of specific securities is made by
committees of Citibank investment personnel specializing in investments in
the countries selected by Mr. Forbes.
<PAGE>
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THE PORTFOLIO MANAGER RESPONDS

The Portfolio is actively managed in two ways. First, we allocate
assets among the various international markets according to our outlook for
each region. Second, our local analysts recommend specific stocks within
each region for investment. This combination of macroeconomic analysis and
fundamental security analysis enables us to find the most attractive
investments in the most attractive regions of the world.

During the first half of 1996, we over-weighted investments in
Japan. Within the Japanese market, we have found attractive investments in
the stocks of cyclical exporters and financial companies, both of which are
expected to benefit from the region's economic recovery. Although we have
under-weighted our investments in Europe, much of that is due to our
avoidance of the United Kingdom because of political concerns about a
possible change in government leadership. However, we have largely
over-weighted investments on continental Europe -- including the markets of
Germany, France, The Netherlands, Spain and Italy -- where low interest rates
should benefit economically sensitive companies.

Finally, we have begun to invest selectively in resource stocks in
Australia and Canada. These companies produce metals such as gold and other
resources that tend to appreciate when inflation fears abound. If U.S.
economic strength persists, we expect investors to bid up the prices of these
stocks as a hedge against inflation.

- --------------------------------------------------------------------------------
QUOTES FROM THE PORTFOLIO MANAGER

"The first half of 1996 was a good environment for equities, helping Japanese
and many European stock markets outperform the U.S. market."

"Weakness of the Japanese Yen and German Deutschmark relative to the U.S.
dollar should benefit companies that export goods and services to the United
States."

"We are reasonably optimistic about the international markets. it probably
won't be a smooth ride, but we should see competitive returns, especially in
local currency terms."

- --------------------------------------------------------------------------------
STRATEGY AND OUTLOOK

We expect more of the same over the next six months: steady
economic growth and low interest rates in Europe and Japan, concern in
international bond markets about U.S. economic strength and positive
environments for international equities. In addition, strong inflows of cash
into local mutual funds should be augmented by new capital flows from
international and global mutual funds in the United States. Just as they
have in the U.S., these inflows should support rising stock prices over the
months ahead.

We believe the International Equity Portfolio is well positioned
for this environment. We may increase our participation in the U.K. market
when the political situation becomes resolved. Otherwise, we intend to
continue to focus on opportunities in the growing markets of Europe and
Japan.
<PAGE>
International Equity Portfolio
- --------------------------------------------------------------------------------
BY THE NUMBERS

TOP TEN HOLDINGS OF THE PORTFOLIO
(As of 6/30/96)
NAME NATION % OF NET ASSETS
PT Hanjaya Mandala Sampoerna Indonesia 3.63%
Ito Yokado Corp. Japan 1.93%
Turkiye Garanti Bankasi ADR 1.72%
Sampo Corporation Taiwan 1.70%
Dai-Ichi Kangyo Bank Japan 1.67%
Sumitomo Bank Japan 1.65%
The Bank of Tokyo Mitsubishi Japan 1.63%
Fuji Bank Japan 1.61%
Toyota Motor Co. Japan 1.60%
United Engineers Malaysia 1.48%
- --------------------------------------------------------------------------------
INDUSTRIES AS A % OF THE PORTFOLIO
INDUSTRIES % OF COMMON STOCKS
---------- ------------------
Banking 17.6%
Machinery & Engineering 6.6%
Automobiles 6.0%
Retailing 5.9%
Business & Public Service 5.2%
Beverages & Tobacco 5.1%
Electrical & Gas Utilities 4.4%
Insurance 4.2%
Pharmaceuticals & Health 4.0%
Financial Service 3.9%
Electrical & Electronics 3.3%
Multi-Industry 3.3%
Telephone Utilities 2.8%
Real Estate 2.6%
Instruments & Components 2.6%
Building & Construction 2.5%
Energy Sources 2.5%
Steel 2.4%
Industrial Components 2.2%
Miscellaneous Materials 2.0%
Road & Rail Transport 1.9%
Chemicals 1.5%
Household Appliances 1.3%
Forest Products & Paper 1.1%
Non-Ferrous Metals 1.1%
Food & Household Products 0.9%
Textiles 0.7%
Leisure & Tourism 0.5%
Building Materials 0.5%
Data Processing & Reproduction 0.5%
Airlines 0.3%
Aerospace &Defense 0.3%
Gold Mines 0.3%

CHANGES IN PORTFOLIO ASSET ALLOCATION
Portfolio of investments
as of 6/30/96 ...Compared to 12/31/95

Europe 37% Europe 44%
Pacific Basic 13% Pacific Basic 36%
Japan 47% Japan 17%
North America 3% North America 2%
Latin America 1%
<PAGE>
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FUND DATA All Periods Ending June 30, 1996 (unaudited)
<TABLE>
<CAPTION>
TOTAL RETURNS
-----------------------------------------------
SINCE
SIX ONE FIVE 3/1/91
MONTHS** YEAR YEAR* INCEPTION*
-------- ---- ----- ----------
<S> <C> <C> <C> <C>
Landmark International Equity Fund
without Sales Charge.................................... 5.72% 13.43% 8.04% 7.03%
Lipper International Equity Funds Average................ 8.02% 15.46% 11.02% 9.17%
MSCI EAFE Index.......................................... 4.67% 13.62% 10.33% 7.36%
Landmark International Equity Fund
with Maximum Sales Charge of 4.75%...................... 0.70% 8.05% 6.99% 6.05%

*Average Annual Total Return
**Not Annualized
+Since 2/28/91

Income Dividends Per Share $0.010
Capital Gain Distribution $0.811
</TABLE>

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PERFORMANCE HIGHLIGHTS

A $10,000 investment in the Fund made on inception date would have grown to
$13,685 with sales charge (as of 6/30/96). The graph shows how this compares
to our benchmarks over the same period.

The graph includes the initial sales charge on the Fund (no comparable charge
exists for the other indices) and assumes all dividends and distributions
from the Fund are reinvested at Net Asset Value.

LANDMARK INTERNATIONAL

Landmark Landmark Lipper
International International International MSCI
Equity - Equity - Equity EAFE
With Out Sales with Sales Funds Index
Charge Charge Average (Unmanaged)
-------------- ------------- ------------- -----------
Feb-91 $10,000 $9,525 $10,000 $10,000
Mar-91 $9,420 $8,973 $9,708 $9,400
Apr-91 $9,740 $9,277 $9,831 $9,495
May-91 $9,740 $9,277 $9,942 $9,595
Jun-91 $9,760 $9,296 $9,451 $8,889
Jul-91 $9,800 $9,335 $9,828 $9,329
Aug-91 $9,910 $9,439 $9,749 $9,141
Sep-91 $10,150 $9,668 $10,023 $9,659
Oct-91 $10,200 $9,716 $10,082 $9,798
Nov-91 $9,860 $9,392 $9,746 $9,344
Dec-91 $10,161 $9,678 $10,204 $9,832
Jan-92 $10,411 $9,917 $10,282 $9,628
Feb-92 $10,602 $10,098 $10,283 $9,289
Mar-92 $10,090 $9,611 $9,928 $8,681
Apr-92 $10,361 $9,869 $10,144 $8,728
May-92 $10,933 $10,414 $10,650 $9,317
Jun-92 $10,622 $10,118 $10,358 $8,881
Jul-92 $10,171 $9,688 $9,972 $8,660
Aug-92 $10,221 $9,735 $10,073 $9,209
Sep-92 $9,910 $9,439 $9,865 $9,033
Oct-92 $9,749 $9,286 $9,595 $8,565
Nov-92 $9,900 $9,430 $9,633 $8,650
Dec-92 $10,013 $9,537 $9,742 $8,700
Jan-93 $10,013 $9,537 $9,792 $8,705
Feb-93 $9,973 $9,499 $10,039 $8,973
Mar-93 $10,536 $10,035 $10,603 $9,761
Apr-93 $10,797 $10,284 $11,148 $10,692
May-93 $11,089 $10,562 $11,401 $10,923
Jun-93 $10,827 $10,313 $11,172 $10,755
Jul-93 $10,797 $10,284 $11,506 $11,133
Aug-93 $11,390 $10,849 $12,241 $11,737
Sep-93 $11,501 $10,955 $12,216 $11,475
Oct-93 $12,044 $11,472 $12,791 $11,831
Nov-93 $11,813 $11,251 $12,383 $10,799
Dec-93 $12,999 $12,381 $13,609 $11,581
Jan-94 $13,632 $12,985 $14,401 $12,563
Feb-94 $13,089 $12,468 $14,076 $12,530
Mar-94 $12,144 $11,567 $13,424 $11,993
Apr-94 $12,144 $11,567 $13,750 $12,505
May-94 $12,084 $11,510 $13,714 $12,436
Jun-94 $11,903 $11,338 $13,559 $12,615
Jul-94 $12,185 $11,606 $13,935 $12,739
Aug-94 $12,748 $12,142 $14,347 $13,043
Sep-94 $12,456 $11,864 $13,993 $12,635
Oct-94 $12,345 $11,759 $14,259 $13,058
Nov-94 $11,973 $11,405 $13,559 $12,434
Dec-94 $11,509 $10,962 $13,419 $12,515
Jan-95 $10,654 $10,148 $12,739 $12,036
Feb-95 $10,915 $10,397 $12,757 $12,005
Mar-95 $11,771 $11,211 $13,162 $12,758
Apr-95 $12,052 $11,480 $13,590 $13,241
May-95 $12,243 $11,662 $13,703 $13,086
Jun-95 $12,666 $12,064 $13,703 $12,860
Jul-95 $13,330 $12,697 $14,439 $13,664
Aug-95 $13,360 $12,726 $14,169 $13,146
Sep-95 $13,642 $12,994 $14,378 $13,406
Oct-95 $13,481 $12,840 $14,206 $13,050
Nov-95 $13,340 $12,706 $14,351 $13,416
Dec-95 $13,590 $12,945 $14,787 $13,960
Jan-96 $13,782 $13,127 $15,123 $14,020
Feb-96 $13,631 $12,983 $15,180 $14,070
Mar-96 $13,994 $13,329 $15,437 $14,373
Apr-96 $14,449 $13,762 $15,917 $14,794
May-96 $14,327 $13,647 $15,869 $14,525
Jun-96 $14,368 $13,685 $15,974 $14,610

Notes: All Fund performance numbers represent past performance, and are no
guarantee of future results. The Fund's share price and investment return
will fluctuate, so that the value of an investor's shares, when redeemed, may
be worth more or less than their original cost. Total returns include change
in share price and reinvestment of dividends and distributions, if any. Total
return figures "with sales charge" are provided in accordance with SEC
guidelines for comparative purposes for prospective investors.

<PAGE>
Landmark International Equity Fund
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES June 30, 1996 (unaudited)

ASSETS:
Investment in International Equity Portfolio, at value (Note 1A) . $31,815,983
Receivable for shares of beneficial interest...................... 541,348
Deferred organization expenses (Note 1D).......................... 1,020
Other assets...................................................... 59,007
-----------
Total assets.................................................. 32,417,358
-----------

LIABILITIES:
Payable for shares of beneficial interest repurchased............. 157,056
Payable to affiliates--Shareholder servicing agents' fees (Note 2B) 6,818
Accrued expenses.................................................. 6,562
-----------
Total liabilities............................................. 170,436
-----------
NET ASSETS for 2,404,909 shares of beneficial interest outstanding $32,246,922
===========

NET ASSETS CONSIST OF:
Paid-in capital................................................... $26,816,872
Unrealized appreciation........................................... 3,552,578
Accumulated net realized gain..................................... 1,759,809
Undistributed net investment income............................... 117,663
-----------
Total......................................................... $32,246,922
===========

NET ASSET VALUE AND REDEMPTION PRICE PER SHARE OF
BENEFICIAL INTEREST ............................................ $13.41
======

COMPUTATION OF OFFERING PRICE:
Maximum Offering Price per share based on a 4.75%
sales charge ($13.41/0.9525)..................................... $14.08
======

INVESTMENT INCOME (Note 1B):
Dividend Income from International Equity Portfolio... $ 298,163
Interest Income from International Equity Portfolio... 72,696
Other Income Foreign Tax Reclaim...................... 43,467
Allocated Expenses from International Equity Portfolio (200,946) $ 213,380
---------

EXPENSES:
Shareholder Servicing Agents' fees (Note 2B).......... 41,712
Administrative fees (Note 2A)......................... 50,055
Distribution fees (Note 3)............................ 16,685
Amortization of organization expenses (Note 1D)....... 8,439
Expense fees (Note 6)................................. 8,814
---------
Total expenses.................................... 125,705
Less aggregate amount waived by Administrator
(Note 2A)........................................ (33,370) 92,335
--------- ----------
Net investment income............................ 121,045
----------

NET REALIZED AND UNREALIZED GAIN (LOSS) AND FOREIGN CURRENCY TRANSACTIONS FROM
INTERNATIONAL EQUITY PORTFOLIO:
Net realized gain (loss) ............................. 1,760,058
Net change in unrealized appreciation (depreciation) . 67,908
----------
Net realized and unrealized gain (loss) from
International Equity Portfolio ...................... 1,827,966
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $1,949,011
==========

See notes to financial statements
<PAGE>
Landmark International Equity Fund
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30, 1996 YEAR ENDED
(UNAUDITED) DECEMBER 31, 1995
------------- -----------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS:
Net investment income......................................... $ 121,045 $ 30,904
Net realized gain (loss)...................................... 1,760,058 3,448,708
Net change in unrealized appreciation (depreciation).......... 67,908 1,423,077
------------ ------------
Net increase in net assets resulting from operations.......... 1,949,011 4,902,689
------------ ------------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income......................................... (22,418) (114,253)
Net realized gain............................................. (1,818,120) --
------------ ------------
Total distributions to shareholders.......................... (1,840,538) (114,253)
------------ ------------

TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST (Note 5):
Net proceeds from sale of shares.............................. 9,639,967 9,618,936
Net asset value of shares issued to shareholders from
reinvestment of dividends.................................... 1,622,418 102,765
Cost of shares repurchased.................................... (11,283,184) (11,199,133)
------------ ------------
Net increase (decrease) in net assets resulting from
transactions in shares of beneficial interest................ (20,799) (1,477,432)
------------ ------------
NET INCREASE IN NET ASSETS ................................... 87,674 3,311,004

NET ASSETS:
Beginning of period........................................... 32,159,248 28,848,244
------------ ------------
End of period (including undistributed net investment income
of $117,663 and distributions in excess of net investment
income of $19,036)........................................... $ 32,246,922 $ 32,159,248
============ ============
</TABLE>

See notes to financial statements
<PAGE>
Landmark International Equity Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
SIX MONTHS MARCH 1, 1991
ENDED YEAR ENDED DECEMBER 31, (COMMENCEMENT OF
JUNE 30, 1996 --------------------------------------------- OPERATIONS) TO
(UNAUDITED) 1995 1994# 1993# 1992# DECEMBER 31, 1991#
----------- ---- ----- ----- ----- ------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, beginning of period $ 13.46 $ 11.44 $ 12.93 $ 9.96 $ 10.13 $ 10.00
------- ------- ------- ------- ------- -------
Income From Operations:
Net investment income (loss)............ 0.051 0.013** 0.001** (0.003)** 0.052 0.098
Net realized and unrealized gain (loss) 0.720 2.055** (1.483)** 2.973** (0.199) 0.062
------- ------- ------- ------- ------- -------
Total from investment operations 0.771 2.068 (1.482) 2.970 (0.147) 0.160
------- ------- ------- ------- ------- -------
Less Distributions From:
Net investment income.............. (0.010) (0.048) (0.001) -- (0.023) (0.030)
In excess of net investment income -- -- (0.007) -- -- --
Net realized gain on investments... (0.811) -- -- -- -- --
------- ------- ------- ------- ------- -------
Total from distributions........... (0.821) (0.048) (0.008) -- (0.023) (0.030)
------- ------- ------- ------- ------- -------
Net Asset Value, end of period.......... $ 13.41 $ 13.46 $ 11.44 $ 12.93 $ 9.96 $ 10.13
======= ======= ======= ======= ======= =======
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted) $32,247 $32,159 $28,848 $28,088 $ 6,711 $ 4,031
Ratio of expenses to average net assets 1.75%(A)* 1.75%(A) 1.75%(A) 1.75% 1.75% 1.75%*
Ratio of net investment income (loss) to
average net assets.................... 0.73%* 0.10% 0.00% (0.02)% 0.57% 1.03%*
Portfolio turnover (B).................. -- -- 5% 36% 42% 29%
Total return............................ 5.72%+ 18.08% (11.46)% 29.82% (1.45)% 1.61%+

Note: If Agents of the Fund for the periods indicated had not voluntarily waived a portion of their fees and expenses had
been limited to that required by certain state securities laws, the net investment income (loss) per share and the ratios
would have been as follows:
Net investment income per share..... $0.037 $0.013 $(0.018)** $(0.116)** $(0.016) $0.028
Ratios:
Expenses to average net assets...... 1.96%(A)* 1.75%(A) 1.90%(A) 2.50% 2.50% 2.50%*
Net investment income (loss) to
average net assets................. 0.53%* 0.10% (0.15)% (0.77)% (0.18)% 0.29%*
<FN>
* Annualized.
+ Not Annualized.
** The per share amounts were computed using a monthly average number of shares outstanding during the year.
(A) Includes the Fund's share of International Equity Portfolio allocated expenses for the periods subsequent to May 1, 1994.
(B) Portfolio turnover represents the rate of portfolio activity for the period while the Fund was making investments directly
in securities. The portfolio turnover rate for the period since the Fund transferred all of its investable assets to the
Portfolio is shown in the Portfolio's financial statements which are included elsewhere in this report.
# On May 1, 1994, the Fund began investing all of its investable assets in International Equity Portfolio.
</TABLE>

See notes to financial statements
<PAGE>
Landmark International Equity Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (unaudited)

(1) SIGNIFICANT ACCOUNTING POLICIES
Landmark International 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 International 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 67.7% at June 30, 1996) in the net assets of the Portfolio.

The preparation of financial statements 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 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 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.

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. DEFERRED ORGANIZATION EXPENSES -- Expenses incurred by the Fund in connection
with its organization have been deferred and are being amortized on a
straightline basis through 1996.

E. 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.

F. 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 reclassified $111,361 to undistributed net investment income,
$13,067 to paid-in-capital and $124,428 from accumulated loss on investments.

(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 fee paid
to the Administrator by the Fund, 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 0.30% of the Fund's average daily
net assets. The Administrative fees amounted to $50,055 of which $33,370 was
voluntarily waived for the six months ended June 30, 1996. 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 $41,712 for the six months
ended June 30, 1996.

(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. 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. The distribution fees amounted to $16,685 for the six months ended June
30, 1996.

(4) INVESTMENT TRANSACTIONS
Increase and decrease in the Fund's investment in the Portfolio for the six
months ended June 30, 1996 aggregated $9,130,757 and $11,466,516, 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:

SIX MONTHS
ENDED YEARS ENDED
JUNE 30, 1996 DECEMBER 31,
(UNAUDITED) 1995
--------- ---------
Shares sold.................... 707,877 783,692
Shares issued to shareholders
from reinvestment of
dividends..................... 120,805 7,761
Shares repurchased............. (813,691) (924,006)
------- -------
Net (decrease) increase..... 14,991 (132,553)
======= =======

(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
and expenses waived by the Administrator, would on an annual basis exceed an
agreed upon rate, currently 1.75% of average daily net assets.
<PAGE>
International Equity Portfolio
- --------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS June 30, 1996 (unaudited)

ISSUER/INDUSTRY SHARES VALUE
- --------------------------------------------------------------------------

COMMON STOCKS -- 96.4%

AMERICAN DEPOSITARY RECEIPTS (ADR) - 2.4%
Royal Dutch Petroleum Co.
Energy Sources............................ 1,850 $ 285,934
Turkiye Garanti Bankasi
Banking................................... 139,050 834,300
-----------
1,120,234
-----------
GLOBAL DEPOSITARY RECEIPTS (GDR) - 0.8%
Samsung Electronics Co. Ltd.
Electrical Electronics 144A............... 11,979 287,496
Samsung Electronics Co. Ltd. Wts.
Electronic Electronics 144A............... 47 2,374
Samsung Electronics Co. Ltd.
(Preferred Shares)
Electronics 144A.......................... 512 25,893
Samsung Electronics Co. Ltd. Rts.
Electronics 144A.......................... 3,610 86,640
-----------
402,403
-----------
AUSTRALIA - 2.5%
Amcor Limited
Miscellaneous Materials................... 71,250 484,329
News Corp.
Business & Public......................... 100,703 570,580
News Corp (Preferred Shares)
Business & Public......................... 20,455 99,662
-----------
1,154,571
-----------
CANADA - 2.1%
Alcan Aluminum Ltd.
Non-Ferrous Metals........................ 2,250 68,476
Avenor Inc. Co.
Forest Products & Paper................... 4,400 71,225
Barrick Gold Corp.
Gold Mines................................ 4,500 122,120
Canadian Natural Resources Ltd.
Forest Products & Paper................... 6,200 115,576
Cominco Ltd.
Non-Ferrous & Metals...................... 4,900 106,064
Franco-Nevada Mining Ltd.
Miscellaneous Materials................... 1,500 95,037
Inco Ltd.
Steel..................................... 3,400 109,449
Placer Dome Group Inc. Com.
Multi-Industry............................ 2,700 64,571
Renaissance Energy Ltd.
Forest Products & Paper................... 2,700 71,196
Talisman Energy Inc.
Forest Products & Paper................... 5,000 116,279
Westin Resources
Miscellaneous Materials................... 12,000 65,482
-----------
1,005,475
-----------
FRANCE - 7.0%
AGF (Assurances Generales
de France)
Insurance................................. 6,600 178,873
Air Liquide French
Chemicals................................. 850 150,217
AXA Company
Insurance................................. 3,200 175,194
Axime (Ex Segin)
Financial Services........................ 1,500 209,972
Bouygues
Building & Construction................... 1,500 167,394
Canal Plus
Business & Public Service................. 850 208,057
Carrefour Supermarche
Retailing................................. 495 277,548
CIE Generale Des Eaux
Electrical & Gas Utilities................ 1,500 167,686
Credit Commercial de France
Banking................................... 3,300 153,081
Credit Local de France
Financial Services........................ 1,800 146,630
Legris Industries
Building & Construction................... 3,800 174,354
Louis Vitton-Moet Hennesy
Beverages & Tobacco....................... 700 166,169
Michelin "B" Shares
Industrial Components..................... 3,700 180,988
Primagaz
Energy Sources............................ 1,150 127,665
Printemps
Retailing................................. 600 210,088
Salomon S.A.
Household Appliances...................... 63 57,627
Sodexho
Multi-Industry............................ 500 222,026
Total CIE Francaise Petrole
Energy Services........................... 2,400 178,149
Unibail
Real Estate............................... 1,500 149,897
-----------
3,301,615
-----------
GERMANY - 7.7%
Allianz AG Holdings
Insurance................................. 205 355,168
Bayer AG
Chemicals................................. 5,800 204,977
Daimler-Benz AG
Automobiles............................... 575 307,934
Daimler-Benz Aus (Warrants)
Automobiles............................... 575 79
Deutche Bank AG
Banking .................................. 12,390 586,547
Gehe AG
Pharmaceuticals & Health.................. 275 184,792
Mannesmann AG
Machinery & Engineering................... 765 264,574
Puma AG
Leisure & Tourism......................... 917 32,950
Rhoen-Klinikum
Pharmaceuticals & Health.................. 2,860 376,093
SAP AG VORZUG (Preferred Shares)
Data Processing & Reproduction............ 1,400 207,759
SGL Carbon AG
Non-Ferrous Metals........................ 1,514 177,192
Tarkett International
Food & Household Products................. 8,321 175,622
Veba AG
Electrical & Gas Utilities................ 11,980 632,220
Volkswagenwerk AG
Automobiles............................... 310 115,265
-----------
3,621,172
-----------
HONG KONG - 1.1%
Swire Pacific Ltd. "A"
Multi-Industry............................ 60,000 513,516
-----------
INDONESIA - 3.6%
PT Hanjaya Mandala Sampoerna
Beverages & Tobacco....................... 150,000 1,707,841
-----------
ITALY - 3.7%
Assicurazioni Generali
Insurance................................. 5,564 128,995
Credito Italiano
Banking .................................. 149,733 176,024
Eni Spa
Energy Sources............................ 55,320 276,248
Fiat Spa
Automobiles............................... 60,680 204,810
Instituto Banc San Paolo Torina
Banking................................... 34,530 222,405
Instituto Mobiliare Italiano
Banking................................... 23,921 201,160
Italgas
Electrical & Gas Utilities................ 23,810 89,322
Stet D Risp Non Cvt.
Telephone Utilities....................... 33,903 89,233
Telecom Italia Mobile
Telephone Utilities....................... 148,894 333,933
-----------
1,722,130
-----------
JAPAN - 44.7%
Amway Japan Ltd.
Household Appliances ..................... 10,000 502,903
Asahi Bank Ltd.
Banking .................................. 55,000 638,687
Autobacs Seven
Automobiles............................... 6,000 581,539
Canon Inc.
Electrical & Electronics.................. 24,000 500,343
Dai-Ichi Kangyo Bank
Banking .................................. 42,000 783,432
DDI Corporation
Telephone Utilities....................... 35 305,948
Ebara Corporation
Machinery & Engineering................... 40,000 640,059
Fanuc Company
Machinery & Engineering................... 2,800 111,626
Fuji Bank
Banking .................................. 35,000 755,269
Industrial Bank of Japan
Banking .................................. 17,000 422,804
Ito Yokado Corp.
Retailing................................. 15,000 906,597
Kawasaki Steel
Steel..................................... 136,000 491,199
Kyocera Corp.
Multi-Industry............................ 6,000 425,182
Matsushita Electric Industries
Electrical & Electronics.................. 26,000 484,983
Mitsubishi Estate Co. Ltd.
Real Estate............................... 40,000 552,279
Mitsubishi Heavy
Machinery................................. 70,000 609,976
Mitsubishi Trust
Financial Services........................ 26,000 439,812
Nippon Sheet Glass
Miscellaneous Materials................... 50,000 245,508
Nippon Denso
Automobiles............................... 30,000 652,860
NKK Corporation
Steel..................................... 163,000 494,820
Nomura Securities Co. Ltd.
Financial Services........................ 26,000 508,755
Ohbayashi-Gumi Corp.
Building & Construction................... 70,000 634,298
Osaka Gas Co. Ltd.
Electrical & Gas Utilities................ 115,000 421,661
Sankyo Co. Ltd.
Pharmaceutical & Health................... 22,000 571,298
Sanyo Electric Co. Ltd.
Instruments & Components.................. 75,000 458,787
Secom Co. Ltd.
Business & Public Services................ 10,000 662,003
Seven Eleven Japan Ltd.
Retailing................................. 8,000 511,315
Shin-Etsu Chemical Co.
Chemicals................................. 16,800 322,589
Shohkoh Fund
Financial Services........................ 2,200 462,671
Sumitomo Bank
Banking .................................. 40,000 775,385
Sumitomo Electric Industries
Industrial Components..................... 34,000 488,090
TDK Corp.
Instruments & Components.................. 10,000 597,998
Teijin Limited
Textiles.................................. 55,000 299,227
The Bank of Tokyo Mitsubishi
Banking .................................. 33,050 767,586
Tobu Railroad Co. Ltd.
Road & Rail Transport..................... 77,000 506,222
Tohoku Electric Power
Electrical & Gas Utilities................ 18,000 403,239
Tokio Marine & Fire
Insurance................................. 45,000 600,741
Tokyu Corp.
Real Estate .............................. 50,000 381,749
Toyota Motor Co.
Automobiles............................... 30,000 751,614
Yamato Transport Co. Ltd.
Road & Rail Transport..................... 28,000 330,270
-----------
21,001,324
-----------
MALAYSIA - 2.2%
Leader Universal Holdings Ltd.
Industrial Components .................... 116,000 327,841
United Engineers
Machinery & Engineering................... 100,000 693,526
-----------
1,021,367
-----------
NETHERLANDS - 4.2%
Be Semiconductor Industries
Instrument & Components................... 7,100 106,989
Elsevier
Business & Public Services................ 19,000 288,537
Heineken NV
Beverges & Tobacco........................ 1,000 223,629
IHC Caland NV
Building & Construction................... 2,500 123,131
International Nederlanden Group
Insurance................................. 10,250 305,907
KLM Royal Dutch Airlines
Airlines.................................. 4,700 150,466
Oce-Van Der Grinten
Machinery & Engineering................... 2,322 246,155
Security Capital U.S. Realty
Real Estate............................... 9,900 112,860
Unilever NV
Food & Household Products................. 900 130,343
Vendex International NV
Retailing................................. 5,400 188,391
Verenigde Nederlandse
Business & Public......................... 6,500 100,998
-----------
1,977,406
-----------
SPAIN - 2.9%
Acerinox SA
Multi-Industry............................ 511 53,453
Alba Corp. Finance
Machinery & Engineering................... 691 57,545
Aumar
Building & Construction................... 2,821 36,473
Banco Bilbao Vizcaya
Banking .................................. 6,941 281,423
Banco Popular Espanola
Banking .................................. 807 143,993
Corporation Mapfre
Insurance................................. 1,912 97,687
Gas Natural SDG S.A.
Electrical & Gas Utilities................ 543 114,110
Iberdrola S.A.
Electrical & Gas Utilities................ 12,032 123,605
Repsol S.A.
Energy Sources............................ 3,472 120,837
Sol Melia S.A.
Leisure & Tourism......................... 217,000 42,544
Telefonica de Espana
Telephone Utilities....................... 13,175 242,905
Union Electrica Fenosa S.A.
Electrical & Gas Utilities................ 9,587 61,714
-----------
1,376,289
-----------
SWEDEN - 1.9%
Astra AB
Pharmaceuticals & Health.................. 2,700 117,961
Ericcson AB
Electrical & Electronics.................. 4,000 86,471
Esselte B
Business & Public Services................ 2,780 56,946
Hennes & Mauritz
Retailing................................. 1,120 104,129
Kinnevik AB
Machinery & Engineering................... 2,840 86,296
Sparbanken Sverige AB
Banking .................................. 9,640 125,329
Stora Kopparberges
Forest Products........................... 9,200 121,695
Svedala Industri AB
Machinery & Engineering................... 1,796 34,074
Swedish Match AB
Miscellaneous Materials................... 6,370 19,837
Tornet Fastighets AB
Real Estate............................... 1,000 8,163
Volvo Aktiebolag
Automobiles............................... 5,370 122,582
-----------
883,483
-----------
SWITZERLAND - 0.1%
Roche Holding AG-Genusschein
Pharmaceutical & Health .................. 5 38,175
-----------
THAILAND - 1.6%
Bangkok Bank Public Co. Ltd.
Banking .................................. 7,000 661,808
Bangkok Bank Co. Ltd
Banking .................................. 6,000 81,308
-----------
743,116
-----------
UNITED KINGDOM - 7.9%
BAT Industries
Multi-Industry............................ 14,875 115,735
British Aerospace PLC
Aeorspace & Defense....................... 9,774 148,223
British Petroleum Co. PLC
Energy Sources............................ 17,082 149,753
British Telecommunications PLC
Telephone Utilities....................... 35,687 191,206
Cable & Wireless
Telephone Utilities....................... 14,515 95,917
Cadbury Schwepps PLC
Food & Household Products................. 15,843 125,235
Dixons Group PLC
Retailing................................. 16,089 131,677
Glaxo Wellcome PLC
Pharmaceuticals & Health.................. 11,680 157,175
Glynwed International PLC
Machinery & Engineering................... 24,314 119,320
Hanson Trust PLC
Multi-Industry............................ 40,193 112,668
Inchape PLC
Business & Public Services................ 26,135 118,922
Kingfisher PLC
Retailing................................. 12,744 127,952
Lloyds TSB Group PLC
Banking................................... 23,775 116,306
Logica PLC
Business & Public Services................ 11,007 110,255
London International Group
Pharmaceuticals & Health.................. 48,331 113,901
MFI Furniture Group PLC
Retailing................................. 83,641 225,367
Pilkington Brothers
Building Materials........................ 34,410 96,724
Royal Bank of Scotland Group PLC
Banking................................... 15,135 115,878
RTZ Corp.
Non Ferrous Metals........................ 9,590 141,933
Securicor Group PLC "A"
Multi-Industry............................ 18,285 74,257
Smiths Industries PLC
Machinery & Engineering................... 10,514 114,953
Standard Chartered PLC
Banking................................... 13,880 138,172
Sun Alliance Group
Insurance................................. 18,834 108,807
Thorn EMI PLC
Leisure & Tourism......................... 5,695 158,667
Whitbread & Co. Class "A"
Beverages & Tobacco....................... 20,978 230,984
WPP Group
Business & Public Services................ 35,958 121,178
Wolseley PLC
Building Materials........................ 16,382 115,630
Zeneca Group PLC
Pharmaceuticals & Health.................. 6,155 136,065
-----------
3,712,860
-----------
TOTAL COMMON STOCKS
(Identified Cost $40,961,454)............. 45,302,977
-----------

CORPORATE BONDS -- 3.0%
Principal
Amount
----------
Industrial Credit & Investment
of India 2.50% due 4/03/00................ $ 750,000 615,000
Sampo Corporation
2.625% due 11/23/01....................... 700,000 798,000
-----------

TOTAL CORPORATE BONDS
(Identified Cost $1,460,000).............. 1,413,000
-----------
TOTAL INVESTMENTS
(Identified Cost $42,421,454)............. 99.4% 46,715,977
OTHER ASSETS,
LESS LIABILITIES.......................... 0.6% 298,408
----- -----------
NET ASSETS.................................. 100.0% $47,014,385
===== ===========

See notes to financial statements.
<PAGE>
International Equity Portfolio
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES June 30, 1996 (unaudited)

ASSETS:
Investments at value (Note 1A) (Identified Cost, $42,421,454) $46,715,977
Foreign currency, at value (Cost, $78,726)................... 62,950
Cash......................................................... 16,495
Receivable for investments sold ............................. 596,544
Dividends and interest receivable............................ 113,010
-----------
Total assets............................................... 47,504,976
-----------
LIABILITIES:
Payable for securities purchased............................. 442,915
Payable to affiliates--Investment advisory fees (Note 2)..... 39,715
Accrued expenses and other liabilities....................... 7,961
-----------
Total liabilities.......................................... 490,591
-----------
NET ASSETS .................................................. $47,014,385
-----------
REPRESENTED BY:
Paid-in capital for beneficial interests..................... $47,014,385
===========
See notes to financial statements

International Equity Portfolio
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 1996 (unaudited)

INVESTMENT INCOME:
Dividends (net of foreign withholding tax of $87,297) $ 408,581
Interest............................................. 95,765
----------
Total investment income............................ $ 504,346
EXPENSES:
Investment advisory fees (Note 2).................... 225,743
Administrative fees (Note 3)......................... 11,287
Expense fees (Note 6)................................ 33,889
----------
Total expenses..................................... 270,919
----------
Net investment income.............................. 233,427
----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) from investment transactions 2,133,485
Net realized loss on foreign exchange transactions... (130,687)
----------
Net realized gain (loss)........................... 2,002,798
----------
Unrealized appreciation (depreciation) of investments--
Beginning of period................................ 3,807,712
End of period...................................... 4,294,523 486,811
----------
Translation of other assets and liabilities
denominated in foreign currencies--net............. (6,043)
----------
Net change in unrealized appreciation (depreciation) 480,768
----------
Net realized and unrealized gain on investments.... 2,483,566
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $2,716,993
==========

See notes to financial statements
<PAGE>
International Equity Portfolio
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
SIX MONTHS YEAR
JUNE 30, 1996 ENDED
(UNAUDITED) DECEMBER 31, 1995
----------- -----------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS:
Net investment income.................................................... $ 233,427 $ 202,735
Net realized gain (loss) on investments and foreign exchange transactions 2,002,798 3,779,752
Net change in unrealized appreciation (depreciation) of investments...... 480,768 1,878,598
----------- -----------
Net increase (decrease) in net assets resulting from operations...... 2,716,993 5,861,085
----------- -----------

CAPITAL TRANSACTIONS:
Proceeds from contributions.............................................. 15,977,118 14,645,582
Value of withdrawals..................................................... (11,793,289) (12,545,928)
----------- -----------
Net increase in net assets from capital transactions................. 4,183,829 2,099,654
----------- -----------

NET INCREASE IN NET ASSETS: ............................................. 6,900,822 7,960,739
NET ASSETS:
Beginning of period...................................................... 40,113,563 32,152,824
----------- -----------
End of period............................................................ $47,014,385 $40,113,563
=========== ===========
</TABLE>
See notes to financial statements

International Equity Portfolio
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
MAY 1, 1994
SIX MONTHS YEAR (COMMENCEMENT
JUNE 30, 1996 ENDED OF OPERATIONS) TO
(UNAUDITED) DECEMBER 31, 1995 DECEMBER 31, 1994
--------------- ----------------- -----------------
RATIOS/SUPPLEMENTAL DATA:
<S> <C> <C> <C>
Net Assets, end of period (000's omitted)........... $47,014 $40,114 $32,153
Ratio of expenses to average net assets............. 1.20%* 1.20% 1.22%*
Ratio of net investment income to average net assets 1.03% 0.59%* 0.60%*
Portfolio turnover.................................. 51% 51% 25%
Average commission rate per share (A)............... $0.036 N/A N/A
<FN>
* Annualized
(A) The average commission rate paid is applicable for Funds that invest greater than 10% of average net assets in
equity transactions on which commissions are charged. This disclosure is required for fiscal periods beginning
on or after September 1, 1995.
</TABLE>
See notes to financial statements
<PAGE>
International Equity Portfolio
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (unaudited)

(1) SIGNIFICANT ACCOUNTING POLICIES
International 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 Portfolio's Administrator.

The preparation of financial statements in accordance with generally accepted
accounting principles require 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 approved by the Board of
Trustees, 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. 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, expenses 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. 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 AND OTHER TAXES -- The Portfolio is considered a
partnership under the U.S. Internal Revenue Code. Accordingly, no provision
for federal income taxes is necessary. The Portfolio may be subject to taxes
imposed by countries in which it invests. Such taxes are generally based on
income and/or capital gains earned or repatriated.Taxes are accrued and
applied to net investment income and net realized gains as such income and/or
gains are earned.

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 custidian 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 $225,743 for the six months ended
June 30, 1996. 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
administrative fees amounted to $11,287 for the six months ended June 30, 1996.
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 six months ended June 30, 1996, purchases and sales of investment
securities, other than short-term investments, aggre-gated $35,317,526 and
$20,959,814, respectively.

(5) FEDERAL INCOME TAX BASIS OF INVESTMENTS
The cost and unrealized appreciation/(depreciation) in value of the
investment securities owned at June 30, 1996 as computed on a federal income
tax basis, are as follows:

Aggregate cost................... $42,421,454
===========
Gross unrealized appreciation.... $ 5,193,483
Gross unrealized depreciation.... (898,960)
-----------
Net unrealized appreciation...... $ 4,294,523
===========

(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 and expenses waived by the Administrator 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 June 30, 1996.

(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 six months ended June 30,
1996, the commitment fee allocated to the Portfolio was $120. Since the line of
credit was established, there have been no borrowings.
<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:
Citibank, N.A.
Citigold
P.O. Box 5130, New York, NY 10126-5130
Call Your Citigold Executive or, in NY or CT, (800) 285-1701,
For all other states (800) 285-1707

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,
Registered Representative 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
Thomas M. Lenz*

TREASURER
John R. Elder*

*Affiliated Person of Administrator and Distributor

- --------------------------------------|--|--------------------------------------

INVESTMENT ADVISER
(OF INTERNATIONAL
EQUITY PORTFOLIO)
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 and 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 Cover)

This report is prepared for the information of shareholders. It is authorized
for distribution to prospective investors only when preceded or accompanied by
an effective prospectus.

INTL/IA/S/96 Printed on Recycled Paper

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

LANDMARK
INTERNATIONAL
EQUITY FUND

SEMI-ANNUAL
REPORT
JUNE 30, 1996
<PAGE>
- --------------------------------------------------------------------------------
A LETTER TO OUR SHAREHOLDERS

Dear Shareholder:

The first half of 1996 was one of generally improving economic and market
conditions in the emerging nations of Southeast Asia. Easing inflation fears,
higher interest rates and reduced trade deficits contributed to positive results
in most, but not all, of these markets. In this environment, Emerging Asian
Markets Equity Portfolio invested selectively to help Fund shareholders
participate in the most promising opportunities the region offers.

As the Fund's prospectus describes, The Landmark Funds' investment adviser,
Citibank, N.A., manages Emerging Asian Markets Equity Fund to provide long-term
capital growth. Through its investment in 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 and Thailand, and with the potential to invest
in South Korea, Taiwan, the People's Republic of China, India, Pakistan, Sri
Lanka and Vietnam.

This report reviews the Portfolio's investment activities and performance
during the six months ended June 30, 1996, and provides a summary of Citibank's
perspective on and outlook for emerging Asian financial markets. On behalf of
the Board of Trustees of the Landmark Funds, I want to thank you for your
confidence and participation. We look forward to serving you in the months and
years ahead.

/s/ Philip W. Coolidge

Philip W. Coolidge
President
July 19, 1996

TABLE OF CONTENTS
1 Letter to Shareholders
- -------------------------------------------
Market Environment
2 Fund Snapshot
Quotes from the Portfolio Manager
- -------------------------------------------
Portfolio Manager
3 The Portfolio Manager Responds
Strategy and Outlook
- -------------------------------------------
4 Emerging Asian Markets Equity
Portfolio by the Numbers
- -------------------------------------------
5 Fund Data
Performance Highlights

LANDMARK EMERGING ASIAN MARKETS EQUITY FUND
- -------------------------------------------
6 Statement of Assets and Liabilities
Statement of Operations
- -------------------------------------------
7 Statement of Changes in Net Assets
- -------------------------------------------
8 Financial Highlights
- -------------------------------------------
9 Notes to Financial Statements
- -------------------------------------------
EMERGING ASIAN MARKETS EQUITY PORTFOLIO
- -------------------------------------------
12 Portfolio of Investments
- -------------------------------------------
15 Statement of Assets and Liabilities
Statement of Operations
- -------------------------------------------
16 Statement of Changes in Net Assets
Financial Highlights
- -------------------------------------------
17 Notes to Financial Statements
<PAGE>
- --------------------------------------------------------------------------------
MARKET ENVIRONMENT

The first half of 1996 saw marked improvement in the economies and markets of
emerging Asian nations. Compared with 1995, 1996 has so far been
characterized by fewer inflationary pressures. As a result, the flow of
foreign investment funds has resumed, creating better liquidity and higher
demand for investments in the region's financial markets.

In Malaysia, apparent progress toward reducing the trade deficit supported
a local market rally of about 20% at its high in May. In Indonesia and the
Philippines, strong corporate earnings provided similar results with local stock
markets rising 23% and 27%, respectively, at their highs in April and May. These
three markets benefitted from higher interest rates, which helped ease the
inflation fears that drove the markets down in 1995.

Thailand represented one notable exception to the general improvement in
market conditions. While Thailand's economy has improved, political concerns
caused the Thai stock market to decline. Thailand's stock market fell 2.6% over
the six-month period.

- --------------------------------------------------------------------------------
FUND SNAPSHOT

COMMENCEMENT OF OPERATIONS
August 23, 1995

NET ASSETS AS OF 6/30/96
$12.3 million

FUND OBJECTIVE
Long-term capital growth; dividend income, if any, is incidental to this
investment objective.

DIVIDENDS
Paid semi-annually, if any

CAPITAL GAINS
Distributed annually, if any

BENCHMARKS
* Lipper Emerging Markets Funds Average
* MSCI EMF Far East Index (excluding Korea)

INVESTMENT ADVISER,
EMERGING ASIAN MARKETS EQUITY PORTFOLIO
Citibank, N.A.

- --------------------------------------------------------------------------------
QUOTES FROM THE PORTFOLIO MANAGER

"Throughout the region, higher interest rates helped ease inflation fears.
As a result, inflation has been holding steady in the 4% to 5% range."

"We put new funds to work in consumer companies that we expect to benefit
from the emergence of a new and large middle class."

"The Portfolio remained virtually fully invested until May, when we took some
profits and raised some cash to take advantage of new opportunities."
<PAGE>
- --------------------------------------------------------------------------------
PORTFOLIO MANAGER

SHERN LIANG TAN
Vice President

Mr.Tan is a Portfolio Manager for the Citibank Private Bank's Singapore
investment unit. His responsibilities include managing both Asian equity mutual
funds and portfolios for high net worth investors. His comprehensive expertise
includes the emerging as well as developed markets of Asia.

Mr. Tan has six years' experience managing investments in Asian equities.
He specializes in industrialized and emerging opportunities in Hong Kong,
Thailand, the Philippines, and New Zealand. He also covers the equity markets in
Australia, Singapore and Indonesia.

Mr. Tan graduated with Distinction from the University of Michigan, Ann
Arbor, and is a Certified Financial Analyst.

- --------------------------------------------------------------------------------
THE PORTFOLIO MANAGER RESPONDS

During the period, we continually adjusted the Portfolio's allocations to
participate in the most promising opportunities in the region. We increased
investments in the strongest markets -- Malaysia and the Philippines -- from 47%
and 9% of net assets at the start of the period, respectively, to 49% and 13% at
the end. Similarly, we reduced the percentage of assets invested in Thai stocks
from 31% to 23%. The amount allocated to Indonesia remained relatively flat. We
held any remaining assets as cash to take advantage of new investment
opportunities.

Despite these allocation changes, the Portfolio experienced relatively
little turnover in individual stocks as we continued to focus on companies
expected to benefit from several major investment themes, including growth of
the region's infrastructure, increased consumer spending and creation of new
telecommunications and electricity-generating capacity. Most significantly, the
percentage of assets invested in consumer-goods companies such as supermarkets
was increased significantly during the period.

All of these themes are part of a single overwhelming trend: the rapid
growth of the region as its economies switch from socialist principles to more
capitalist ones. Some of these nations are strengthening the roles they play in
the global economy while other are joining the international business community
for the first time. In our opinion, the long-term investment opportunities this
trend offers in Asia are compelling.

- --------------------------------------------------------------------------------
STRATEGY AND OUTLOOK

We remain cautiously optimistic about the continued rise of the region's
stock prices over the intermediate term. We are optimistic because of the
long-term growth characteristics discussed above; we temper that optimism with
caution because of the possibility of a short-term market correction. Indeed, we
have already begun to detect some weakness in Malaysia's stock market; yet, we
believe that the market will recover by year-end as Malaysian companies report
strong earnings gains. The near-term direction of Thailand's market will depend
largely on resolution of outstanding political issues. The outlook in Indonesia
and the Philippines remains bright with expectations for strong corporate
earnings and easing inflation pressures.

Regardless of the short-term economic and political forces affecting the
emerging Asian markets, we will continue to employ the disciplined investment
process that has so far worked well for the Fund and its shareholders. Our
intensive evaluation of the region's economies and markets is combined with
fundamental analysis of individual companies. Using this process, we create a
diversified portfolio of companies -- carefully allocated across the various
Asian markets -- that is designed to capture the rewards and control the risks
of investing in volatile emerging markets.
<PAGE>
Emerging Asian Markets Equity Portfolio
- --------------------------------------------------------------------------------
BY THE NUMBERS

TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO
(As of 6/30/96)
NAME NATION % OF NET ASSETS
Malayan Banking Berhad Malaysia 4.7%
Tenga Nasional Berhad Malaysia 4.7%
KFC Holdings Berhad Malaysia 4.2%
Philippine National Bank Philippines 4.1%
Larut Consolidated Malaysia 3.6%
Bangkok Bank Co. Ltd. Thailand 3.2%
Dhana SiamFinance Thailand 3.1%
Genting Berhad Malaysia 2.9%
Phatral ThanaKit Co Thailand 2.8%
Philippine Long Distance Philippines 2.7%

- ---------------------------------------------------------------------
INDUSTRIES AS A % OF THE PORTFOLIO
INDUSTRIES % OF COMMON STOCKS
---------- ------------------
Banking 24.1%
Finance 14.0%
Telecommunications 12.3%
Real Estate 11.4%
Public Utilities 4.8%
Restaurant 4.3%
Consumer 4.2%
Amusement & Recreation 3.0%
Building Material 2.8%
Financial Securities 2.4%
Miscellaneous 2.4%
Tobacco 1.9%
Electrical Equipment 1.4%
Infrastructure 1.2%
Motor Vehicles Equipment 1.1%
Utilities 1.1%
Water Transport of Freight 1.0%
Holding Cos.-Diversified 1.0%
Mining 1.0%
Pharmaceuticals 0.9%
Publishing 0.9%
Food Processing 0.8%
Forest Products 0.7%
Natural Gas 0.7%
Air Transportation 0.3%
Packaging & Container 0.2%
Plantation 0.1%

CHANGES IN PORTFOLIO ASSET ALLOCATION
Portfolio of investments
as of 6/30/96 ...Compared to 12/31/95
------------- -----------------------
Malaysia 49% Malaysia 47%
Thailand 23% Thailand 31%
Indonesia 15% Indonesia 13%
Philippines 13% Philippines 9%
<PAGE>
- --------------------------------------------------------------------------------
FUND DATA All Periods Ending June 30, 1996 (unaudited)

TOTAL RETURNS
-------------------------
SINCE
SIX 8/23/95
MONTHS* INCEPTION*
------- ----------
Landmark Emerging Asian Markets Equity Fund
without Sales Charge........................ 10.00% 10.29%
Lipper Emerging Markets Funds Average........ 14.71% 9.17%+
MSCI EMF/Far East Index (excluding Korea).... 11.53% 7.23%+
Landmark Emerging Asian Markets Equity Fund
with Maximum Sales Charge of 4.75%.......... 4.78% 5.05%

*Not annualized
+From 8/31/95

- --------------------------------------------------------------------------------
PERFORMANCE HIGHLIGHTS

A $10,000 investment in the Fund made on inception date would have increased
to $10,505 with sales charge (as of 6/30/96). The graph shows how this
compares to our benchmarks over the same period.

EMERGING ASIAN MARKETS EQUITY FUND

Landmark Landmark
Emerging Emerging
Asian Asian
Markets Markets Lipper MSCI EMF
Equity Equity Emerging Far East
Fund - Fund - Market Index
w/o Sales With Sales Funds (excluding
Charge Charge Average Korea)
------ ------ ------- ------
Jul-95 $10,000 $9,525 $10,000 $10,000
Aug-95 $9,870 $9,401 $9,798 $9,820
Sep-95 $9,600 $9,144 $9,798 $9,631
Oct-95 $9,380 $8,934 $9,370 $9,266
Nov-95 $9,200 $8,763 $9,171 $9,010
Dec-95 $10,026 $9,550 $9,460 $9,615
Jan-96 $10,949 $10,429 $10,293 $10,307
Feb-96 $10,838 $10,324 $10,224 $10,326
Mar-96 $11,109 $10,582 $10,278 $10,537
Apr-96 $11,590 $11,040 $10,724 $11,052
May-96 $11,410 $10,868 $10,859 $10,886
Jun-96 $11,029 $10,505 $10,917 $10,723

<PAGE>
Landmark Emerging Asian Markets Equity Fund
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES June 30, 1996 (unaudited)

<TABLE>
<S> <C>
ASSETS:
Investment in Emerging Asian Markets Equity Portfolio, at value (Note 1A)....... $12,327,703
Other assets.................................................................... 580
-----------
Total assets.................................................................... 12,328,283
-----------
LIABILITIES:
Payable for shares of beneficial interest repurchased........................... 3,525
-----------

NET ASSETS for 1,120,860 shares of beneficial interest outstanding.............. $12,324,758
===========
NET ASSETS CONSIST OF:
Paid-in capital................................................................. $11,479,233
Unrealized appreciation of investments and foreign currency translations........ 724,793
Undistributed net investment income............................................. 63,930
Accumulated net realized gain on investments.................................... 56,802
-----------
Total....................................................................... $12,324,758
===========
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE OF BENEFICIAL INTEREST ......... $11.00
======
COMPUTATION OF OFFERING PRICE:
Maximum Offering Price per share based on a 4.75% sales charge ($11.00 / 0.9525) $11.55
======
</TABLE>

See notes to financial statements

Landmark Emerging Asian Markets Equity Fund
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 1996 (unaudited)

<TABLE>
<S> <C> <C>
INVESTMENT INCOME (NOTE 1B):
Dividend Income from Emerging Asian Markets Equity Portfolio.................... $52,956
Interest Income from Emerging Asian Markets Equity Portfolio.................... 14,010
Other Income Foreign Tax Reclaim................................................ 18 $ 66,984
-------

EXPENSES:
Administrative fees (Note 2A)................................................... 14,911
Shareholder Servicing Agents' fees (Note 2B).................................... 12,426
Distribution fees (Note 3)...................................................... 4,971
Expense fee (Note 6)............................................................ 7,757
-------
Total expenses.............................................................. 40,065

Less aggregate amount waived by Administrator, Shareholder Servicing Agents
and Distributor (Notes 2A, 2B and 3).......................................... (32,308)
Expenses assumed by the Administrator........................................... (7,757)
-------

Net expenses ................................................................... --
--------
Net investment income...................................................... 66,984
--------
NET REALIZED AND UNREALIZED GAIN (LOSS) AND FOREIGN CURRENCY TRANSACTIONS FROM
EMERGING ASIAN MARKETS EQUITY PORTFOLIO:
Net realized gain (loss) ....................................................... 56,802
Net change in unrealized appreciation (depreciation) ........................... 438,653
--------
Net realized and unrealized gain (loss)......................................... 495,455
--------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ........................... $562,439
========
</TABLE>

See notes to financial statements
<PAGE>
Landmark Emerging Asian Markets Equity Fund
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
SIX MONTHS AUGUST 23, 1995
ENDED (COMMENCEMENT OF
JUNE 30, 1996 OPERATIONS) TO
(UNAUDITED) DECEMBER 31, 1995
------------- -----------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS:
Net investment income............................................ $ 66,984 $ 18,998
Net realized gain (loss) ........................................ 56,802 (6,799)
Net change in unrealized appreciation............................ 438,653 286,140
----------- ----------
Net increase in net assets resulting from operations............. 562,439 298,339
----------- ----------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income............................................ -- (15,388)
----------- ----------
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST (Note 5):
Net proceeds from sale of shares................................. 6,813,799 5,784,355
Net asset value of shares issued to shareholders from
reinvestment of dividends....................................... -- 15,388
Cost of shares repurchased....................................... (1,020,098) (114,076)
----------- ----------
Net increase in net assets resulting from transactions in shares
of beneficial interest.......................................... 5,793,701 5,685,667
----------- ----------
NET INCREASE IN NET ASSETS ...................................... 6,356,140 5,968,618
NET ASSETS:
Beginning of period.............................................. 5,968,618 --
----------- ----------
End of period (undistributed net investment income of $63,930 and
net investment loss of $3,054).................................. $12,324,758 $5,968,618
=========== ==========
</TABLE>

See notes to financial statements
<PAGE>
Landmark Emerging Asian Markets Equity Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
SIX MONTHS AUGUST 23, 1995
ENDED (COMMENCEMENT OF
JUNE 30, 1996 OPERATIONS) TO
(UNAUDITED) DECEMBER 31, 1995
------------- -----------------
<S> <C> <C>
Net Asset Value, beginning of period............................... $10.00 $10.00
------ ------
Income From Operations:
Net investment income (loss)....................................... 0.057 0.026
Net realized and unrealized gain (loss)............................ 0.943 --
------ ------
Total from investment operations.............................. 1.00 0.026
------ ------
Less Distributions:
From net investment income....................................... -- (0.026)
------ ------
Total from distributions...................................... -- (0.026)
------ ------
Net Asset Value, end of period..................................... $11.00 $10.00
====== ======
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted).......................... $12,325 $5,969
Ratio of expenses to average net assets(A)......................... 0%* 0%
Ratio of net investment income to
average net assets.............................................. 1.35%* 1.50%*
Total return....................................................... 10.00%** 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.................................... $0.028 $(0.046)
Ratios:
Expenses to average net assets..................................... 1.85%*(A) 1.85%(A)
Net investment income (loss) to
average net assets................................................ (0.50)%* (0.35)%*
<FN>
* Annualized.
** Not annualized.
(A) Includes the Fund's share of Emerging Asian Markets Equity Portfolio allocated expenses for the periods indicated.
</TABLE>

(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 June 30, 1996) 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.

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 reclassified $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, 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 0.30% of the Fund's average daily
net assets. The Administrative fees amounted to $14,911, all of which was
voluntarily waived for the six months ended June 30, 1996. 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.

(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. The Distribution fees
amounted to $4,971, all of which was voluntarily waived, for the six months
ended June 30, 1996. 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 six
months ended June 30, 1996 aggregated $6,813,463 and $1,011,473, respectively.

SIX MONTHS AUGUST 23, 1995
ENDED (COMMENCEMENT OF
JUNE 30, 1996 OPERATIONS) TO
(UNAUDITED) DECEMBER 31, 1995
------------ -----------------
Shares sold ............ 616,630 607,542
Shares issued to
shareholders
from reinvestment
of dividends ......... -- 1,559
Shares repurchased ..... (92,359) (12,512)
------- -------
Net increase ......... 524,271 596,589
======= =======
<PAGE>
(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
and expenses waived by the Administrator and Distributor 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 June 30, 1996 (unaudited)

ISSUER/INDUSTRY SHARES VALUE
- --------------------------------------------------------------------------

COMMON STOCKS -- 98.7%

INDONESIA - 14.3%
Barito Pacific Timber
Forest Products........................... 133,000 $ 87,143
Kalbe Farma
Pharmaceuticals........................... 49,500 110,591
PT Bank Bali
Banking................................... 41,000 88,077
PT Gudang Garam
Tobacco................................... 54,000 231,429
PT Hanjaya Mandala Sampoerna
Consumer.................................. 24,000 273,255
PT Hero Mini Supermarket
Consumer.................................. 240,000 237,164
PT Indocement Tunggal Praka
Building Materials........................ 15,000 51,557
PT Indoffod Sukses Makmur-F
Food Processing........................... 22,500 101,504
PT Indostat
Telecommunications........................ 43,500 146,246
PT Jaya Real Property
Real Estate............................... 16,000 51,557
PT Semen Gresik
Building Materials........................ 16,000 46,574
PT Telecommunikasion
Telecommunications........................ 220,000 333,190
-----------
1,758,287
-----------
MALAYSIA - 48.7%
Arab-Malaysian Merchant Bank
Finance................................... 22,000 308,679
Box Pak Berhad
Manufacturing............................. 5,000 3,107
Commerce Asset Held Berhad
Banking................................... 18,000 109,681
Country Heights Holdings BH
Real Estate............................... 34,000 108,358
DCB Holdings Berhad
Banking................................... 29,000 99,399
Edaran Otomobile Nasional BH
Motor Vehicles & Equipment................ 9,000 86,230
Genting Berhad
Amusement & Recreation.................... 46,000 359,591
Hong Leong Bank
Banking................................... 30,000 84,185
Hong Leong Bank-Warrants
Banking................................... 5,700 6,124
IOI Properties Berhad
Real Estate............................... 88,000 276,929
Kedah Cement Berhad
Building Materials........................ 57,000 105,568
KFC Holdings Berhad
Restaurant................................ 96,000 519,543
Kian Joo Can Factory
Packaging & Container..................... 5,000 27,460
Kuala Lumpar Kepong Berhad
Plantation................................ 6,000 15,153
Larut Consolidated
Real Estate............................... 305,000 440,168
Leader Universal Holdings
Electrical Equipment...................... 60,000 169,573
Malayan Banking Berhad
Banking................................... 60,600 583,043
Malaysian Airline System BH
Air Transportation........................ 10,000 31,870
Malaysian Intern Shipping
Water Transport of Freight................ 40,000 124,273
MBF Capital Berhad
Finance................................... 150,000 206,855
Multi-Purpose Holdings
Miscellaneous............................. 133,000 214,336
Public Bank-BHD
Banking................................... 42,000 116,176
Public Finance Berhad
Finance................................... 45,000 81,179
Public Finance Berhad-Rights
Finance................................... 14,400 17,870
Resorts World Berhad
Finance................................... 31,000 177,711
Selangor Properties Berhad
Real Estate............................... 71,000 86,526
Sime Darby Berhad
Miscellaneous............................. 17,000 47,023
Star Publications Malaysia
Publishing................................ 35,000 109,441
Systems Telekom Malaysia
Telecommunications........................ 36,000 320,385
TA Enterprise Berhad-Warrants
Financial Securities...................... 353,000 295,759
Technology Resources*
Telecommunications........................ 28,000 97,655
Tenaga Nasional Berhad
Public Utilities.......................... 137,000 576,669
UMW Holdings Berhad
Motor Vehicles & Equipment................ 15,000 53,518
United Engineers
Infrastructure............................ 21,040 145,918
-----------
6,005,955
-----------
PHILIPPINES - 12.9%
C&P Homes
Real Estate............................... 170,000 147,615
Metro Pacific Corp.
Holdings Cos.-Diversified................. 400,000 119,084
Metro Bank & Trust
Banking................................... 7,100 200,663
Petron Corp.
Utilities................................. 112,500 51,527
Philippine Long Distance TE
Telecommunications........................ 5,600 333,435
Philippine National Bank
Banking................................... 30,200 504,294
San Miguel Corp. Class B
Miscellaneous............................. 8,800 30,397
SM Prime Holdings
Real Estate............................... 768,000 199,328
-----------
1,586,343
-----------
THAILAND - 22.8%
Advanced Info Services
Telecommunications........................ 15,700 246,153
Bangkok Bank Co. Ltd.
Banking................................... 28,900 391,633
Banpu Public Co. Ltd.
Mining.................................... 4,000 115,344
Dhana Siam Finance
Finance................................... 68,100 378,259
Electricity Gener.
Utilities ................................ 25,000 87,158
Finance One Co. LTD
Finance................................... 28,300 182,832
Krung Thai Bank LTD
Banking................................... 60,500 283,612
Land & House PLC
Real Estate............................... 6,500 81,938
Phatral Thanakit Co.
Finance................................... 50,000 348,632
PTT Expl. & Production Public
Natural Gas............................... 5,400 79,133
Siam Cement Co.
Building Materials ....................... 2,000 98,168
Siam City Cement
Building Materials ....................... 3,000 34,745
Siam Commercial Bank
Banking................................... 15,000 218,901
Thai Telephone & Telecomm
Telecommunications........................ 6,800 14,599
Thai Telephone & Telecomm -Rights
Telecommunications ....................... 3,400 5,783
Thai Farmers Bank
Banking................................... 22,700 248,596
-----------
2,815,486
-----------
TOTAL COMMON STOCKS
(Identified Cost $11,441,298).............. 12,166,071
-----------

SHORT-TERM OBLIGATIONS -- 3.0%

Salomon Repurchase Agreement
4.98% due 7/01/96
proceeds at maturity $379,957
(collateralized by $57,116 U.S. Treasury Note
6.375% due 6/30/97, $31,833 U.S. Treasury Note
7.50% due 10/31/99, $115,738 U.S. Treasury Note
7.25% due 8/15/22, $50,691 U.S. Treasury Note
7.50% due 1/31/97 and $134,289 U.S. Treasury Note
11.25% due 2/15/15)........................ $ 379,799
-----------

TOTAL INVESTMENTS
(Identified Cost $11,821,097)............. 101.7% 12,545,870
OTHER LIABILITIES
IN EXCESS OF OTHER ASSETS................. (1.7) (218,067)
----- -----------
PORTFOLIO NET ASSETS........................ 100.0% $12,327,803
===== ===========

* Non-income producing

See notes to financial statements
<PAGE>
Emerging Asian Markets Equity Portfolio
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES June 30, 1996 (unaudited)
<TABLE>
<S> <C>
ASSETS:
Investments at value (Note 1A) (Identified Cost, $11,821,097)................... $12,545,870
Foreign currency, at value (Cost, $205,397)..................................... 205,323
Receivable for securities sold.................................................. 70,679
Dividends and interest receivable............................................... 13,951
-----------
Total assets................................................................ 12,835,823
-----------
LIABILITIES:
Payable for investments purchased............................................... 508,020
-----------
NET ASSETS ..................................................................... $12,327,803
===========
REPRESENTED BY:
Paid-in capital for beneficial interests........................................ $12,327,803
===========
</TABLE>

See notes to financial statements

Emerging Asian Markets Equity Portfolio
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 1996 (unaudited)
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Dividends (net of foreign withholding tax of $11,929).............................. $ 52,956
Interest........................................................................... 14,010
--------
Total investment income.......................................................... $ 66,966

EXPENSES:
Investment advisory fees (Note 2).................................................. 49,393
Administrative fees (Note 3)....................................................... 2,470
--------
Total expenses................................................................... 51,863
Less aggregate amount waived by Investment Adviser and Administrator (Notes 2 and 3) (51,863)
--------
Net Expenses........................................................................ --
--------
Net investment income............................................................ 66,966
--------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) from investment transactions.............................. 63,563
Net realized gain (loss) on foreign exchange transactions.......................... (6,761)
--------
Net realized gain (loss)......................................................... 56,802
--------
Unrealized appreciation (depreciation) of investments--
Beginning of period............................................................. 286,145
End of period................................................................... 724,773 438,628
--------
Translation of other assets and liabilities denominated
in foreign currencies--net...................................................... 21
--------
Net change in unrealized appreciation (depreciation)............................ 438,649
--------
Net realized and unrealized gain on investments................................. 495,451
--------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS............................... $562,417
========
</TABLE>

See notes to financial statements
<PAGE>
Emerging Asian Markets Equity Portfolio
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
SIX MONTHS AUGUST 23, 1995
ENDED (COMMENCEMENT OF
JUNE 30, 1996 OPERATIONS) TO
(UNAUDITED) DECEMBER 31, 1995
------------- -----------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS:
Net investment income.................................................... $ 66,966 $ 18,984
Net realized gain (loss) on investments and foreign exchange transactions 56,802 (6,799)
Net change in unrealized appreciation (depreciation) of investments...... 438,649 286,140
----------- ----------
Net increase in net assets resulting from operations................. 562,417 298,325
----------- ----------
CAPITAL TRANSACTIONS:
Proceeds from contributions.............................................. 6,813,386 5,779,224
Value of withdrawals..................................................... (1,011,473) (114,076)
----------- ----------
Net increase (decrease) in net assets from capital transactions...... 5,801,913 5,665,148
----------- ----------
Net Increase in Net Assets: ............................................. 6,364,330 5,963,473
Net Assets:
Beginning of period...................................................... 5,963,473 --
----------- ----------
End of period............................................................ $12,327,803 $5,963,473
=========== ==========
</TABLE>
See notes to financial statements

Emerging Asian Markets Equity Portfolio
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
SIX MONTHS AUGUST 23, 1995
ENDED (COMMENCEMENT OF
JUNE 30, 1996 OPERATIONS) TO
(UNAUDITED) DECEMBER 31, 1995
------------- -----------------
<S> <C> <C>
RATIOS/SUPPLEMENTAL DATA:
Net Assets, end of period (000's omitted).......................... $12,328 $5,963
Ratio of expenses to average net assets............................ 0% 0%
Ratio of net investment income to average net assets............... 1.36% 1.53%*
Portfolio turnover................................................. 2% 0%
Average commission rate per share (A).............................. $0.019 N/A

Note: If Agents of the Portfolio had not voluntarily waived all of their fees for the periods indicated, the
ratio would have been as follows:
Ratios:
Expenses to average net assets................................ 1.00%* 1.05%*
Net investment income to average net assets................... 0.36% 0.48%
<FN>
* Annualized
(A) The average commission rate paid is applicable for Funds that invest greater than 10% of average net assets in
equity transactions on which commissions are charged. This disclosure is required for fiscal periods beginning
on or after September 1, 1995.
</TABLE>

(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 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.

E. U.S. FEDERAL INCOME AND OTHER TAXES -- The Portfolio is considered a
partnership under the U.S. Internal Revenue Code. Accordingly, no provision
for federal income taxes is necessary. The Portfolio may be subject to taxes
imposed by countries in which it invests. Such taxes are generally based on
income and/or capital gains earned or repatriated. Taxes are accrued and
applied to net investment income and net realized gains as such income and/or
gains are earned.

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 $49,393, all of which was
voluntarily waived, for the six months ended June 30, 1996. 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 $2,470 for these services for the six months ended June
30, 1996, 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 six month ended June 30, 1996, purchases and sales of investment
securities, other than short-term investments, aggregated $6,010,821 and
$227,205, respectively.

(5) FEDERAL INCOME TAX BASIS OF INVESTMENTS
The cost and unrealized appreciation/(depreciation) in value of the investment
securities owned at June 30, 1996, as computed on a federal income tax basis,
are as follows:

Aggregate cost..................... $11,821,097
===========
Gross unrealized appreciation...... $ 1,189,318
Gross unrealized depreciation...... (464,545)
-----------
Net unrealized appreciation........ $ 724,773
===========

(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 six months ended June 30,
1996 the commitment fee allocated to the Portfolio was $23. Since the line of
credit was established, there have been no borrowings.
<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:
Citibank, N.A.
Citigold
P.O. Box 5130, New York, NY 10126-5130
Call Your Citigold Executive or, in NY or CT, (800) 285-1701,
For all other states (800) 285-1707

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
Thomas M. Lenz*

TREASURER
John R. Elder*

*AFFILIATED PERSON OF ADMINISTRATOR AND DISTRIBUTOR

- ------------------------------------|--|----------------------------------------

INVESTMENT ADVISER
(OF EMERGING ASIAN MARKETS
EQUITY PORTFOLIO)
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 and 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 Cover)

This report is prepared for the information of shareholders. It is authorized
for distribution to prospective investors only when preceded or accompanied by
an effective prospectus.

INTL/EAE/S/96 Printed on Recycled Paper [symbol]

[logo] LANDMARK(SM) FUNDS
Advised by Citibank, N.A.

LANDMARK
EMERGING
ASIAN MARKETS
EQUITY FUND

SEMI-ANNUAL
REPORT
June 30, 1996