LANDMARK INTERNATIONAL EQUITY FUND, 497, 1997-05-05

LANDMARK INTERNATIONAL EQUITY FUND
497, 1997-05-05

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497(c) File Nos. 33-36556 and 811-6154

PROSPECTUS
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MAY 1, 1997

LANDMARK INTERNATIONAL EQUITY FUND
LANDMARK EMERGING ASIAN MARKETS EQUITY FUND
(Members of the Landmark(SM) Family of Funds)

Class A and B Shares

This Prospectus describes two diversified mutual funds in the Landmark
Family of Funds: Landmark International Equity Fund and Landmark Emerging
Asian Markets Equity Fund. Each Fund has its own investment objective and
policies. Citibank, N.A. is the investment adviser.

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UNLIKE OTHER MUTUAL FUNDS WHICH DIRECTLY ACQUIRE AND MANAGE THEIR OWN
PORTFOLIOS OF SECURITIES, THE FUNDS SEEK THEIR INVESTMENT OBJECTIVES BY
INVESTING ALL OF THEIR INVESTABLE ASSETS IN A PORTFOLIO WITH THE SAME
INVESTMENT OBJECTIVE AND POLICIES. SEE "SPECIAL INFORMATION CONCERNING
INVESTMENT STRUCTURE" ON PAGE 11.
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REMEMBER THAT SHARES OF THE FUNDS:
* ARE NOT INSURED BY THE FDIC OR ANY OTHER AGENCY
* ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, CITIBANK
OR ANY OF ITS AFFILIATES
* ARE SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL
AMOUNT INVESTED

This Prospectus concisely sets forth information about the Funds that a
prospective investor should know before investing. A Statement of Additional
Information dated May 1, 1997 (and incorporated by reference in this Prospectus)
has been filed with the Securities and Exchange Commission. Copies of the
Statement of Additional Information may be obtained without charge, and further
inquiries about the Funds may be made, by contacting the investor's Shareholder
Servicing Agent (see inside back cover for address and phone number).

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TABLE OF CONTENTS

2 Prospectus Summary
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4 Expense Summary
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6 Condensed Financial Information
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8 Investment Information
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9 Risk Considerations
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11 Valuation of Shares
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12 Classes of Shares
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13 Purchases
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17 Exchanges
Redemptions
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18 Dividends and Distributions
Management
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21 Tax Matters
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22 Performance Information
General Information
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24 Appendix A--Permitted Investments and
Investment Practices
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25 Appendix B--Certain Information about
Emerging Asia Countries
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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INVESTORS SHOULD READ THIS PROSPECTUS AND RETAIN IT FOR FUTURE REFERENCE.
<PAGE>

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

THE FUNDS: This Prospectus describes two diversified mutual funds: Landmark
International Equity Fund and Landmark Emerging Asian Markets Equity Fund.
Each Fund has its own investment objective and policies. There can be no
assurance that any Fund will achieve its objective. Because each Fund invests
through a Portfolio, all references in this Prospectus to a Fund include its
corresponding Portfolio, except as otherwise noted.

INVESTMENT OBJECTIVE AND POLICIES:
LANDMARK INTERNATIONAL EQUITY FUND. The Fund's objective is long-term capital
growth; dividend income, if any, is incidental to this investment objective.
Through International Equity Portfolio, the Fund invests primarily in common
stocks of non-U.S. issuers, including issuers in developing countries, with an
emphasis on established companies with medium to large capitalizations and
seasoned management teams ("Established Companies").

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

INVESTMENT ADVISER AND DISTRIBUTOR: Citibank, N.A. ("Citibank" or the
"Adviser"), a wholly-owned subsidiary of Citicorp, is the investment adviser.
Citibank and its affiliates manage more than $81 billion in assets worldwide.
The Landmark Funds Broker-Dealer Services, Inc. ("LFBDS" or the "Distributor")
is the distributor of shares of each Fund. See "Management."

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

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

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

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

Letter of Intent
Right of Accumulation
Reinstatement Privilege
See "Purchases" and "Redemptions."

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

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

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

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

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

The Funds are designed for investors seeking long-term capital growth who
are willing to commit a portion of their assets to non-U.S. investment and for
whom current income is not a primary consideration.

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

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

The Funds invest primarily in securities of non-U.S. issuers. The special
risks of investing in non-U.S. securities include possible adverse political,
social and economic developments abroad, differing regulations to which non-
U.S. issuers are subject and different characteristics of non-U.S. economies
and markets. The Funds' non-U.S. securities often will trade in non-U.S.
currencies, which can be volatile and may be subject to governmental controls
or intervention. Changes in non-U.S. currency values will affect a Fund's
earnings and gains and losses realized on sales of securities, as well as the
Fund's net asset value. In addition, securities of non-U.S. issuers may be
less liquid and their prices more volatile than those of comparable U.S.
issuers.

The International Equity Fund may, and the Emerging Asian Markets Equity
Fund will, invest in securities of issuers in developing countries. Investors
in the Funds should be able to assume the heightened risks and volatility
associated with investment in developing countries, including greater risks of
expropriation, confiscatory taxation and nationalization and less social,
political and economic stability; smaller (and, in many cases, new) markets
resulting in price volatility and illiquidity; national policies which may
restrict investment opportunities; and the absence of developed legal
structures. An investment in the Emerging Asian Markets Equity Fund will be
more susceptible to political and economic factors affecting issuers in its
region and the particular countries in which it invests.

Certain investment practices, such as the use of forward non-U.S. currency
exchange contracts, also may entail special risks. Investors should read "Risk
Considerations" for more information about risk factors.
<PAGE>
EXPENSE SUMMARY
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The following table summarizes estimated shareholder transaction and annual
operating expenses for Class A and B shares of each Fund and the Fund's
corresponding Portfolio. For more information on costs and expenses, see
"Management" -- page 18 and "General Information -- Expenses" -- page 23.*

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

CLASS A CLASS B CLASS A CLASS B
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<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases (as a percentage of
offering price) 4.75% None 4.75% None
Maximum Contingent Deferred Sales Charge (as a percentage
of original purchase price or redemption proceeds, See See
whichever is less) ...................................... Below(1) 5.00% Below(1) 5.00%
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS):
Investment Advisory Fee ................................... 1.00% 1.00% 1.00% 1.00%
12b-1 Fees (including service fees for Class B shares)(2)(3) 0.10% 0.85% 0.10% 0.85%
Other Expenses
Administrative Services Fees(2) ......................... 0.30% 0.30% 0.30% 0.30%
Shareholder Servicing Agent Fees ........................ 0.25% 0.25% 0.25% 0.25%
Other Operating Expenses(4) ............................. 0.10% 0.10% 0.20% 0.20%
Total Fund Operating Expenses(2) .......................... 1.75% 2.50% 1.85% 2.60%

*This table is intended to assist investors in understanding the various costs and expenses that a shareholder of a
Fund will bear, either directly or indirectly. Because Class B shares were not offered during the most recent
fiscal year of the Funds, certain figures in the table are based on estimated amounts for the current fiscal year.
The table shows the fees paid to various service providers after giving effect to expected voluntary partial fee
waivers and reimbursements. There can be no assurance that the fee waivers and reimbursements reflected in the
table will continue at these levels.
(1) Purchases of $1 million or more are not subject to an initial sales charge; however, a contingent deferred
sales charge of 1.00% will be imposed in the event of certain redemptions within 12 months following purchase.
See "Classes of Shares" and "Purchases."
(2) Absent fee waivers and reimbursements, administrative services fees would be .35%, 12b-1 fees would be .15% and
total fund operating expenses would be 1.85% for Landmark International Equity Fund - Class A; administrative
services fees would be .35%, 12b-1 fees would be .90%, and total fund operating expenses would be 2.60% for
Landmark International Equity Fund - Class B; administrative services fees would be .35%, 12b-1 fees would be
.15% and total fund operating expenses would be 1.95% for Landmark Emerging Asian Markets Equity Fund - Class A
and administrative services fees would be .35%, 12b-1 fees would be .90%, and total fund operating expenses
would be 2.70% for Landmark Emerging Asian Markets Equity Fund - Class B. The foregoing 12b-1 fees for Class A
shares assume a 0.05% charge for print or electronic media expenses.
(3) 12b-1 distribution fees are asset-based sales charges. Long-term shareholders in a Fund could pay more in sales
charges than the economic equivalent of the maximum front-end sales charges permitted by the National
Association of Securities Dealers, Inc. The figures for Class B shares include service fees, which are payable
at the annual rate of 0.10% of the average daily net assets represented by Class B shares.
(4) LFBDS has agreed to pay the ordinary operating expenses of each Fund, subject to certain exceptions. LFBDS
receives a fee from each Fund. See "General Information -- Expenses."
</TABLE>
<PAGE>

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

<TABLE>
<CAPTION>
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
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<S> <C> <C> <C> <C>
INTERNATIONAL EQUITY FUND
Class A shares(1) ......................................... $64 $100 $138 $244
Class B shares:
Assuming complete redemption at end of period(2)(3) ..... $75 $108 $153 $265
Assuming no redemption(3) ............................... $25 $ 78 $133 $265

EMERGING ASIAN MARKETS EQUITY FUND
Class A shares(1) ......................................... $65 $103 $143 $254
Class B shares:
Assuming complete redemption at end of period(2)(3) ..... $76 $111 $158 $275
Assuming no redemption(3) ............................... $26 $ 81 $138 $275

(1) Assumes deduction at the time of purchase of the maximum 4.75% sales load.
(2) Assumes deduction at the time of redemption of the maximum applicable contingent deferred sales charge.
(3) Ten-year figures assume conversion of Class B shares to Class A shares approximately eight years after purchase.
</TABLE>

The Example assumes a 5% annual return and that all dividends are reinvested
and reflects certain voluntary fee waivers. If waivers were not in place, the
amounts in the example would be $65, $103, $143 and $254 for International
Equity Fund -- Class A; $76, $111, $158 and $291 for International Equity Fund
- -- Class B (assuming complete redemption at the end of each period); $66,
$106, $148 and $264 for Emerging Asian Markets Equity Fund -- Class A; and
$77, $114, $163 and $298 for Emerging Asian Markets Equity Fund -- Class B
(assuming complete redemption at the end of each period). Expenses for the
Class A shares are based on each Fund's fiscal year ended December 31, 1996.
Expenses for Class B shares are estimated because Class B shares were not
offered during the fiscal year ended December 31, 1996. The assumption of a 5%
annual return is required by the Securities and Exchange Commission for all
mutual funds, and is not a prediction of any Fund's future performance. THE
EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
OF ANY FUND. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
<PAGE>
CONDENSED FINANCIAL INFORMATION
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The following tables provide condensed financial information about the Funds for
the periods indicated. The information below should be read in conjunction with
the financial statements appearing in the Funds' Annual Reports to Shareholders,
which are incorporated by reference in the Statement of Additional Information.
The financial statements and notes, as well as the tables below, have been
audited by Price Waterhouse LLP, independent accountants. The report of Price
Waterhouse LLP is included in the Funds' Annual Reports. Copies of the Annual
Reports may be obtained without charge from an investor's Shareholder Servicing
Agent (see inside of back cover for address and phone number).

<TABLE>
<CAPTION>
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INTERNATIONAL EQUITY FUND
FINANCIAL HIGHLIGHTS -- CLASS A SHARES
(No Class B shares were outstanding during these periods.)

MARCH 1, 1991
(COMMENCEMENT OF
YEAR ENDED DECEMBER 31, OPERATIONS) TO
1996 1995 1994# 1993 1992 DECEMBER 31, 1991
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<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) 0.028** 0.013** 0.001** (0.003)** 0.052 0.098
Net realized and unrealized
gain (loss) on investments 0.314** 2.055** (1.483)** 2.973 (0.199) 0.062
------ ------ ------ ------ ------ ------
Total from investment
operations ........... 0.342 2.068 (1.482) 2.970 (0.147) 0.160
------ ------ ------ ------ ------ ------
Less Distributions:
From net investment income (0.021) (0.048) (0.001) -- (0.023) (0.030)
In excess of net
investment income ...... -- -- (0.007) -- -- --
From net realized gains on
investments ............ (1.991) -- -- -- -- --
------ ------ ------ ------ ------ ------
Total from distributions (2.012) (0.048) (0.008) -- (0.023) (0.030)
------ ------ ------ ------ ------ ------
Net Asset Value, end of
period ................... $11.79 $13.46 $11.44 $12.93 $ 9.96 $10.13
====== ====== ====== ====== ====== ======
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(000's omitted) .......... $32,589 $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 0.18% 0.10% 0.00% (0.02%) 0.57% 1.03%*
Portfolio turnover (B) ..... -- -- 5% 36% 42% 29%
Total return ............... 2.59% 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 for the periods ended December 31, 1993, 1992 and 1991, the
net investment income (loss) per share and the ratios would have been as follows:

Net investment income (loss)
per share ................ $(0.002)** $0.013 $(0.018)** $(0.116)** $(0.016) $0.028
RATIOS:
Expenses to average net
assets .................. 1.94%(A) 1.75%(A) 1.90%(A) 2.50% 2.50% 2.50%*
Net investment income (loss)
to average net assets .... (0.01)% 0.10% (0.15%) (0.77%) (0.18%) 0.29%*

* 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's allocated expenses for 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 rates for the fiscal years ended December 31, 1995 and 1996 are included
under "Investment Information -- Certain Additional Investment Policies."
# On May 1, 1994, the Fund began investing all of its investable assets in International Equity Portfolio.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
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EMERGING ASIAN MARKETS EQUITY FUND
FINANCIAL HIGHLIGHTS -- CLASS A SHARES
(No Class B shares were outstanding during this period.)

AUGUST 23, 1995
(COMMENCEMENT OF
YEAR ENDED OPERATIONS) TO
DECEMBER 31, 1996 DECEMBER 31, 1995
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<S> <C> <C>
Net Asset Value, beginning of period .................. $10.00 $10.00
------ ------
Income from Operations:
Net investment income (loss) .......................... 0.010+ 0.026
Net realized and unrealized gain (loss) ............... 0.130+(+) --
------ ------
Total from investment operations .................. 0.140 0.026
------ ------
Less Distributions:
From net investment income .......................... -- (0.026)
------ ------
Total from distributions .......................... -- (0.026)
------ ------
Net Asset Value, end of period ........................ $10.14 $10.00
====== ======
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted) ............. $10,585 $5,969
Ratio of expenses to average net assets(A) ............ 1.01% 0%
Ratio of net investment income (loss) to average net
assets .............................................. 0.16% 1.50%*
Total return .......................................... 1.40% 0.26%**

Note: If Agents of the Fund for the periods indicated had not voluntarily waived all of their fees and had the
expense fees agreement been in effect the entire period the net investment income (loss) per share and the
ratios would have been as follows:

Net investment income per share ....................... $(0.024)+ $(0.046)
RATIOS:
Expenses to average net assets(A) ..................... 1.85% 1.85%
Net investment income (loss) to average net assets .... (0.68%) (0.35%)*

* Annualized.
** Not annualized.
+ The per share amounts were computed using a monthly average number of shares outstanding during the period.
(+) The amount shown for a share outstanding does not correspond with the aggregate net realized and unrealized gain
(loss) on investments for the period due to the timing of sales of Fund shares in relation to fluctuating market
values of the investments.
(A) Includes the Fund's share of Emerging Asian Markets Equity Portfolio's allocated expenses.
</TABLE>
<PAGE>
INVESTMENT INFORMATION
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INVESTMENT OBJECTIVE: The investment objective of the INTERNATIONAL EQUITY FUND
and the EMERGING ASIAN MARKETS EQUITY FUND is long-term capital growth. Dividend
income, if any, is incidental to this investment objective.

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

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

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

The EMERGING ASIAN MARKETS EQUITY FUND seeks its objective by investing
mainly in equity securities of issuers located in Asian countries with emerging
markets and developing economies. These countries include the Philippines,
Malaysia, Indonesia, Thailand, South Korea, Taiwan, the People's Republic of
China, India, Pakistan, Sri Lanka and Vietnam. These countries are called,
collectively, "Emerging Asia Countries." Under normal circumstances, at least
65% of the Fund's total assets is invested in equity securities of issuers in at
least three Emerging Asia Countries. For purposes of this policy, equity
securities are defined as common stock, securities convertible into common
stock, and trust or limited partnership interests, and include securities
purchased directly or in the form of sponsored American Depositary Receipts
("ADRs"), European Depositary Receipts ("EDRs") or other similar securities
representing common stock of non-U.S. issuers.

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

In selecting common stocks for the Fund the Adviser emphasizes equity
securities of companies that, in the opinion of the Adviser, offer the potential
for sustainable growth in earnings. The Fund may invest in companies with small,
medium and large market capitalizations. The Adviser may also select other
securities which it believes provide an opportunity for appreciation, such as
fixed income securities, convertible and non- convertible bonds, preferred stock
and warrants. The Fund's assets usually consist of issues listed on securities
exchanges.

Appendix B includes additional information concerning Emerging Asia
Countries. All of these countries are considered developing and, in general,
have new and limited or restricted securities markets.

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

Many of the Emerging Asia Countries may be subject to a greater degree of
economic, political and social instability than is the case in the United
States, Japan and Western European countries. Such instability may result from,
among other things, the following: (i) authoritarian governments or military
involvement in political and economic decision-making, including changes in
government through extra-constitutional means; (ii) popular unrest associated
with demands for improved political, economic and social conditions; (iii)
internal insurgencies; (iv) hostile relations with neighboring countries; and
(v) ethnic, religious and racial disaffection. Such social, political and
economic instability could disrupt financial markets in which the Fund invests
and adversely affect the value of the Fund's assets. See Appendix B on page 25.

CERTAIN ADDITIONAL INVESTMENT POLICIES: TEMPORARY INVESTMENTS. For temporary
defensive purposes, each Fund may invest without limit in cash and in U.S.
dollar-denominated high quality money market and short-term instruments. These
investments may result in a lower yield than would be available from investments
with a lower quality or longer term.

OTHER PERMITTED INVESTMENTS. For more information regarding the Funds'
permitted investments and investment practices, see Appendix A -- Permitted
Investments and Investment Practices on page 24. The Funds will not necessarily
invest or engage in each of the investments and investment practices in Appendix
A but reserve the right to do so.

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

PORTFOLIO TURNOVER. Securities of each Fund will be sold whenever the
Adviser believes it is appropriate to do so in light of the Fund's investment
objective, without regard to the length of time a particular security may have
been held. For the fiscal years ended December 31, 1995 and 1996 the turnover
rates for International Equity Portfolio were 51% and 109%, respectively. For
the period August 23, 1995 (commencement of operations) to December 31, 1995 and
for the fiscal year ended December 31, 1996, the turnover rates for Emerging
Asian Markets Equity Portfolio were 0% and 73%, respectively. The amount of
brokerage commissions and realization of taxable capital gains will tend to
increase as the level of portfolio activity increases.

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

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

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

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

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

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

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

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

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

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

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

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

INVESTMENT PRACTICES. Certain of the investment practices employed for the
Funds may entail additional risks as described in Appendix A. See Appendix A --
Permitted Investments and Investment Practices on page 24.

SPECIAL INFORMATION CONCERNING INVESTMENT STRUCTURE: The Funds do not invest
directly in securities. Instead, the Funds invest all of their investable assets
in their corresponding Portfolios, which are mutual funds having the same
investment objectives and policies as the Funds. The Portfolios, in turn, buy,
hold and sell securities in accordance with these objectives and policies. Of
course, there can be no assurance that the Funds or the Portfolios will achieve
their objectives. The Trustees of each Fund believe that the aggregate per share
expenses of that Fund and its corresponding Portfolio will be less than or
approximately equal to the expenses that the Fund would incur if the assets of
the Fund were invested directly in the types of securities held by its
Portfolio. Each Fund may withdraw its investment in its Portfolio at any time,
and will do so if the Fund's Trustees believe it to be in the best interest of
the Fund's shareholders. If a Fund were to withdraw its investment in its
Portfolio the Fund could either invest directly in securities in accordance with
the investment policies described above or invest in another mutual fund or
pooled investment vehicle having the same investment objectives and policies. If
a Fund were to withdraw, the Fund could receive securities from the Portfolio
instead of cash causing the Fund to incur brokerage, tax and other charges or
leaving it with securities which may or may not be readily marketable or widely
diversified.

Each Portfolio may change its investment objective and certain of its
investment policies and restrictions without approval by its investors, but the
Portfolio will notify its corresponding Fund (which in turn will notify its
shareholders) and its other investors at least 30 days before implementing any
change in its investment objective. A change in investment objective, policies
or restrictions may cause a Fund to withdraw its investment in its Porfolio.

Certain investment restrictions of each Portfolio cannot be changed without
approval by the investors in that Portfolio. These policies are described in the
Statement of Additional Information. When a Fund is asked to vote on matters
concerning its Portfolio (other than a vote to continue the Portfolio following
the withdrawal of an investor), the Fund will hold a shareholder meeting and
vote in accordance with shareholder instructions. Of course, the Fund could be
outvoted, or otherwise adversely affected, by other investors in its Portfolio.

The Portfolios may sell interests to investors in addition to the Funds.
These investors may be mutual funds which offer shares to their shareholders
with different costs and expenses than the Funds. Therefore, the investment
returns for all investors in funds investing in a Portfolio may not be the same.
The differences in returns are also present in other mutual fund structures.

Information about other holders of interests in the Portfolios is available
from the Funds' distributor, LFBDS at (617) 423-1679.

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

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

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

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

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

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

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

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

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

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

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

ONGOING ANNUAL EXPENSES. Class A shares pay an annual 12b-1 distribution fee
of 0.10% of average daily net assets. Class B shares pay an annual 12b-1
distribution fee of 0.75% of average daily net assets and an annual service fee
of 0.10% of average daily net assets represented by Class B shares. Annual 12b-1
distribution fees are a form of asset-based sales charge.

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

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

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

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

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

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

Shareholder Servicing Agents will not transmit purchase orders to the
Distributor unless they are in proper form.

PURCHASING CLASS A SHARES: INITIAL SALES CHARGE -- CLASS A SHARES. Each Fund's
public offering price of Class A shares is the net asset value next determined
after an order is transmitted to and accepted by the Distributor, plus any
applicable sales charge, which will vary with the size of the purchase as shown
in the following table:

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

- ------------
*A contingent deferred sales charge may apply in certain instances.
- ----------------------------------------------------------------------------------------------------
</TABLE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Securities dealers and other financial institutions may receive different
compensation with respect to sales of Class A and Class B shares. Shareholder
Servicing Agents which are banks or financial institutions may receive
transaction fees that are equal to the commissions paid to securities brokers.
From time to time the Distributor may make payments for distributions and/or
shareholder servicing activities out of its past profits and other sources
available to it. The Distributor also may make payments for marketing,
promotional or related expenses to dealers who engage in marketing efforts on
behalf of the Funds. The amounts of these payments will be determined by the
Distributor in its sole discretion and may vary among different dealers.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

INVESTMENT ADVISER: CITIBANK. Each Fund draws on the strength and experience
of Citibank. Citibank offers a wide range of banking and investment services
to customers across the United States and throughout the world, and has been
managing money since 1822. Its portfolio managers are responsible for
investing in money market, equity and fixed income securities. Citibank and
its affiliates manage more than $81 billion in assets worldwide. Citibank is a
wholly-owned subsidiary of Citicorp. Citibank's address is 153 East 53rd
Street, New York, New York 10043.

Citibank manages the Funds' assets pursuant to separate Investment
Advisory Agreements. Subject to policies set by the Trustees, Citibank makes
investment decisions for the Funds.

INTERNATIONAL EQUITY FUND. Trevor Forbes is based in Citibank's London
office and is the manager of the International Equity Fund. Mr. Forbes, who
has been a manager of the International Equity Fund since 1995, is Head of
European Equity Investment for Citibank. Prior to joining Citibank in 1991,
Mr. Forbes managed the investment business of Abbey Life, a major UK-based
insurance group. Mr. Forbes calls on the extensive global network of
Citibank's investment business to select securities in the world markets.

EMERGING ASIAN MARKETS EQUITY FUND. Shern Liang Tan is based in Citibank's
Singapore office and is the manager of the Emerging Asian Markets Equity Fund.
Mr. Tan, who has been a manager of the Emerging Asian Markets Equity Fund
since 1996, has responsibilities which include managing accounts invested in
industrial and emerging Asia-Pacific equities. He joined Citibank in 1989.

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

ADVISORY FEES. For its services under the Investment Advisory Agreements,
the Adviser receives an investment advisory fee of 1.00%, which is accrued
daily and paid monthly, of each Fund's average daily net assets on an
annualized basis for each Fund's then-current fiscal year. These investment
advisory fees are higher than the investment advisory fees currently being
paid by most investment companies in general. The Trustees of each Fund have
determined that the 1.00% investment advisory fee is reasonable in light of
the Fund's investment policy of investing primarily in non-U.S. securities.

For the fiscal year ended December 31, 1996, the investment advisory fee
paid to Citibank was 1.00% of the International Equity Fund's average daily
net assets for that fiscal year. For the fiscal year ended December 31, 1996,
the investment advisory fee paid to Citibank was 0.55% of the Emerging Asian
Equity Markets Fund's average daily net assets for that fiscal year.

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

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

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

ADMINISTRATORS: LFBDS and Signature Financial Group (Cayman) Ltd. ("SFG")
provide certain administrative services to the Funds and the Portfolios under
administrative services agreements. These administrative services include
providing general office facilities, supervising the overall administration of
the Funds and the Portfolios, and providing persons satisfactory to the Boards
of Trustees to serve as Trustees and officers of the Funds and Portfolios.
These Trustees and officers may be directors, officers or employees of LFBDS,
SFG or their affiliates.

For these services, the Administrators receive fees accrued daily and paid
monthly of 0.30% of the average daily net assets of each Fund and 0.05% of the
average daily net assets of each Portfolio, in each case on an annualized
basis for the Fund's or the Portfolio's then-current fiscal year. However,
each of the Administrators has voluntarily agreed to waive a portion of the
fees payable to it as necessary to maintain the projected rate of total
operating expenses. LFBDS has agreed to pay certain expenses of the Funds. SFG
has agreed to pay certain expenses of the Portfolios. See "General Information
- -- Expenses."

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

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

SHAREHOLDER SERVICING AGENTS: The Funds have entered into separate shareholder
servicing agreements with each Shareholder Servicing Agent pursuant to which
that Shareholder Servicing Agent provides shareholder services, including
answering customer inquiries, assisting in processing purchase exchange and
redemption transactions and furnishing Fund communications to shareholders.
For these services, each Shareholder Servicing Agent receives a fee from each
Fund at an annual rate of 0.25% of the average daily net assets of the Fund
represented by shares owned by investors for whom such Shareholder Servicing
Agent maintains a servicing relationship.

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

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

DISTRIBUTION ARRANGEMENTS: LFBDS, 6 St. James Avenue, Boston, MA 02116, (617)
423-1679, is the distributor of shares of each Fund and also serves as
distributor for each of the other Landmark Funds and as a Shareholder
Servicing Agent for certain investors. LFBDS receives distribution fees from
the Funds pursuant to Distribution Plans adopted in accordance with Rule 12b-1
under the 1940 Act. As distributor, LFBDS also collects the sales charges
imposed on purchases of Class A shares and collects any contingent deferred
sales charges imposed on redemptions of Class A and Class B shares. In those
states where LFBDS is not a registered broker-dealer, shares of the Funds are
sold through Signature Broker-Dealer Services, Inc., as dealer.

The Funds maintain separate Distribution Plans pertaining to Class A
shares and Class B shares. The Class A Plans provide that the Funds will pay
the Distributor a monthly distribution fee at an annual rate not to exceed
0.10% of the average daily net assets represented by Class A shares. The Class
A Plans also permit the Funds to pay the Distributor an additional fee (not to
exceed 0.05% of the average daily net assets represented by Class A shares) in
anticipation of or as reimbursement for print or electronic media advertising
expenses incurred in connection with the sale of Class A shares. The Funds did
not pay anything under this provision during 1996 and do not anticipate doing
so during the current fiscal year.

The Class B Plans provide that the Funds may pay the Distributor a monthly
distribution fee and a monthly service fee at annual rates not to exceed,
respectively, 0.75% and 0.25% of the average daily net assets represented by
Class B shares. The Funds have agreed that they will not pay service fees in
an amount in excess of 0.15% of the average daily net assets represented by
Class B shares of each Fund during the 1997 fiscal year. Currently, the
service fee for Class B shares of each Fund is 0.10% per annum of the average
daily net assets represented by Class B shares.

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

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

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

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

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

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

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

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

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

By January 31 of each year, each Fund will notify its shareholders of the
amount and tax status of distributions paid to shareholders for the preceding
year.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

EXPENSES: LFBDS has agreed to pay each Fund's ordinary operating expenses
(excluding interest, taxes, brokerage commissions, litigation costs or other
extraordinary costs and expenses and excluding the fees paid under a Fund's
Investment Advisory Agreement, Administrative Services Agreement, Distribution
Agreement and Shareholder Servicing Agreements). LFBDS receives a fee from each
Fund, in addition to the administrative services and distribution fees,
estimated and accrued daily and paid monthly in an amount such that immediately
after any such payment the aggregate ordinary operating expenses of the Fund
would not on a per annum basis exceed an agreed upon rate, currently 1.75% for
Class A shares and 2.50% for Class B shares of the International Equity Fund and
1.85% for Class A shares and 2.60% for Class B shares of the Emerging Asian
Markets Equity Fund. For the fiscal year ended December 31, 1996, LFBDS paid
expenses of the International Equity Fund in the amount of $100,986, and the
International Equity Fund paid LFBDS under this agreement the amount of $41,793.
For the fiscal year ended December 31, 1996, LFBDS paid expenses of the Emerging
Asian Markets Equity Fund in the amount of $77,428, and the Emerging Asian
Markets Equity Fund paid LFBDS under this agreement the amount of $9,776. For
that fiscal year, the total expenses of Class A shares of the International
Equity Fund were 1.75% of that Fund's average daily net assets attributable to
Class A shares, and the total expenses of Class A shares of the Emerging Asian
Markets Equity Fund were 1.85% of that Fund's average daily net assets
attributable to Class A shares.

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

COUNSEL AND INDEPENDENT AUDITORS: Bingham, Dana & Gould LLP, Boston,
Massachusetts, is counsel for each Fund. Price Waterhouse LLP, located at 160
Federal Street, Boston, MA 02110, serves as independent auditors for each of
the Funds.

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

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

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

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

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

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

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

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

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

PRIVATE PLACEMENTS AND ILLIQUID INVESTMENTS. Each Fund may invest up to
15% of its net assets in securities for which there is no readily available
market. These illiquid securities may include privately placed restricted
securities for which no institutional market exists. The absence of a trading
market can make it difficult to ascertain a market value for illiquid
investments. Disposing of illiquid investments may involve time-consuming
negotiation and legal expenses, and it may be difficult or impossible for a
Fund to sell them promptly at an acceptable price.

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

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

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

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

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

APPENDIX B
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CERTAIN INFORMATION ABOUT
EMERGING ASIA COUNTRIES

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

POLITICAL, SOCIAL AND ECONOMIC FACTORS. Few of the Emerging Asia Countries
have western-style or fully democratic governments. In many cases, the
governments are authoritarian in nature and influenced by security forces. The
issue of transition of power from one generation of leader to the next has
caused uncertainty in countries such as the People's Republic of China
("China"). In China, for example, it is difficult to predict the sort of
government that will develop under Jiang Zemin, but the possibilities range
from old-line conservative to ambitiously pro-growth. Although a pro-growth
government might be beneficial for foreign investment in China, there is no
assurance that such a government will succeed in controlling growth or
inflation even to the degree accomplished by the government of Deng Xiaoping.

In some countries, new governments have been democratically elected and
are functioning effectively. Disparities of wealth, among other factors, have
led to social unrest in some of the Emerging Asia Countries accompanied, in
certain cases, by violence and labor unrest. Ethnic, religious and racial
disaffection, as evidenced in India and Sri Lanka, have created social,
economic and political problems.

Several of the Emerging Asia Countries have had or presently have hostile
relationships with neighboring nations or have experienced internal insurgency
resulting in instability. Thailand experienced border battles with Laos and
Cambodia, and India is engaged in border disputes with several of its
neighbors, including China and Pakistan. Tensions between the Tamil and
Sinhalese communities in Sri Lanka have resulted in periodic outbreaks of
violence. An uneasy truce exists between North Korea and South Korea; a
unification of these two countries could have a detrimental effect on the
economy of South Korea. China continues to claim sovereignty over Taiwan and
in early 1996, staged military exercises in the Taiwan strait, further
escalating tensions in the region. In 1995, China and the Philippines engaged
in a dispute over certain of the Spratly Islands in the South China Sea. The
reversion of Hong Kong from British to Chinese rule in July, 1997 presents
another source of potential instability in the region. Although China has
committed by treaty to preserve the economic and social freedoms enjoyed in
Hong Kong for 50 years following the reversion, it has threatened to
invalidate current and future commercial contracts in Hong Kong unless certain
proposals for limited democracy are retracted. Such actions by China may
affect business confidence in Hong Kong, in turn affecting the markets and
performance. Also, China possesses nuclear weapons capability and North Korea,
its neighbor, has been alleged to be in the process of developing such a
capability.

Economies of the Emerging Asia Countries may differ favorably or
unfavorably from the U.S. economy in such respects as rate of growth of gross
national product, rate of inflation, capital reinvestment, resource self-
sufficiency and balance of payments position. Governments in certain of these
countries participate in the local economy to a significant degree through
ownership interests or regulation. Actions by these governments could have a
significant adverse effect on market prices of securities and payment of
dividends.

The economies of most of the Emerging Asia Countries are heavily dependent
upon trade and require foreign investment for continued development. They are
accordingly affected by protective trade barriers and the economic conditions
of their trade and investment partners, principally the United States, Japan,
China and the European Union. The enactment by the United States or other
principal trading partners of protectionist trade legislation, reduction of
foreign investment in the local economies and general declines in the
international securities markets could have a significant adverse effect upon
the securities markets of the Emerging Asia Countries.

The economies of some of the Emerging Asia Countries, such as Indonesia
and Malaysia, are vulnerable to weakness in world prices for their commodity
exports, including crude oil. Others, such as Hong Kong and Taiwan, have
limited natural resources, resulting in dependence on foreign sources for
certain raw materials and economic vulnerability to global fluctuations of
price and supply. In addition, in Hong Kong and China, among others, a small
number of companies represent a large percentage of the market. In Hong Kong,
a substantial portion of the companies listed on the Hong Kong Stock Exchange
are involved in real estate related businesses. Such concentrations, coupled
with a low volume of trading relative to that in the United States may cause
increased price volatility and illiquidity of securities. Furthermore, some
markets, such as the Chinese securities markets, may be susceptible to being
influenced by large investors trading significant blocks of securities.

Currently a mixture of legal and structural restrictions affect the
securities markets of certain Emerging Asia Countries. For example,
investments have been impeded in India because of that country's difficulties
in processing and settling securities transactions, and in China, the
securities market is relatively new and the country has yet to develop
comprehensive securities, corporate or commercial laws or to adhere to
internationally accepted accounting principles. Also, in the Emerging Asia
Countries, there may be the possibility of expropriations, confiscatory
taxation, corruption, political, economic or social instability or diplomatic
developments which could adversely affect assets of the Fund held in those
countries.

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

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

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

The Fund closely monitors applicable restrictions imposed by regulatory
authorities in all of the Emerging Asia Countries and is authorized to make
any permissible investment to the extent that such restrictions are lifted.

OTHER FACTORS. Investments in securities of issuers in the Emerging Asia
Countries are subject to other factors, including those described under "Risk
Factors."
<PAGE>
- --------------------------------------------------------------------------------
SHAREHOLDER
SERVICING AGENTS

FOR CITIBANK RETAIL BANKING AND
BUSINESS AND PROFESSIONAL CLIENTS:
Citibank, N.A.
111 Wall Street, New York, NY 10043
(212) 820-2383 or (800) 846-5300

FOR CITIGOLD CLIENTS:
Citigold
P.O. Box 5130, New York, NY 10126-5130
Call your Citigold Executive or, in NY or CT, or (800) 285-1701,
for all other states, (800) 285-1707

FOR CITIBANK 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 CITIBANK NORTH AMERICAN INVESTOR SERVICES CLIENTS:
Citibank, N.A.
Master Trust Accounts
111 Wall Street, New York, NY 10043
Call Your Account Manager or (212) 657-9659

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) 820-2380 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
Institutional 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>

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

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

LANDMARK
INTERNATIONAL
EQUITY FUND

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

LANDMARK
EMERGING
ASIAN MARKETS
EQUITY FUND

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

PROSPECTUS

May 1, 1997

INTL/P.1/97/PB Printed on Recycled Paper [recycle logo]
<PAGE>
497(c) File Nos. 33-36556 and 811-6154

Statement of
Additional Information
May 1, 1997
LANDMARK INTERNATIONAL EQUITY FUND
LANDMARK EMERGING ASIAN MARKETS EQUITY FUND
(Members of the Landmark(SM) Family of Funds) CLASS A AND B SHARES

LANDMARK INTERNATIONAL EQUITY FUND and LANDMARK EMERGING ASIAN MARKETS
EQUITY FUND (the "Funds") are separate series of LANDMARK INTERNATIONAL FUNDS
(the "Trust"). The Trust was known as Landmark International Equity Fund until
its name was changed effective May 5, 1995. The address and telephone number of
the Trust are 6 St. James Avenue, Boston, Massachusetts 02116, (617) 423-1679.
The Trust invests all of the investable assets of the Funds in, respectively,
International Equity Portfolio and Emerging Asian Markets Equity Portfolio (the
"Portfolios"), which are separate series of The Premium Portfolios (the
"Portfolio Trust"). The address of the Portfolio Trust is Elizabethan Square,
George Town, Grand Cayman, British West Indies.

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

TABLE OF CONTENTS PAGE

1. The Funds ............................................................. 2
2. Investment Objectives, Policies and Restrictions ...................... 2
3. Performance Information ............................................... 10
4. Determination of Net Asset Value; Valuation of Securities;
Additional Purchase and Redemption Information ........................ 11
5. Management ............................................................ 13
6. Portfolio Transactions ................................................ 20
7. Description of Shares, Voting Rights and Liabilities .................. 21
8. Certain Additional Tax Matters ........................................ 22
9. Independent Accountants and Financial Statements ...................... 24

This Statement of Additional Information sets forth information which may be
of interest to investors but which is not necessarily included in the Funds'
Prospectus, dated May 1, 1997, by which shares of the Funds are offered. This
Statement of Additional Information should be read in conjunction with the
Prospectus, a copy of which may be obtained by an investor without charge by
contacting the Funds' distributor, The Landmark Funds Broker-Dealer Services,
Inc., at 6 St. James Avenue, Boston, MA 02116, (617) 423-1679.

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

Landmark International Funds is an open-end management investment company
that was organized as a business trust under the laws of the Commonwealth of
Massachusetts on August 7, 1990. This Statement of Additional Information
describes shares of Landmark International Equity Fund and Landmark Emerging
Asian Markets Equity Fund, which are separate diversified series of the Trust.
References in this Statement of Additional Information to the "Prospectus" are
to the Prospectus, dated May 1, 1997, of the Trust by which shares of the Funds
are offered.

The Trust seeks the investment objective of the Funds by investing all of
their investable assets in, respectively, the International Equity Portfolio and
the Emerging Asian Markets Equity Portfolio (the "Portfolios"). The Portfolios
are separate series of The Premium Portfolios (the "Portfolio Trust") and are
open-end, diversified management investment companies. Each Portfolio has the
same investment objective and policies as its corresponding Fund. Because each
Fund invests through its corresponding Portfolio, all references in this
Statement of Additional Information to a Fund include that Fund's corresponding
Portfolio, except as otherwise noted.

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

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

2. INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

INVESTMENT OBJECTIVES

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

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

INVESTMENT POLICIES

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

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

The Emerging Asian Markets Equity Portfolio's policy is to invest mainly in
equity securities of issuers located in Asian countries with emerging markets
and developing economies. These countries include the Philippines, Malaysia,
Indonesia, Thailand, South Korea, Taiwan, the People's Republic of China, India,
Pakistan, Sri Lanka and Vietnam. These countries are called, collectively,
"Emerging Asia Countries." Under normal circumstances, at least sixty-five
percent of the Portfolio's total assets is invested in equity securities of
issuers in at least three of the Emerging Asia Countries.

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

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

REPURCHASE AGREEMENTS

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

RULE 144A SECURITIES

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

SECURITIES OF NON-U.S. ISSUERS

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

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

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

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

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

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

CURRENCY EXCHANGE TRANSACTIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SHORT SALES "AGAINST THE BOX"

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

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

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

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

LENDING OF SECURITIES

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

WHEN-ISSUED SECURITIES

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

INVESTMENT RESTRICTIONS

FUNDAMENTAL RESTRICTIONS

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

No Portfolio or Fund may:

(1) Borrow money, except that as a temporary measure for extraordinary
or emergency purposes it may borrow from banks in an amount not to exceed
1/3 of the current value of its respective net assets, including the amount
borrowed (and no Portfolio or Fund may purchase any securities at any time
at which borrowings exceed 5% of the total assets of the Portfolio or the
Fund, taken at market value). It is intended that a Fund or Portfolio would
borrow money only from banks and only to accommodate requests for the
repurchase of shares of the Fund or beneficial interests in the Portfolio
while effecting an orderly liquidation of portfolio securities.

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

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

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

(5) Purchase or sell real estate (including limited partnership
interests but excluding securities secured by real estate or interests
therein), interests in oil, gas or mineral leases, commodities or commodity
contracts in the ordinary course of business (the foregoing shall not be
deemed to preclude any Fund or Portfolio from investing in futures
contracts, and each Fund and Portfolio reserves the freedom of action to
hold and to sell real estate acquired as a result of the ownership of
securities by the Fund and the Portfolio).

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

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

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

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

NON-FUNDAMENTAL RESTRICTIONS

No Fund or Portfolio does as a matter of operating policy:

(i) borrow money for any purpose in excess of 10% of the net assets of
the Fund or Portfolio (taken at cost) (each Fund and Portfolio will not
purchase any securities for the Fund or Portfolio at any time at which
borrowings exceed 5% of the total assets of the Fund or Portfolio (taken at
market value)),

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

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

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

(v) purchase securities issued by any registered investment company,
except that all of the assets of each Fund may be invested in a Qualifying
Portfolio and except by purchase in the open market where no commission or
profit to a sponsor or dealer results from such purchase other than the
customary broker's commission, or except when such purchase, though not made
in the open market, is part of a plan of merger or consolidation; provided,
however, that each Fund and Portfolio will not purchase the securities of
any registered investment company if such purchase at the time thereof would
cause more than 10% of the total assets of the Fund or Portfolio (taken in
each case at the greater of cost or market value) to be invested in the
securities of such issuers or would cause more than 3% of the outstanding
voting securities of any such issuer to be held for the Fund or Portfolio,

(vi) taken together with any investments described in clause (ix) below
(in the case of the Emerging Asian Markets Equity Fund and Emerging Asian
Markets Equity Portfolio), invest more than 15% of the net assets of a Fund
or Portfolio in securities that are not readily marketable, including debt
securities for which there is no established market and fixed time deposits
and repurchase agreements maturing in more than seven days, except that all
the assets of each Fund may be invested in a Qualifying Portfolio,

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

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

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

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

These policies are not fundamental and may be changed by a Fund without the
approval of its shareholders or a Portfolio without the approval of its holders
of beneficial interests.

PERCENTAGE AND RATING RESTRICTIONS

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

3. PERFORMANCE INFORMATION

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

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

Set forth below is total rate of return information for Class A shares of
each Fund for the periods indicated, assuming that dividends and capital gains
distributions, if any, were reinvested, and that at the beginning of such
periods the maximum sales charge of 4.75% had been applicable to purchases of
shares of the Fund. No Class B shares were outstanding during such periods.

<TABLE>
<CAPTION>
REDEEMABLE VALUE
ANNUALIZED OF A HYPOTHETICAL
TOTAL $1,000 INVESTMENT
INTERNATIONAL EQUITY FUND (CLASS A SHARES) RATE OF RETURN AT THE END OF PERIOD
<S> <C> <C>
March 1, 1991 (commencement of operations) to
December 31, 1996 4.98% $1,328
Five Years Ended December 31, 1996 5.50% $1,307
One Year Ended December 31, 1996 (2.28)% $ 977

LANDMARK EMERGING ASIAN MARKETS EQUITY FUND (CLASS A SHARES)
August 23, 1995 (commencement of operations) to
December 31, 1996 (2.34)% $ 968
One Year Ended December 31, 1996 (3.42)% $ 966
</TABLE>

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

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

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

The value of each Portfolio's net assets (i.e., the value of its securities
and other assets less its liabilities, including expenses payable or accrued) is
determined at the same time and on the same days as the net asset value per
share of its corresponding Fund is determined. The net asset value of a Fund's
investment in the Portfolio in which it invests is equal to the Fund's pro rata
share of the net assets of the Portfolio.

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

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

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

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

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

LETTER OF INTENT

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

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

RIGHT OF ACCUMULATION

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

5. MANAGEMENT

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

TRUSTEES OF THE TRUST
H.B. ALVORD; 74 -- Treasurer-Tax Collector, County of Los Angeles (retired,
March 1984); Chairman, certain registered investment companies in the 59 Wall
Street funds group. His address is 1450 Oleada Road, Pebble Beach, California.
Mr. Alvord has announced that he intends to retire as a Trustee on May 31,
1997.

PHILIP W. COOLIDGE*; 45 -- President of the Trust and the Portfolio Trust;
Chairman, Chief Executive Officer and President, Signature Financial Group,
Inc. and The Landmark Funds Broker-Dealer Services, Inc. (since December
1988).

RILEY C. GILLEY; 70 -- Vice President and General Counsel, Corporate Property
Investors (November 1988 to December 1991); Partner, Breed, Abbott & Morgan
(Attorneys) (retired, December 1987). His address is 4041 Gulf Shore Boulevard
North, Naples, Florida.

DIANA R. HARRINGTON; 57 -- Professor, Babson College (since September 1993);
Visiting Professor, Kellogg Graduate School of Management, Northwestern
University (September 1992 to September 1993); Professor, Darden Graduate School
of Business, University of Virginia (September 1978 to September 1993); Trustee,
The Highland Family of Funds (since March 1997). Her address is 120 Goulding
Street, Holliston, Massachusetts.

SUSAN B. KERLEY; 45 -- President, Global Research Associates, Inc. (Investment
Research) (since August 1990); Manager, Rockefeller & Co. (March 1988 to July
1990); Trustee, Mainstay Institutional Funds (since December 1990). Her
address is P.O. Box 9572, New Haven, Connecticut.

C. OSCAR MORONG, JR.; 62 -- Chairman of the Board of Trustees of the Trust;
Managing Director, Morong Capital Management (since February 1993); Senior
Vice President and Investment Manager, CREF Investments, Teachers Insurance &
Annuity Association (retired, January 1993); Director, Indonesia Fund;
Director, MAS Funds. His address is 1385 Outlook Drive West, Mountainside, New
Jersey.

E. KIRBY WARREN; 62 -- Professor of Management, Graduate School of Business,
Columbia University (since 1987); Samuel Bronfman Professor of Democratic
Business Enterprise (1978 to 1987). His address is Columbia University, Graduate
School of Business, 725 Uris Hall, New York, New York.

WILLIAM S. WOODS, JR.; 76 -- Vice President-Investments, Sun Company, Inc.
(retired, April 1984). His address is 35 Colwick Road, Cherry Hill, New
Jersey.

TRUSTEES OF THE PORTFOLIO TRUST
ELLIOTT J. BERV; 54 -- Chairman and Director, Catalyst, Inc. (Management
Consultants) (since June 1992); President, Chief Operating Officer and
Director, Deven International, Inc. (International Consultants) (June 1991 to
June 1992); President and Director, Elliott J. Berv & Associates (Management
Consultants) (since May 1984). His address is 15 Stornoway Drive, Cumberland
Foreside, Maine.

MARK T. FINN; 53 -- President and Director, Delta Financial, Inc. (since June
1983); Chairman of the Board and Chief Executive Officer, FX 500 Ltd.
(Commodity Trading Advisory Firm) (since April 1990); Director, Vantage
Consulting Group, Inc. (since October 1988). His address is 3500 Pacific
Avenue, P.O. Box 539, Virginia Beach, Virginia.

WALTER E. ROBB, III; 70 -- President, Benchmark Consulting Group, Inc. (since
1991); Principal, Robb Associates (corporate financial advisers) (since 1978);
President, Benchmark Advisors, Inc. (Corporate Financial Advisors)(since
1989); Trustee of certain registered investment companies in the MFS Family of
Funds. His address is 35 Farm Road, Sherborn, Massachusetts.

OFFICERS OF THE TRUST AND THE PORTFOLIO TRUST
SAMANTHA M. BURGESS*; 27 -- Assistant Secretary and Assistant Treasurer of the
Trust and the Portfolio Trust; Assistant Vice President, Signature Financial
Group, Inc. (since November 1995); Graduate Student, Loyola University (prior
to August 1995).

CHRISTINE A. DRAPEAU*; 26 -- Assistant Secretary and Assistant Treasurer of the
Trust and the Portfolio Trust; Assistant Vice President, Signature Financial
Group, Inc. (since January 1996); Paralegal and Compliance Officer, various
financial companies (July 1992 to January 1996); Graduate Student, Bentley
College (prior to December 1994).

JOHN R. ELDER*; 48 -- Treasurer of the Trust and the Portfolio Trust; Vice
President, Signature Financial Group, Inc. (since April 1995); Treasurer,
Phoenix Family of Mutual Funds (Phoenix Home Life Mutual Insurance Company)
(1983 to March 1995).

LINDA T. GIBSON*; 31 -- Secretary of the Trust and the Portfolio Trust; Vice
President, Signature Financial Group, Inc. (since May 1992); Assistant
Secretary, The Landmark Funds Broker-Dealer Services, Inc. (since October
1992); law student, Boston University School of Law (from September 1989 to
May 1992).

JOAN A. GULINELLO*; 41 -- Assistant Secretary and Assistant Treasurer of the
Trust and the Portfolio Trust; Vice President, Signature Financial Group, Inc.
(since October 1993); Secretary, The Landmark Funds Broker-Dealer Services,
Inc. (since October 1995); Vice President and Assistant General Counsel,
Massachusetts Financial Services Company (prior to October 1993).

JAMES E. HOOLAHAN*; 49 -- Vice President, Assistant Secretary and Assistant
Treasurer of the Trust and the Portfolio Trust; Senior Vice President,
Signature Financial Group, Inc.

SUSAN JAKUBOSKI*; 33 -- Assistant Treasurer and Assistant Secretary of the
Portfolio Trust (since August 1994); Manager, Signature Financial Group
(Cayman) Ltd. (since August 1994); Senior Fund Administrator, Signature
Financial Group, Inc. (since August 1994); Assistant Treasurer, Signature
Broker-Dealer Services, Inc. (since September 1994); Fund Compliance
Administrator, Concord Financial Group (November 1990 to August 1994). Her
address is Elizabethan Square, George Town, Grand Cayman, Cayman Islands, BWI.

MOLLY S. MUGLER*; 45 -- Assistant Secretary of the Trust and the Portfolio
Trust; Vice President, Signature Financial Group, Inc.; Assistant Secretary,
The Landmark Funds Broker-Dealer Services, Inc. (since December 1988).

KARYN A. NOKE*; 26 -- Vice President, Assistant Secretary and Assistant
Treasurer of the Trust and the Portfolio Trust; Vice President, Signature
Financial Group (Cayman) Ltd. (since September 1996); Assistant Vice
President, Signature Financial Group, Inc. (May 1993 to August 1996); Student,
University of Massachusetts (prior to May 1993).

SHARON M. WHITSON*; 48 -- Assistant Secretary and Assistant Treasurer of the
Trust and the Portfolio Trust; Assistant Vice President, Signature Financial
Group, Inc. (since November 1992); Associate Trader, Massachusetts Financial
Services Company (prior to November 1992).

JULIE J. WYETZNER*; 37 -- Vice President, Assistant Secretary and Assistant
Treasurer of the Trust and the Portfolio Trust; Vice President, Signature
Financial Group, Inc.

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

The following table shows Trustee compensation for the periods indicated.

<TABLE>
TRUSTEE COMPENSATION TABLE
<CAPTION>
AGGREGATE AGGREGATE
COMPENSATION FROM COMPENSATION FROM THE TOTAL COMPENSATION
THE INTERNATIONAL EMERGING ASIAN FROM TRUST AND
TRUSTEE EQUITY FUND(1) MARKETS EQUITY FUND(1) COMPLEX(2)
- ------- -------------- ---------------------- ----------
<S> <C> <C> <C>
H.B. Alvord $1,531 $1,402 $44,000
Philip W. Coolidge $ 0 $ 0 $ 0
Riley C. Gilley $1,545 $1,353 $46,000
Diana R. Harrington $1,633 $1,431 $47,250
Susan B. Kerley $1,611 $1,426 $45,250
C. Oscar Morong, Jr. $1,666 $1,435 $58,875
Donald B. Otis(3) $1,733 $1,131 $38,000
E. Kirby Warren $1,563 $1,408 $47,375
William S. Woods, Jr. $1,686 $1,440 $47,000
- ------------
(1) For the fiscal year ended December 31, 1996.
(2) Information relates to the fiscal year ended December 31, 1996. Messrs. Alvord, Coolidge,
Gilley, Morong, Warren and Woods, and Mses. Harrington and Kerley are Trustees of 23, 46,
25, 23, 23, 25, 23, and 23 funds or portfolios, respectively, in the Landmark Family of Funds.
(3) Mr. Otis retired as a Trustee on August 31, 1996.
</TABLE>

As of April 9, 1997, all Trustees and officers as a group owned less than 1%
of each Fund's outstanding shares. As of the same date, more than 95% of the
outstanding shares of each Fund were held of record by Citibank, N.A. or its
affiliates as Shareholder Servicing Agents of the Fund for the accounts of their
respective clients.

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

ADVISER

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

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

The Prospectus contains a description of the fees payable to the Adviser for
services under the Advisory Agreements. For the four months ended April 30,
1994, the fee paid to Citibank under a prior investment advisory agreement with
the International Equity Fund was $103,552. For the period from May 1, 1994 to
December 31, 1994 and the fiscal years ended December 31, 1995 and 1996, the
fees paid to Citibank under the Advisory Agreement for the International Equity
Portfolio were $218,950, $345,632 and $472,204, respectively. For the period
August 23, 1995 (commencement of operations) to December 31, 1995 and for the
fiscal year ended December 31, 1996, the fees paid to Citibank under the
Advisory Agreement for the Emerging Asian Markets Equity Portfolio were $12,307
(all of which was voluntarily waived) and $109,575 (of which $49,394 was
voluntarily waived), respectively.

ADMINISTRATOR

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

The Prospectus contains a description of the fees payable to the
Administrator and the Portfolio Administrator under the Administrative Services
Agreements. For fiscal years ended December 31, 1994, 1995 and 1996, the fees
payable by the International Equity Fund to LFBDS under the Administrative
Services Agreement and a prior administrative services agreement were $38,077,
$29,605 and $100,446 (of which $55,944 was voluntarily waived), respectively.
For the period from May 1, 1994 to December 31, 1994 and for the fiscal years
ended December 31, 1995 and 1996, the fees payable by the International Equity
Portfolio to SFG under the Administrative Services Agreement with the Portfolio
Trust were $10,948, $17,281 and $23,610 (of which $10,363 was voluntarily
waived), respectively.

For the period August 23, 1995 (commencement of operations) to December 31,
1995 and for the fiscal year ended December 31, 1996, the fees payable by the
Emerging Asian Markets Equity Fund to LFBDS under the Administrative Services
Agreement were $1,260 (all of which was voluntarily waived) and $32,730 (of
which $14,911 was voluntarily waived), respectively. For the period August 23,
1995 (commencement of operations) to December 31, 1995 and for the fiscal year
ended December 31, 1996, the fees payable by the Emerging Asian Markets Equity
Portfolio to SFG under the Adminsitrative Services Agreement with the Portfolio
Trust were $615 (all of which was voluntarily waived) and $5,478 (of which
$4,953 was voluntarily waived), respectively.

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

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

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

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

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

DISTRIBUTOR

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

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

The Emerging Asian Markets Equity Fund is also permitted to pay the
Distributor an additional monthly service fee with respect to the Class A shares
at an annual rate not to exceed 0.25% of the Fund's average daily net assets
represented by the Class A shares. Each Fund is permitted to pay the Distributor
an additional monthly service fee with respect to the Class B shares at an
annual rate not to exceed 0.25% of the Fund's average daily net assets
represented by the Class B shares.

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

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

As contemplated by the Distribution Plans, LFBDS acts as the agent of the
Trust in connection with the offering of shares of each Fund pursuant to the
Distribution Agreements. After the prospectuses and periodic reports of the
Funds have been prepared, set in type and mailed to existing shareholders, the
Distributor pays for the printing and distribution of copies thereof which are
used in connection with the offering of shares of the Funds to prospective
investors. The Prospectus contains a description of fees payable to the
Distributor under the Distribution Agreements. For the fiscal years ended
December 31, 1994, 1995 and 1996, the fees payable to LFBDS under the
Distribution Agreement and a prior distribution agreement with respect to the
International Equity Fund were $31,590, $29,605 and $33,482, respectively, no
portion of which was applicable to reimbursement for expenses incurred in
connection with print or electronic media advertising. For the period August 23,
1995 (commencement of operations) to December 31, 1995 and for the fiscal year
ended December 31, 1996, the fees payable to LFBDS under the Distribution
Agreement with respect to the Emerging Asian Markets Equity Fund were $1,260
(all of which was voluntarily waived) and $10,910 (of which $4,971 was
voluntarily waived), respectively.

SHAREHOLDER SERVICING AGENTS, TRANSFER AGENT AND CUSTODIAN

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

The Trust has entered into a shareholder servicing agreement (a "Servicing
Agreement") with each Shareholder Servicing Agent and a Transfer Agency and
Service Agreement with State Street Bank and Trust Company ("State Street")
pursuant to which State Street (or its affiliate State Street Canada, Inc.) acts
as transfer agent for each Fund. The Trust, on behalf of each Fund, has entered
into a Custodian Agreement and a Fund Accounting Agreement with Investors Bank &
Trust Company ("IBT") pursuant to which custodial and fund accounting services,
respectively, are provided for the Funds. See "Shareholder Servicing Agents" and
"Transfer Agent, Custodian and Fund Accountant" in the Prospectus for additional
information, including a description of fees paid to the Shareholder Servicing
Agents under the Servicing Agreements. For the fiscal years ended December 31,
1994, 1995 and 1996, the aggregate fees payable to Shareholder Servicing Agents
under the Shareholder Servicing Agreements for the International Equity Fund
were $126,215 (of which $47,241 was voluntarily waived), $74,013 and $83,705,
respectively. For the period August 23, 1995 (commencement of operations) to
December 31, 1995 and for the fiscal year ended December 31, 1996, the aggregate
fees payable to Shareholder Servicing Agents under the Shareholder Servicing
Agreements for the Emerging Asian Markets Equity Fund were $3,149 (all of which
was voluntarily waived) and $27,275 (of which $12,426 was voluntarily waived),
respectively.

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

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

The Portfolio Trust, on behalf of each Portfolio, has entered into a
Custodian Agreement and a Fund Accounting Agreement with IBT, pursuant to which
custodial and fund accounting services, respectively, are provided for the
Portfolios. See "Shareholder Servicing Agents" and "Transfer Agent, Custodian
and Fund Accountant" in the Prospectus for additional information.

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

AUDITORS

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

COUNSEL

Bingham, Dana & Gould LLP, 150 Federal Street, Boston, MA 02110, acts as
counsel for the Funds.

6. PORTFOLIO TRANSACTIONS

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

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

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

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

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

For the period May 1, 1994 to December 31, 1994 and for the fiscal years
ended December 31, 1995 and 1996, the International Equity Portfolio paid
brokerage commissions in the amount of $48,435, $81,000 and $236,514,
respectively. For the period August 23, 1995 (commencement of operations) to
December 31, 1995 and for the fiscal year ended December 31, 1996, the Emerging
Asian Market Equity Portfolio paid brokerage commissions in the amount of
$44,000 and $138,267, respectively.

7. DESCRIPTION OF SHARES, VOTING RIGHTS AND LIABILITIES

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

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

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

Share certificates will not be issued.

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

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

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

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

8. CERTAIN ADDITIONAL TAX MATTERS

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

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

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

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

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

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

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

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

The Fund will withhold tax payments at the rate of 30% (or any lower rate
permitted under an applicable treaty) on taxable dividends and other payments
subject to withholding taxes that are made to persons who are not citizens or
residents of the United States. Distributions received from the Fund by non-U.S.
persons also may be subject to tax under the laws of their own jurisdiction.

The account application asks each new shareholder to certify that the
shareholder's Social Security or taxpayer identification number is correct and
that the shareholder is not subject to 31% backup withholding for failing to
report income to the IRS. If a shareholder fails to provide this information, or
otherwise violates IRS regulations, the Fund may be required to withhold tax at
the rate of 31% on certain distributions and redemption proceeds paid to that
shareholder.

9. INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS

Price Waterhouse LLP are the independent accountants for the Funds,
providing audit services and assistance and consultation with respect to the
preparation of filings with the Securities and Exchange Commission. Price
Waterhouse are the chartered accountants for the Portfolio Trust.

The audited financial statements of the International Equity Fund (Statement
of Assets and Liabilities at December 31, 1996, Statement of Operations for the
year ended December 31, 1996, Statement of Changes in Net Assets for each of the
years in the two-year period ended December 31, 1996, Financial Highlights for
each of the years in the five-year period ended December 31, 1996 and for the
period March 1, 1991 (commencement of operations) to December 31, 1991, Notes to
Financial Statements and Independent Auditors' Report), each of which is
included in the Annual Report to Shareholders of the Fund, are incorporated by
reference into this Statement of Additional Information and have been so
incorporated in reliance upon the reports of Price Waterhouse LLP (for the
fiscal years ended December 31, 1996, 1995 and 1994) and Deloitte & Touche LLP
(for periods prior to the fiscal year ended December 31, 1994), independent
accountants, on behalf of the Fund.

The audited financial statements of the International Equity Portfolio
(Portfolio of Investments at December 31, 1996, Statement of Assets and
Liabilities at December 31, 1996, Statement of Operations for the fiscal year
ended December 31, 1996, Statement of Changes in Net Assets for the fiscal years
ended December 31, 1996 and 1995, Financial Highlights for fiscal years ended
December 31, 1996 and 1995 and for the period May 1, 1994 (commencement of
operations) to December 31, 1994, Notes to Financial Statements and Independent
Auditors' Report), each of which is included in the Annual Report to
Shareholders of the International Equity Fund, are incorporated by reference
into this Statement of Additional Information and have been so incorporated in
reliance upon the reports of Price Waterhouse, chartered accountants, on behalf
of the Portfolio.

The audited financial statements of the Emerging Asian Markets Equity Fund
(Statement of Assets and Liabilities at December 31, 1996, Statement of
Operations for the fiscal year ended December 31, 1996, Statement of Changes in
Net Assets for the fiscal year ended December 31, 1996 and for the period August
23, 1995 (commencement of operations) to December 31, 1995, Financial Highlights
for the fiscal year ended December 31, 1996 and for the period August 23, 1995
(commencement of operations) to December 31, 1995, Notes to Financial Statements
and Independent Auditors' Report), each of which is included in the Annual
Report to Shareholders, are incorporated by reference into this Statement of
Additional Information and have been so incorporated in reliance upon the report
of Price Waterhouse LLP, independent accountants, on behalf of the Fund.

The audited financial statements of the Emerging Asian Markets Equity
Portfolio (Portfolio of Investments at December 31, 1996, Statement of Assets
and Liabilities at December 31, 1996, Statement of Operations for the fiscal
year ended December 31, 1996, Statement of Changes in Net Assets for the fiscal
year ended December 31, 1996 and for the period August 23, 1995 (commencement of
operations) to December 31, 1995, Financial Highlights for the fiscal year ended
December 31, 1996 and for the period August 23, 1995 (commencement of
operations) to December 31, 1995, Notes to Financial Statements and Independent
Auditors' Report), each of which is included in the Annual Report to
Shareholders of the Emerging Asian Markets Equity Fund, are incorporated by
reference into this Statement of Additional Information and have been so
incorporated in reliance upon the report of Price Waterhouse, chartered
accountants, on behalf of the Portfolio.

Copies of the Annual Reports for each Fund accompany this Statement of
Additional Information.
<PAGE>

SHAREHOLDER SERVICING AGENTS

FOR CITIBANK RETAIL BANKING AND
BUSINESS AND PROFESSIONAL CUSTOMERS:
Citibank, N.A.
111 Wall Street, New York, NY 10094
(212) 820-2383 or (800) 846-5300

FOR CITIGOLD CUSTOMERS:
Citigold
P.O. Box 5130, New York, NY 10126-5130
Call Your Citigold Executive or, in NY or CT, (800) 285-1701
or for all other states, (800) 285-1707

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 CITIBANK NORTH AMERICAN INVESTOR SERVICES CLIENTS:
Citibank, N.A.
Master Trust Accounts
111 Wall Street, New York, NY 10094
Call Your Account Manager or (212) 657-9659