LANDMARK INTERNATIONAL EQUITY FUND, 485BPOS, 1998-04-30

LANDMARK INTERNATIONAL EQUITY FUND
485BPOS, 1998-04-30

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<PAGE>

As filed with the Securities and Exchange Commission on April 30, 1998

File Nos. 33-36556
811-6154

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

FORM N-1A

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 17*
AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 23

CITIFUNDS INTERNATIONAL TRUST**
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

21 MILK STREET, BOSTON, MASSACHUSETTS 02109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

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

PHILIP W. COOLIDGE, 21 MILK STREET, BOSTON, MASSACHUSETTS 02109
(NAME AND ADDRESS OF AGENT FOR SERVICE)

COPY TO:
ROGER P. JOSEPH, BINGHAM DANA LLP, 150 FEDERAL STREET,
BOSTON, MASSACHUSETTS 02110

It is proposed that this filing will become effective on May 1, 1998
pursuant to paragraph (b) of Rule 485.

The Premium Portfolios, on behalf of International Equity Portfolio and
Emerging Asian Markets Equity Portfolio, has also executed this Registration
Statement.

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

*This filing relates only to shares of CitiFunds International Equity Portfolio
and CitiFunds Emerging Asian Markets Equity Portfolio.
**Formerly Landmark International Funds.

<PAGE>

CITIFUNDS INTERNATIONAL TRUST
(CITIFUNDS INTERNATIONAL EQUITY PORTFOLIO AND
CITIFUNDS EMERGING ASIAN MARKETS EQUITY PORTFOLIO)

REGISTRATION STATEMENT ON FORM N-1A

CROSS REFERENCE SHEET

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

PART A PROSPECTUS
- ------ ----------

Item 1. Cover Page . . . . . . . . . . . . . . . . . Cover Page
Item 2. Synopsis . . . . . . . . . . . . . . . . . . Expense Summary
Item 3. Condensed Financial Information. . . . . . . Condensed Financial
Information
Item 4. General Description of Registrant. . . . . . Investment
Information; General
Information; Appendix
Item 5. Management of the Fund . . . . . . . . . . . Management; Expenses
Item 5A. Management's Discussion of Fund Performance. Not Applicable

Item 6. Capital Stock and Other Securities . . . . . General Information;
Voting and Other
Rights; Purchases;
Exchanges;
Redemptions; Dividends
and Distributions; Tax
Matters

Item 7. Purchase of Securities Being Offered . . . . . Purchases; Exchanges;
Redemptions
Item 8. Redemption or Repurchase . . . . . . . . . . Purchases; Exchanges;
Redemptions
Item 9. Pending Legal Proceedings. . . . . . . . . . Not Applicable

STATEMENT OF
ADDITIONAL
PART B INFORMATION
- ------ -----------

Item 10. Cover Page . . . . . . . . . . . . . . . . . Cover Page
Item 11. Table of Contents. . . . . . . . . . . . . . Cover Page

Item 12. General Information and History. . . . . . . The Trust

Item 13. Investment Objectives and Policies . . . . . Investment Objectives

Item 14. Management of the Fund . . . . . . . . . . . Management

Item 15. Control Persons and Principal Holders
of Securities . . . . . . . . . . . . . . . Management
Item 16. Investment Advisory and Other Services . . . Management
Item 17. Brokerage Allocation and Other Practices . . Portfolio Transactions
Item 18. Capital Stock and Other Securities . . . . . Description of Shares,
Voting Rights and
Liabilities

Item 19. Purchase, Redemption and Pricing of
Securities Being Offered. . . . . . . . . . Description of Shares,
Voting Rights and
Liabilities;
Determination of Net
Asset Value; Valuation
of Securities;
Additional Redemption
Information

Item 20. Tax Status . . . . . . . . . . . . . . . . . Certain Additional Tax
Matters
Item 21. Underwriters . . . . . . . . . . . . . . . . Management
Item 22. Calculation of Performance Data. . . . . . . Performance
Information
Item 23. Financial Statements . . . . . . . . . . . . Independent
Accountants and
Financial Statements

<PAGE>

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

Prospectus May 1, 1998

CITIFUNDS-SM- INTERNATIONAL EQUITY PORTFOLIO

This Prospectus describes CitiFunds-SM- International Equity Portfolio, a
diversified mutual fund in the CitiFunds Family of Funds. Citibank, N.A. is the
investment adviser.

UNLIKE OTHER MUTUAL FUNDS WHICH DIRECTLY ACQUIRE AND MANAGE THEIR OWN PORTFOLIOS
OF SECURITIES, THE FUND SEEKS ITS INVESTMENT OBJECTIVE BY INVESTING ALL OF ITS
INVESTABLE ASSETS IN A PORTFOLIO WITH THE SAME INVESTMENT OBJECTIVE AND
POLICIES. SEE "SPECIAL INFORMATION CONCERNING INVESTMENT STRUCTURE" ON PAGE 11.

This Prospectus concisely sets forth information about the Fund that a
prospective investor should know before investing. A Statement of Additional
Information dated the date of this Prospectus (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 Fund may be made, by contacting the
investor's Shareholder Servicing Agent or by calling 1-800-625-4554. The
Statement of Additional Information and other related materials are available on
the SEC's Internet web site (http://www.sec.gov).

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

REMEMBER THAT SHARES OF THE FUND:

- 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.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

INVESTORS SHOULD READ THIS PROSPECTUS AND RETAIN IT FOR FUTURE REFERENCE.

<PAGE>

TABLE OF CONTENTS

Prospectus Summary 3

...............................................................................

Expense Summary 5

...............................................................................

Condensed Financial Information 6

...............................................................................

Investment Information 8

...............................................................................

Risk Considerations 9

...............................................................................

Valuation of Shares 12

...............................................................................

Purchases 12

...............................................................................

Exchanges 13

...............................................................................

Redemptions 13

...............................................................................

Dividends and Distributions 14

...............................................................................

Management 15

...............................................................................

Tax Matters 18

...............................................................................

Performance Information 19

...............................................................................

General Information 20

...............................................................................

Appendix -- Permitted Investments and Investment Practices 22

...............................................................................

2
<PAGE>

PROSPECTUS SUMMARY

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

THE FUND: This Prospectus describes CitiFunds International Equity Portfolio.
The Fund is a diversified mutual fund.

INVESTMENT OBJECTIVE AND POLICIES: The Fund's objective is long-term capital
growth; dividend income, if any, is incidental to this investment objective.
Through International Equity Portfolio (the "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 market
capitalizations and seasoned management teams. Because the Fund invests through
the Portfolio, all references in this Prospectus to the Fund include the
Portfolio, except as otherwise noted.

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 $88 billion in assets worldwide.
CFBDS, Inc. ("CFBDS" or the "Distributor") is the distributor of shares of the
Fund. See "Management."

PURCHASES AND REDEMPTIONS: Customers of Shareholder Servicing Agents may
purchase and redeem shares of the Fund on any day the New York Stock Exchange is
open for trading. See "Purchases" and "Redemptions."

PRICING: Shares of the Fund are purchased and redeemed at net asset value,
without a sales load or redemption fees. Shares are subject to a distribution
fee at the annual rate of 0.10% of the average daily net assets of the Fund. See
"Purchases" and "Management -- Distribution Arrangements."

EXCHANGES: Shares may be exchanged for shares of the CitiSelect-Registered
Trademark- Portfolios and certain other CitiFunds. See "Exchanges."

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

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

WHO SHOULD INVEST: The Fund is 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.

3
<PAGE>

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 Fund invests 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 Fund's 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 the 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 Fund may invest in securities of issuers in developing countries. Investors
in the Fund 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.

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.

4
<PAGE>

EXPENSE SUMMARY

The following table summarizes estimated shareholder transaction and annual
operating expenses for shares of the Fund and the Portfolio.* For more
information on costs and expenses, see "Management" -- page 15 and "General
Information -- Expenses" -- page 21.

<TABLE>
<CAPTION>
CITIFUNDS
INTERNATIONAL
EQUITY
PORTFOLIO
- ---------------------------------------------------------------------------------
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES None
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET
ASSETS):
Management Fees 1.00%
12b-1 Fees (after fee waivers and reimbursements) (1)(2) 0.10%
Other Expenses
Administrative Services Fees (after fee waivers and
reimbursements) (2) 0.33%
Shareholder Servicing Agent Fees 0.25%
Other Operating Expenses (3) 0.07%
- ---------------------------------------------------------------------------------
Total Fund Operating Expenses (2) 1.75%
- ---------------------------------------------------------------------------------
</TABLE>

* This table is intended to assist investors in understanding the various costs
and expenses that a shareholder of the Fund will bear, either directly or
indirectly. 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) 12b-1 distribution fees are asset-based sales charges. Long-term
shareholders in the 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.

(2) Absent fee waivers and reimbursements, 12b-1 fees would be 0.15%,
administrative services fees would be 0.35% and total fund operating expenses
would be 1.82%. The foregoing 12b-1 fees assume a 0.05% charge for print or
electronic media expenses.

(3) CFBDS has agreed to pay the ordinary operating expenses of the Fund, subject
to certain exceptions. CFBDS receives a fee from the Fund. See "General
Information -- Expenses."

EXAMPLE: A shareholder would pay the following expenses on a $1,000 investment,
assuming a 5% annual return and redemption at the end of each period indicated
below.

<TABLE>
<CAPTION>
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CITIFUNDS INTERNATIONAL EQUITY PORTFOLIO $ 18 $ 55 $ 95 $ 206
- -----------------------------------------------------------------------------------------------------
</TABLE>

The Example assumes that all dividends are reinvested and reflects certain
voluntary fee waivers. If waivers were not in place, the amounts in the example
would be $18, $57, $99 and $214 for the Fund. Expenses are based on the Fund's
fiscal year ended December 31, 1997. 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 the Fund's future performance. THE EXAMPLE SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OF THE FUND. ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

5
<PAGE>

CONDENSED FINANCIAL INFORMATION

The following table provides condensed financial information about the Fund for
the periods indicated. The information below should be read in conjunction with
the financial statements appearing in the Fund's Annual Report to Shareholders,
which is incorporated by reference in the Statement of Additional Information.
The financial statements and notes, as well as the table below, have been
audited by Price Waterhouse LLP, independent accountants on behalf of CitiFunds
International Equity Portfolio (formerly Landmark International Equity Fund).
The report of Price Waterhouse LLP is included in the Fund's Annual Report.
Copies of the Annual Report may be obtained without charge from an investor's
Shareholder Servicing Agent or by calling 1-800-625-4554.

<TABLE>
<CAPTION>
CITIFUNDS INTERNATIONAL EQUITY PORTFOLIO -- FINANCIAL HIGHLIGHTS MARCH 1, 1991
(COMMENCEMENT OF
YEAR ENDED DECEMBER 31, OPERATIONS) TO
1997 1996 1995 1994# 1993# 1992# DECEMBER 31, 1991#
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, beginning of
period $11.79 $13.46 $11.44 $12.93 $ 9.96 $10.13 $10.00
- ----------------------------------------------------------------------------------------------------------------------------
Income from Operations:
Net investment income (loss) 0.004** 0.028** 0.013** 0.001** (0.003)** 0.052 0.098
Net realized and unrealized
gain (loss) on investments 0.592** 0.314** 2.055** (1.483)** 2.973** (0.199) 0.062
- ----------------------------------------------------------------------------------------------------------------------------
Total from investment
operations 0.596 0.342 2.068 (1.482) 2.970 (0.147) 0.160
- ----------------------------------------------------------------------------------------------------------------------------
Less Distributions:
From net investment income (0.025) (0.021) (0.048) (0.001) -- (0.023) (0.030)
In excess of net investment
income -- -- -- (0.007) -- -- --
From net realized gains on
investments (0.941) (1.991) -- -- -- -- --
- ----------------------------------------------------------------------------------------------------------------------------
Total from distributions (0.966) (2.012) (0.048) (0.008) -- (0.023) (0.030)
- ----------------------------------------------------------------------------------------------------------------------------
Net Asset Value, end of period $11.42 $11.79 $13.46 $11.44 $12.93 $ 9.96 $10.13
- ----------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(000's omitted) $18,333 $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%(A) 1.75% 1.75% 1.75%*
Ratio of net investment income
(loss) to average net assets 0.03% 0.18% 0.10% 0.00% (0.02)% 0.57% 1.03%*
Portfolio turnover (B) -- -- -- 5% 36% 42% 29%
Total return 5.15% 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 $(0.004)** $(0.002)** $0.013 $(0.018)** $(0.116)** $(0.016) $0.028
RATIOS:
Expenses to average net assets 1.82%(A) 1.94%(A) 1.75%(A) 1.90%(A) 2.50% 2.50% 2.50%*
Net investment income (loss)
to average net assets 0.04% (0.01)% 0.10% (0.15)% (0.77)% (0.18)% 0.29%*
</TABLE>

6
<PAGE>

* 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 rate for the fiscal years ended December 31, 1996 and 1997 is
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.

7
<PAGE>

INVESTMENT INFORMATION

INVESTMENT OBJECTIVE: The investment objective of the Fund is long-term capital
growth. Dividend income, if any, is incidental to this investment objective.

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

INVESTMENT POLICIES: The 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,
European Depositary Receipts or other similar securities representing common
stock on 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 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. or a BBB rating from Standard & Poor's Ratings Group or
are determined by the Adviser to be of equivalent quality.

CERTAIN ADDITIONAL INVESTMENT POLICIES:

Temporary Investments. For temporary defensive purposes, the 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 Fund's permitted
investments and investment practices, see the Appendix -- Permitted Investments
and Investment Practices on page 22. The Fund will not necessarily invest or
engage in each of the investments and investment practices in the Appendix but
reserves 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

8
<PAGE>

Fund, including a limitation that the Fund may borrow from banks in an amount
not to exceed 1/3 of the Fund's net assets for extraordinary or emergency
purposes (E.G., to meet redemption requests). Except as otherwise indicated, the
Fund's investment objective 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 the Fund's securities will not be
a violation of policy.

Portfolio Turnover. Securities of the 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, 1996 and 1997, the turnover rates for
the Fund were 109% and 99%, 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 the 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 the 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. The 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

9
<PAGE>

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 Fund. Prices at which the 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.

The Fund may 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 the 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 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.

10
<PAGE>

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

Investment Practices. Certain of the investment practices employed for the Fund
may entail additional risks as described in the Appendix. See the Appendix --
Permitted Investments and Investment Practices on page 22.

Special Information Concerning Investment Structure. The Fund does not invest
directly in securities. Instead, the Fund invests all of its investable assets
in the Portfolio, which is a mutual fund having the same investment objective
and policies as the Fund. The Portfolio, in turn, buys, holds and sells
securities in accordance with its objective and policies. Of course, there can
be no assurance that the Fund or the Portfolio will achieve its objective. The
Trustees of the Fund believe that the aggregate per share expenses of the Fund
and the 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 the Portfolio. The Fund may withdraw its investment
in the 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 the Fund were to
withdraw its investment in the 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 objective and policies. If the 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.

The Portfolio may change its investment objective and certain of its investment
policies and restrictions without approval by its investors, but the Portfolio
will notify the 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
the Fund to withdraw its investment in the Portfolio.

Certain investment restrictions of the Portfolio cannot be changed without
approval by the investors in the Portfolio. These policies are described in the
Statement of Additional Information. When the Fund is asked to vote on matters
concerning the 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 the Portfolio.

The Portfolio may sell interests to investors in addition to the Fund. These
investors may be mutual funds which offer shares to their shareholders with

11
<PAGE>

different costs and expenses than the Fund. Therefore, the investment returns
for all investors in funds investing in the 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 Portfolio is available from
the Fund's distributor, CFBDS, at (617) 423-1679.

VALUATION OF SHARES

Net asset value per share of the 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 of
the Fund (including the Fund's interest in the Portfolio), then subtracting the
Fund's liabilities, and then dividing the result by the number of the Fund's
outstanding 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 generally 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 the Fund's investments, trading may take place in
securities held by the Fund on days that are not Business Days and on which it
will not be possible to purchase or redeem shares of the Fund.

PURCHASES

Shares of the Fund are offered continuously and may be purchased on any Business
Day at the public offering price. The public offering price is the net asset
value next determined after an order is transmitted to and accepted by the
Distributor. The 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.

Shares may be purchased 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 Fund 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 the Fund). A securities broker may
receive both commissions and shareholder servicing fees. Each Shareholder
Servicing Agent is required to promptly forward orders for Fund shares to the
Distributor.

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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.

EXCHANGES

Shares may be exchanged for shares of the CitiSelect Portfolios and certain
other CitiFunds that are made available by a shareholder's Shareholder Servicing
Agent, or may be acquired through an exchange of shares of those funds.

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 Securities and Exchange
Commission 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
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. Shareholders may redeem shares of the Fund only by authorizing
their Shareholder Servicing Agents to redeem such shares on their behalf through
the Distributor.

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.

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<PAGE>

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 Fund 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, the
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
Redemption Information" in the Statement of Additional Information regarding the
Fund's right to pay the redemption price in kind with securities (instead of
cash).

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 the 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.

The 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. The Fund

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<PAGE>

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 issued at net asset value.

MANAGEMENT

TRUSTEES AND OFFICERS: The Fund is supervised by a Board of Trustees. The
Portfolio is 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 the Fund are different from a majority of the
disinterested Trustees of the Portfolio. More information on the Trustees and
officers of the Fund and the Portfolio appears under "Management" in the
Statement of Additional Information.

INVESTMENT ADVISER: CITIBANK. The 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 $88 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. Citicorp recently announced its intention to merge with The
Travelers Group. Completion of the merger is subject to the satisfaction of
certain conditions.

Citibank manages the Fund's assets pursuant to an Investment Advisory Agreement.
Subject to policies set by the Trustees, Citibank makes investment decisions for
the Fund.

Trevor Forbes, who is based in Citibank's London office, is the manager of the
Fund. Mr. Forbes, who has been a manager of the 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.

Management's discussion of the 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 Agreement, the
Adviser receives an investment advisory fee of 1.00%, which is accrued daily and
paid monthly, of the Fund's average daily net assets on an annualized basis for
the Fund's then-current fiscal year. This investment advisory fee is higher than
the investment advisory fees currently being paid by most investment companies
in general. The Trustees of the 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.

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<PAGE>

For the fiscal year ended December 31, 1997, the investment advisory fee paid to
Citibank was 1.00% of the Fund's average daily net assets for that fiscal year.

Banking Relationships. Citibank and its affiliates may have deposit, loan and
other relationships with the issuers of securities purchased on behalf of the
Fund, 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 Fund 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 Fund. Citibank believes that its services
under the Investment Advisory Agreement 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 Fund would seek
alternative means for obtaining these services. The Fund does not expect that
shareholders would suffer any adverse financial consequences as a result of any
such occurrence.

ADMINISTRATIVE SERVICES PLANS: The Fund and the Portfolio have Administrative
Services Plans which provide that the Fund and the Portfolio may obtain the
services of an administrator, a transfer agent, a custodian, and, in the case of
the Fund, 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 Fund'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. Distribution fees (other than any fee concerning
electronic or media advertising) paid under the Fund's Distribution Plan are
included in this percentage limitation. Within this overall limitation,
individual fees may vary. Under the Portfolio's Administrative Services Plan,
fees paid to the Portfolio's Administrator may not exceed 0.05% of the
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."

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<PAGE>

providing general office facilities, supervising the overall administration of
the Fund and the Portfolio, and providing persons satisfactory to the Boards of
Trustees to serve as Trustees and officers of the Fund and Portfolio. These
Trustees and officers may be directors, officers or employees of CFBDS, 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 the Fund and 0.05% of the
average daily net assets of the 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.
CFBDS has agreed to pay certain expenses of the Fund. SFG has agreed to pay
certain expenses of the Portfolio. See "General Information -- Expenses."

CFBDS and SFG are wholly-owned subsidiaries of Signature Financial Group, Inc.

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

SHAREHOLDER SERVICING AGENTS: The Fund has 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 the 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 Fund, 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 the 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, dividend disbursing agent, and custodian for the
Fund. Securities may be held by a sub-custodian bank approved by the Trustees.
State Street also provides fund accounting services and calculates the daily net
asset value for the Fund. The principal business address of State Street is 225
Franklin Street, Boston, Massachusetts 02110.

DISTRIBUTION ARRANGEMENTS: CFBDS, 21 Milk Street, Boston, MA 02109, (telephone
(617) 423-1679), is the Distributor of the Fund's shares and also serves

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<PAGE>

as a Shareholder Servicing Agent for certain investors. CFBDS receives
distribution fees from the Fund pursuant to a Distribution Plan adopted in
accordance with Rule 12b-1 under the 1940 Act.

The Fund's Distribution Plan provides that the Fund will pay the Distributor a
monthly distribution fee at an annual rate not to exceed 0.10% of the average
daily net assets of the Fund. The Plan also permits the Fund to pay the
Distributor an additional fee (not to exceed 0.05% of the average daily net
assets of the Fund) in anticipation of or as reimbursement for print or
electronic media advertising expenses incurred in connection with the sale of
shares. The Fund did not pay anything under this provision during 1997 and does
not anticipate doing so during the current fiscal year.

The Distributor uses the distribution fees under the Plan to offset the Fund's
marketing costs, 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 Fund and the Distributor
provide to the Trustees quarterly a written report of amounts expended pursuant
to the Plan and the purposes for which the expenditures were made.

During the period they are in effect, the Plan and related Distribution
Agreement obligate the Fund to pay distribution fees to CFBDS as compensation
for its distribution activities, not as reimbursement for specific expenses
incurred. Thus, even if CFBDS's expenses exceed its distribution fees for the
Fund, the Fund will not be obligated to pay more than those fees and, if CFBDS's
expenses are less than such fees, it will retain its full fees and realize a
profit. The Fund will pay the distribution fees to CFBDS until either the Plan
or Distribution Agreement is terminated or not renewed. In that event, CFBDS's
expenses in excess of distribution fees received or accrued through the
termination date will be CFBDS's sole responsibility and not obligations of the
Fund.

TAX MATTERS

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

The 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 the 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 shares
of the Fund have been

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<PAGE>

held. Such long-term net capital gains will generally be taxable to shareholders
as if the shareholders had directly realized gains from the same sources from
which they were realized by the Fund.

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

The Fund may pay withholding or other taxes to non-U.S. governments during the
year. These taxes will reduce the Fund's dividends; however, shareholders
generally will receive deemed dividends equal to the amount of such taxes and
then, subject to applicable limitations, may be able to claim a tax credit or
itemized deduction for non-U.S. taxes paid by the Fund.

By January 31 of each year, the 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 the Fund's shares when redeemed
may be more or less than their original cost.

The 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, 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.

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

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<PAGE>

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 Fund.

GENERAL INFORMATION

ORGANIZATION: The Fund is a series of CitiFunds International Trust, a
Massachusetts business trust organized on August 7, 1990. The Trust is also an
open-end management investment company registered under the 1940 Act. Prior to
March 2, 1998, the Fund was called Landmark International Equity Fund. Prior to
January 7, 1998, CitiFunds International Trust was called Landmark International
Funds.

The 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.

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

VOTING AND OTHER RIGHTS: CitiFunds International 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 Fund gives the shareholder one vote in
Trustee elections and other matters submitted to shareholders for vote. All
shares of each series of CitiFunds International Trust have equal voting rights
except that, in matters affecting only a particular series or class, only shares
of that particular series or class are entitled to vote.

At any meeting of shareholders of the 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, CitiFunds International Trust is not required
to hold annual shareholder meetings. Shareholder approval will usually be sought
only for changes in the 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 the Fund is entitled to participate equally in dividends and other
distributions and the proceeds of any liquidation of the Fund.

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<PAGE>

CERTIFICATES: The Fund's 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 the 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: CFBDS has agreed to pay the Fund's ordinary operating expenses
(excluding interest, taxes, brokerage commissions, litigation costs or other
extraordinary costs and expenses and excluding the fees paid under the Fund's
Investment Advisory Agreement, Administrative Services Agreement, Distribution
Agreement and Shareholder Servicing Agreements). CFBDS receives a fee from the
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% of
the Fund's average daily net assets. For the fiscal year ended December 31,
1997, CFBDS paid expenses of the Fund in the amount of $93,479, and the Fund
paid CFBDS under this agreement the amount of $29,404. For that fiscal year, the
total expenses of the Fund were 1.75% of its average daily net assets.

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

YEAR 2000: The Fund could be adversely affected if the computer systems used by
the Fund or its service providers are not programmed to accurately process
information on or after January 1, 2000. The Fund, and its service providers,
are making efforts to resolve any potential Year 2000 issues. While it is likely
that these efforts will be successful, the failure to implement any necessary
modifications to computer systems used by the Fund or its service providers
could result in an adverse impact on the Fund.

Counsel and Independent Auditors: Bingham Dana LLP, 150 Federal Street, Boston,
MA 02110, is counsel for the Fund. Price Waterhouse LLP, located at 160 Federal
Street, Boston, MA 02110, serves as independent auditor for the Fund.

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

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

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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 FUND OR ITS DISTRIBUTOR. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFERING BY THE FUND OR ITS DISTRIBUTOR IN ANY JURISDICTION IN
WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.

APPENDIX

PERMITTED INVESTMENTS AND
INVESTMENT PRACTICES

Repurchase Agreements. The 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. The 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 the 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, the 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 the 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.

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<PAGE>

Rule 144A Securities. The 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. The 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 the Fund to sell them promptly at an
acceptable price.

"When-Issued" Securities. In order to ensure the availability of suitable
securities, the 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 the 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.

23
<PAGE>

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." The 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. Not more than 40% of the 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 the 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 the Fund may be invested in shares of other investment
companies. The Fund may invest up to 5% of its assets in closed-end investment
companies which primarily hold securities of non-U.S. issuers.

24
<PAGE>

Prospectus May 1, 1998

CITIFUNDS-SM- EMERGING ASIAN MARKETS EQUITY PORTFOLIO

This Prospectus describes CitiFunds-SM- Emerging Asian Markets Equity Portfolio,
a diversified mutual fund in the CitiFunds Family of Funds. Citibank, N.A. is
the investment adviser.

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

REMEMBER THAT SHARES OF THE FUND:

- 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.

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

INVESTORS SHOULD READ THIS PROSPECTUS AND RETAIN IT FOR FUTURE REFERENCE.

<PAGE>

TABLE OF CONTENTS

Prospectus Summary 3

...............................................................................

Expense Summary 5

...............................................................................

Condensed Financial Information 6

...............................................................................

Investment Information 8

...............................................................................

Risk Considerations 10

...............................................................................

Valuation of Shares 13

...............................................................................

Purchases 14

...............................................................................

Exchanges 14

...............................................................................

Redemptions 15

...............................................................................

Dividends and Distributions 16

...............................................................................

Management 16

...............................................................................

Tax Matters 20

...............................................................................

Performance Information 21

...............................................................................

General Information 21

...............................................................................

Appendix A -- Permitted Investments and Investment Practices 24

...............................................................................

Appendix B -- Certain Information about Emerging Asia Countries 26

...............................................................................

2
<PAGE>

PROSPECTUS SUMMARY

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

THE FUND: This Prospectus describes CitiFunds Emerging Asian Markets Equity
Portfolio (the "Fund"). The Fund is a diversified mutual fund.

INVESTMENT OBJECTIVE AND POLICIES: 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 "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. Because the Fund invests through the Portfolio,
all references in this Prospectus to the Fund include the Portfolio, except as
otherwise noted.

EXCHANGES: Shares may be exchanged for shares of the CitiSelect-Registered
Trademark- Portfolios and certain other CitiFunds. See "Exchanges."

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

3
<PAGE>

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 the Fund will achieve its
investment objective, and the 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 Fund invests 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 Fund's 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. Many of the currencies of countries in which the Fund invests have
recently experienced extreme volatility relative to the U.S. dollar, including
periods of devaluation. Changes in non-U.S. currency values will affect the
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 Fund invests in securities of issuers in developing countries. Investors in
the Fund 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 Fund will be more susceptible to political and
economic factors affecting issuers in its region and the particular countries in
which it invests.

4
<PAGE>

EXPENSE SUMMARY

The following table summarizes estimated shareholder transaction and annual
operating expenses for shares of the Fund and the Portfolio.* For more
information on costs and expenses, see "Management" -- page 16 and "General
Information -- Expenses" -- page 23.

<TABLE>
<CAPTION>
CITIFUNDS
EMERGING ASIAN
MARKETS EQUITY
PORTFOLIO
- ---------------------------------------------------------------------------------
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES None
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS):
Management Fees 1.00%
12b-1 Fees (after fee waivers and reimbursements)(1)(2) 0.10%
Other Expenses
Administrative Services Fees (after fee waivers and
reimbursements)(2) 0.30%
Shareholder Servicing Agent Fees 0.25%
Other Operating Expenses (3) 0.20%
- ---------------------------------------------------------------------------------
Total Fund Operating Expenses (2) 1.85%
- ---------------------------------------------------------------------------------
</TABLE>

* This table is intended to assist investors in understanding the various
costs and expenses that a shareholder of the Fund will bear, either directly
or indirectly. 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.

(2) Absent fee waivers and reimbursements, 12b-1 fees would be 0.15%,
administrative services fees would be 0.35% and total fund operating
expenses would be 1.95%. The foregoing 12b-1 fees assume a 0.05% charge for
print or electronic media expenses. The foregoing total operating expense
assumes an expected 0% interest expense.

(3) CFBDS has agreed to pay the ordinary operating expenses of the Fund, subject
to certain exceptions. CFBDS receives a fee from the Fund. See "General
Information -- Expenses."

EXAMPLE: A shareholder would pay the following expenses on a $1,000 investment,
assuming a 5% annual return and redemption at the end of each period indicated
below.

<TABLE>
<CAPTION>
ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CITIFUNDS EMERGING ASIAN MARKETS EQUITY PORTFOLIO $19 $ 58 $100 $217
- ----------------------------------------------------------------------------
</TABLE>

The Example assumes that all dividends are reinvested and reflects certain
voluntary fee waivers. Expenses are based on the Fund's fiscal year ended
December 31, 1997. If waivers were not in place, the amounts in the example
would be $21, $64, $109 and $236 for the Fund. 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 the Fund's future performance. THE EXAMPLE
SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OF THE
FUND. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

5
<PAGE>

CONDENSED FINANCIAL INFORMATION

The following table provides condensed financial information about the Fund for
the periods indicated. The information below should be read in conjunction with
the financial statements appearing in the Fund's Annual Report to Shareholders,
which is incorporated by reference in the Statement of Additional Information.
The financial statements and notes, as well as the table below, have been
audited by Price Waterhouse LLP, independent accountants on behalf of CitiFunds
Emerging Asian Markets Equity Portfolio (formerly Landmark Emerging Asian
Markets Equity Fund). The report of Price Waterhouse LLP is included in the
Fund's Annual Report. Copies of the Annual Report may be obtained without charge
from an investor's Shareholder Servicing Agent or by calling 1-800-625-4554.

CITIFUNDS EMERGING ASIAN MARKETS EQUITY PORTFOLIO -- FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
AUGUST 23, 1995
(COMMENCEMENT OF
YEAR ENDED OPERATIONS) TO
DECEMBER 31, DECEMBER 31,
1997 1996 1995
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------
Net Asset Value, beginning of period $10.14 $10.00 $10.00
- --------------------------------------------------------------------------------------------------
Income from Operations:
Net investment income (loss) (0.056) 0.010+ 0.026
Net realized and unrealized gain (loss) (6.424) 0.130+++ --
- --------------------------------------------------------------------------------------------------
Total from investment operations (6.48) 0.140 0.026
- --------------------------------------------------------------------------------------------------
Less Distributions:
From net investment income -- -- (0.026)
- --------------------------------------------------------------------------------------------------
Total from distributions -- -- (0.026)
- --------------------------------------------------------------------------------------------------
Net Asset Value, end of period $3.66 $10.14 $10.00
- --------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted) $1,682 $10,585 $5,969
Ratio of expenses to average net assets(A) 1.95# 1.01% 0.00%
Ratio of net investment income (loss) to average
net assets (0.40)% 0.16% 1.50%*
Total return (63.91)% 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 $(0.067) $(0.024)+ $(0.046)
RATIOS:
Expenses to average net assets(A) 2.03% 1.85% 1.85%
Net investment income (loss) to average net assets (0.48)% (0.68)% (0.35)%*
</TABLE>

6
<PAGE>

* Annualized.

** Not annualized.

# Ratio of expenses to average net assets excluding interest expense would be
1.85%.

+ 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 the Portfolio's allocated expenses.

7
<PAGE>

INVESTMENT INFORMATION

INVESTMENT OBJECTIVE: The investment objective of the Fund is long-term capital
growth. Dividend income, if any, is incidental to this investment objective.

INVESTMENT POLICIES: The 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, European Depositary
Receipts 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 the economies of the Emerging Asia Countries, although
currently experiencing many economic challenges, could return to above average
rates of economic growth within a few years. The Adviser also believes that
investing in the Fund may provide effective diversification for a portfolio
invested in United States and developed international markets, because emerging
markets generally have not moved in sync with more developed international
markets over the long-term.

8
<PAGE>

Investors should keep in mind, however, that Emerging Asia Countries recently
have been and may continue to be subject to severe political, social and
economic setbacks. The setbacks in these markets 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 setbacks could continue
to disrupt financial markets in which the Fund invests and adversely affect the
value of the Fund's assets.

In recent months, there has been extraordinary economic turmoil in Emerging Asia
Countries. In late 1997, a number of the Emerging Asia Countries suffered
currency devaluations, equity market downturns, and other detrimental economic
events, leading several countries to request and receive assistance from the
International Monetary Fund. The International Monetary Fund has provided
assistance in exchange for assurances of financial reform. There can be no
assurance that these reforms will occur. Economic turmoil may continue in the
region and may negatively impact the Fund's return and the value of the Fund's
shares. See Appendix B on page 26.

CERTAIN ADDITIONAL INVESTMENT POLICIES:

Other Permitted Investments. For more information regarding the Fund's permitted
investments and investment practices, see Appendix A -- Permitted Investments
and Investment Practices on page 24. The Fund will not necessarily invest or
engage in each of the investments and investment practices in Appendix A but
reserves 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
Fund, including a limitation that the Fund may borrow from banks in an amount
not to exceed 1/3 of the Fund's net assets for extraordinary or emergency
purposes (e.g., to meet redemption requests). Except as otherwise indicated, the
Fund's investment objective 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 the Fund's securities will not be
a violation of policy.

9
<PAGE>

the fiscal years ended December 31, 1996 and 1997, the turnover rates for the
Fund were 73% and 72%, respectively. The amount of brokerage commissions and
realization of taxable capital gains will tend to increase as the level of
portfolio activity increases.

RISK CONSIDERATIONS

The risks of investing in the 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.

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 Investors Service, Inc. or BBB by Standard &
Poor's Ratings Group 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 Fund.

10
<PAGE>

Prices at which the 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 the Fund's net asset
value, the value of dividends and interest earned and gains and losses realized
on the sale of securities. Currencies of the Emerging Asia Countries can be more
volatile than those of developed countries. Certain of these currencies recently
have experienced a significant devaluation relative to the U.S. dollar, causing
the value of investments in such countries to drop significantly in U.S. dollar
terms. In particular, Thailand, Indonesia, the Philippines and South Korea have
experienced currency crises and have sought assistance from the International
Monetary Fund. In addition, some Emerging Asia Countries have fixed or managed
currencies which are not free-floating against the U.S. dollar. A government's
failure to maintain such a fixed currency may lead to volatility in currency
values.

The Fund invests 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 the 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

11
<PAGE>

attributable to U.S. investing. As a result, the operating expense ratio of the
Fund is expected to be higher than that of an investment company investing
exclusively in U.S. securities.

Smaller Companies. Investors in the 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 Fund invests 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. Because many of the Emerging
Asia Countries are trading partners, political and economic setbacks in a
particular Emerging Asia Country in which the Fund invests may lead to market
instability and a lack of investor confidence in other Emerging Asia Countries.
During 1997, events in a number of Emerging Asia Countries highlighted the
financial interdependence of the region and demonstrated that negative financial
events in one country may have far-reaching negative effects throughout the
region. The devaluation of the Thai currency caused a wave of currency
devaluations and other detrimental economic events in many Emerging Asia
Countries. See Appendix B for additional information about Emerging Asia
Countries.

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

12
<PAGE>

shareholders. If the Fund were to withdraw its investment in the 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 objective and policies. If the
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.

The Portfolio may sell interests to investors in addition to the Fund. These
investors may be mutual funds which offer shares to their shareholders with
different costs and expenses than the Fund. Therefore, the investment returns
for all investors in funds investing in the 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 Portfolio is available from
the Fund's distributor, CFBDS, at (617) 423-1679.

VALUATION OF SHARES

13
<PAGE>

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

PURCHASES

Shares may be purchased 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 Fund 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 the Fund). A securities broker may
receive both commissions and shareholder servicing fees. Each Shareholder
Servicing Agent is required to promptly forward orders for Fund shares to the
Distributor.

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

EXCHANGES

14
<PAGE>

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

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.

15
<PAGE>

In the case of purchases by check, this can take up to ten days. See
"Determination of Net Asset Value; Valuation of Securities; Additional
Redemption Information" in the Statement of Additional Information regarding the
Fund's right to pay the redemption price in kind with securities (instead of
cash).

DIVIDENDS AND DISTRIBUTIONS

Substantially all of the 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.

The 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. The 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.

MANAGEMENT

16
<PAGE>

Citibank manages the Fund's assets pursuant to an Investment Advisory Agreement.
Subject to policies set by the Trustees, Citibank makes investment decisions for
the Fund.

Shern Liang Tan, who is based in Citibank's Singapore office, is the manager of
the Fund. Mr. Tan, who has been a manager of the 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 the 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.

For the fiscal year ended December 31, 1997, the investment advisory fee paid to
Citibank, after waivers, was 0.97% of the Fund's average daily net assets for
that fiscal year.

17
<PAGE>

prevented from acting as the Adviser, sub-administrator or a Shareholder
Servicing Agent, the Fund would seek alternative means for obtaining these
services. The Fund does not expect that shareholders would suffer any adverse
financial consequences as a result of any such occurrence.

ADMINISTRATIVE SERVICES PLANS: The Fund and the Portfolio have Administrative
Services Plans which provide that the Fund and the Portfolio may obtain the
services of an administrator, a transfer agent, a custodian, and, in the case of
the Fund, 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 Fund'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 Plan for shares of the Fund. Within this overall
limitation, individual fees may vary. Under the Portfolio's Administrative
Services Plan, fees paid to the Portfolio's Administrator may not exceed 0.05%
of the 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: CFBDS and Signature Financial Group (Cayman) Ltd. ("SFG")
provide certain administrative services to the Fund and the Portfolio under
administrative services agreements. These administrative services include
providing general office facilities, supervising the overall administration of
the Fund and the Portfolio, and providing persons satisfactory to the Boards of
Trustees to serve as Trustees and officers of the Fund and Portfolio. These
Trustees and officers may be directors, officers or employees of CFBDS, SFG or
their affiliates.

CFBDS and SFG are wholly-owned subsidiaries of Signature Financial Group, Inc.

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

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<PAGE>

DISTRIBUTION ARRANGEMENTS: CFBDS, 21 Milk Street, Boston, Massachusetts 02109,
(telephone (617) 423-1679), is the Distributor of the Fund's shares and also
serves as a Shareholder Servicing Agent for certain investors. CFBDS receives
distribution fees from the Fund pursuant to a Distribution Plan adopted in
accordance with Rule 12b-1 under the 1940 Act.

19
<PAGE>

overhead expenses. The Fund and the Distributor provide to the Trustees
quarterly a written report of amounts expended pursuant to the Plan and the
purposes for which the expenditures were made.

TAX MATTERS

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

The 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.

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

20
<PAGE>

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

PERFORMANCE INFORMATION

GENERAL INFORMATION

ORGANIZATION: The Fund is a series of CitiFunds International Trust, a
Massachusetts business trust that was organized on August 7, 1990. The Trust is
also an open-end management investment company registered under the 1940 Act.
Prior to March 2, 1998, the Fund was called Landmark Emerging Asian Markets
Equity Fund. Prior to January 7, 1998, CitiFunds International Trust was called
Landmark International Funds.

21
<PAGE>

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

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

22
<PAGE>

EXPENSES: CFBDS has agreed to pay the Fund's ordinary operating expenses
(excluding interest, taxes, brokerage commissions, litigation costs or other
extraordinary costs and expenses and excluding the fees paid under the Fund's
Investment Advisory Agreement, Administrative Services Agreement, Distribution
Agreement and Shareholder Servicing Agreements). CFBDS receives a fee from the
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 1.85% of
the Fund's average daily net assets. For the fiscal year ended December 31,
1997, CFBDS paid expenses of the Fund in the amount of $14,018, and the Fund
paid CFBDS under this agreement the amount of $87,605. For that fiscal year, the
total expenses of the Fund were 1.85% of its average daily net assets.

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

23
<PAGE>

APPENDIX A

PERMITTED INVESTMENTS AND
INVESTMENT PRACTICES

24
<PAGE>

Short Sales "Against the Box." In a short sale, the Fund sells a borrowed
security and has a corresponding obligation to the lender to return the
identical security. The 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." The 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. Not more
than 40% of the Fund's total assets would be involved in short sales "against
the box."

25
<PAGE>

APPENDIX B

CERTAIN INFORMATION ABOUT
EMERGING ASIA COUNTRIES

Under normal circumstances, at least 65% of the assets of the 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.

In recent months, there has been extraordinary economic turmoil in Emerging Asia
Countries. In July, 1997, Thailand ceased maintaining a fixed exchange rate
linked to the U.S. dollar. As a result, the Thai currency drastically devalued
as compared to the U.S. dollar. The Thai currency crisis spread to other
Emerging Asia Countries, resulting in devaluations of virtually all of the
currencies of the Emerging Asia Countries. Exchange rate volatility in turn
caused extreme volatility in the equity markets of Emerging Asia Countries.
Since July, 1997, investors in equity markets in Emerging Asia Countries have
experienced significant losses due to currency fluctuations, depreciation in
equity securities and other detrimental economic events.

Several Emerging Asia Countries have requested and received assistance from the
International Monetary Fund. The International Monetary Fund has provided
assistance in exchange for assurances of financial reform. There can be no
assurance that these reforms will occur. For example, Indonesia recently
breached its reform agreements with the International Monetary Fund.

26
<PAGE>

In certain Emerging Asia Countries economic difficulties and the intervention of
the International Monetary Fund have threatened the political power of current
government leaders and sparked social unrest. For example, in Indonesia there
have been riots directed against the ethnic Chinese community. Economic, social,
and political turmoil may continue in the region and may negatively impact the
Fund's return and the value of the Fund's shares.

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. However, in some
countries, new governments have been democratically elected and are functioning
effectively. The issue of transition of power from one generation of leader to
the next has caused uncertainty in certain Emerging Asia Countries. For example,
sovereignty over Hong Kong was transferred from Great Britain to China on July
1, 1997, at which time Hong Kong became a Special Administrative Region of
China. Although China has committed by treaty to preserve the economic and
social freedoms enjoyed in Hong Kong for 50 years following the reversion, it is
not clear how future developments in Hong Kong and China may affect this
commitment. It is to be expected that the Hong Kong stock market will remain
volatile in response to prevailing perceptions of political developments in
China.

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 has experienced border battles with Laos and
Cambodia, and India has engaged in border disputes with several of its
neighbors, including China and Pakistan. An uneasy truce exists between North
Korea and South Korea. China continues to claim sovereignty over Taiwan and the
threat of armed conflict continues to exist with respect to the issue of the
political reunification of the two countries. Finally, 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 differ 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. The economies of certain of the Emerging Asia Countries may
suffer from extreme debt burdens or inflation rates. Hyperinflation and rapid
fluctuations in inflation rates have had, and may continue to have, negative
effects on the economies and securities markets of certain Emerging Asia
Countries.

27
<PAGE>

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 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. For example, revocation by the United
States of China's "Most Favored Nation" status under United States international
trade laws would adversely affect the trade and economic development of China
and Hong Kong.

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. Other countries, 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.

The economies of certain of the Emerging Asia Countries may be subject to risks
related to the banking systems in those countries. Problems have arisen in
certain banking systems due to excessive lending for the development of real
property and a high proportion of nonperforming loans.

The stock markets in certain of the Emerging Asia Countries are undergoing a
period of growth and change which may result in trading volatility and
difficulties in the settlement and recording of transactions and in interpreting
and applying the relevant law and regulations. For example, investments have
been impeded in India because of that country's difficulties in processing and
settling securities transactions. In China, the securities market is relatively
new and the country has no securities laws of nationwide applicability. The
corporate form of organization has only recently been permitted in China and
fundamental corporate law tenets, such as limited liability, remain open to
question. In addition, in certain countries such as Hong Kong and China, 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.

Governments in certain of the Emerging Asia 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

28
<PAGE>

prices of securities and payment of dividends. 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, South Korea, Malaysia, the Philippines, Singapore, Taiwan,
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. Some
Emerging Asia Countries limit the percentage foreign investors may own of their
domestic issuers by requiring that such issuers issue two classes of shares,
"local" and "foreign" shares. Foreign shares may be held only by investors that
are not considered nationals or residents of that country and may be subject to
restrictions on the right to receive dividends and other distributions or
limited voting and other rights. The market for foreign shares is generally less
liquid than the market for local shares, and foreign shares often trade at a
premium to local shares. Currently, in China, the Fund may only invest in "B"
shares, which are reserved for foreigners, of securities traded on The Shanghai
Securities Exchange and The Shenzhen Stock Exchange, the two officially
recognized securities exchanges in China.

The Fund may invest indirectly in the securities markets of certain of the
Emerging Asia Countries through other investment funds due to restrictions on
foreign investment. 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."

29
<PAGE>

Statement of
Additional Information
May 1, 1998

CITIFUNDS-SM- INTERNATIONAL EQUITY PORTFOLIO
CITIFUNDS-SM- EMERGING ASIAN MARKETS EQUITY PORTFOLIO

CitiFunds-SM- International Equity Portfolio and CitiFunds-SM- Emerging
Asian Markets Equity Portfolio (the "Funds") are separate series of
CitiFunds-SM- International Trust (the "Trust"). The address and telephone
number of the Trust are 21 Milk Street, Boston, MA 02109, (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

<TABLE>
<CAPTION>
PAGE
-----
<C> <S> <C>
1. The Trust............................................................................................. 2
2. Investment Objectives................................................................................. 2
3. Description of Permitted Investments and Investment Practices......................................... 2
4. Investment Restrictions............................................................................... 8
5. Performance Information............................................................................... 10
6. Determination of Net Asset Value; Valuation of Securities; Additional Redemption Information.......... 11
7. Management............................................................................................ 12
8. Portfolio Transactions................................................................................ 19
9. Description of Shares, Voting Rights and Liabilities.................................................. 20
10. Certain Additional Tax Matters........................................................................ 21
11. Independent Accountants and Financial Statements...................................................... 23
</TABLE>

This Statement of Additional Information sets forth information which may be
of interest to investors but which is not necessarily included in the Funds'
Prospectuses, dated May 1, 1998. This Statement of Additional Information should
be read in conjunction with the Prospectuses, copies of which may be obtained by
an investor without charge by contacting the Funds' distributor, CFBDS, Inc., at
21 Milk Street, Boston, MA 02109, (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 TRUST

CitiFunds International Trust 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. The Trust was called Landmark International
Equity Fund until its name was changed to Landmark International Funds effective
May 5, 1995. Effective January 7, 1998, the Trust's name was changed to
CitiFunds International Trust. This Statement of Additional Information
describes CitiFunds International Equity Portfolio (the "International Equity
Fund") and CitiFunds Emerging Asian Markets Equity Portfolio (the "Emerging
Asian Markets Equity Fund"), which are separate diversified series of the Trust.
Prior to March 2, 1998, the International Equity Fund was called Landmark
International Equity Fund and the Emerging Asian Markets Equity Fund was called
Landmark Emerging Asian Markets Equity Fund. References in this Statement of
Additional Information to the "Prospectus" of each Fund are to the Prospectus,
dated May 1, 1998.

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 are separate series
of The Premium Portfolios 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. In
addition, references to the Trust include the Portfolio Trust, 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 objective 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.

CFBDS, Inc. ("CFBDS" 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 CFBDS, 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. CFBDS may receive distribution fees
from each Fund pursuant to a Distribution Plan adopted in accordance with Rule
12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act").

2. INVESTMENT OBJECTIVES

The investment objective of each 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.

3. DESCRIPTION OF PERMITTED INVESTMENTS AND INVESTMENT PRACTICES

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. Each Fund's Prospectus contains a discussion of the
various types of securities in which that Fund and its Portfolio may invest and
the risks involved in such investments. The following supplements the
information contained in each Prospectus concerning the investment objective,
policies and techniques of the applicable Fund and its Portfolio. 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.

2
<PAGE>
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 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
have adopted guidelines and delegated 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

3
<PAGE>
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. ADRs, EDRs and GDRs are subject to many of the same risks
that apply to other investments in non-U.S. securities.

ADRs, EDRs, and GDRs may be issued pursuant to sponsored or unsponsored
programs. In sponsored programs, an issuer has made arrangements to have its
securities traded in the form of depositary receipts. In unsponsored programs,
the issuer may not be directly involved in the creation of the program. Although
regulatory requirements with respect to sponsored and unsponsored programs are
generally similar, in some cases it may be easier to obtain financial
information from an issuer that has participated in the creation of a sponsored
program. Accordingly, there may be less information available regarding issuers
of securities underlying unsponsored programs, and there may not be a
correlation between such information and the market value of the depositary
receipts.

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

4
<PAGE>
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.

5
<PAGE>
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

6
<PAGE>
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). 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.

7
<PAGE>
LENDING OF SECURITIES

Consistent with applicable regulatory requirements and in order to generate
income, each Portfolio may lend its securities to broker-dealers and other
institutional borrowers. Such loans will usually be made only to member banks of
the U.S. Federal Reserve System and to member firms of the New York Stock
Exchange (and subsidiaries thereof). Loans of securities would be secured
continuously by collateral in cash, cash equivalents, or U.S. Treasury
obligations maintained on a current basis at an amount at least equal to the
market value of the securities loaned. The cash collateral would be invested in
high quality short-term instruments. 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).

4. INVESTMENT 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.

8
<PAGE>
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.

As an operating policy, each of the Funds will not invest more than 15% of
its respective net assets in securities for which there is no readily available
market. This policy is not fundamental and may be changed without shareholder
approval.

9
<PAGE>

If a percentage or rating restriction on investment or utilization of assets
set forth above or referred to in a Fund's 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.

5. 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.

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 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 shares of each Fund
for the periods indicated, assuming that dividends and capital gains
distributions, if any, were reinvested.

<TABLE>
<CAPTION>
REDEEMABLE VALUE
OF A HYPOTHETICAL
ANNUALIZED $1,000 INVESTMENT
TOTAL RATE OF AT THE END OF
RETURN PERIOD
-------------- -----------------
<S> <C> <C>
INTERNATIONAL EQUITY FUND
March 1, 1991 (commencement of operations) to December 31, 1997................. 5.75% $ 1,466
Five Years Ended December 31, 1997.............................................. 7.92% $ 1,464
One Year Ended December 31, 1997................................................ 5.15% $ 1,052

EMERGING ASIAN MARKETS EQUITY FUND
August 23, 1995 (commencement of operations) to December 31, 1997............... (34.62)% $ 367
One Year Ended December 31, 1997................................................ (63.91)% $ 361
</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.

6. DETERMINATION OF NET ASSET VALUE; VALUATION OF SECURITIES;
ADDITIONAL REDEMPTION INFORMATION

The net asset value per share of each Fund is determined each day during
which the New York Stock Exchange is open for trading (a "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, Martin Luther King Jr. Day, Presidents' Day,
Good Friday,

10
<PAGE>

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 of a Fund (including its interest in its Portfolio),
then subtracting the liabilities of the Fund, and then dividing the result by
the number of outstanding shares of the Fund. 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 may 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

11
<PAGE>

investments or determination of its net asset value not reasonably practicable;
(b) the New York Stock Exchange is closed (other than customary weekend and
holiday closings); or (c) the SEC has by order permitted such suspension.

7. MANAGEMENT

The Trustees and officers of the Trust and the Portfolio Trust, their ages
and their principal occupations during at least 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 21 Milk Street, Boston, Massachusetts. The address of the
Portfolio Trust is Elizabethan Square, George Town, Grand Cayman, British West
Indies.

TRUSTEES OF THE TRUST

PHILIP W. COOLIDGE*; 46 -- President of the Trust and the Portfolio Trust;
Chief Executive Officer and President, Signature Financial Group, Inc. and
CFBDS.

RILEY C. GILLEY; 71 -- 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; 58 -- 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; 46 -- 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.; 63 -- 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; Trustee, MAS
Funds (since 1993). His address is 1385 Outlook Drive West, Mountainside, New
Jersey.

E. KIRBY WARREN; 63 -- 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.; 77 -- 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; 55 -- Chairman and Director, Catalyst, Inc. (Management
Consultants) (since June 1992); President, Chief Operating Officer and Director,
Deven International, Inc. (International Consultants) (June 1991 to June 1992);
President and Director, Elliott J. Berv & Associates (Management Consultants)
(since May 1984). His address is 15 Stornoway Drive, Cumberland Foreside, Maine.

PHILIP W. COOLIDGE*; 46 -- President of the Trust and the Portfolio Trust;
Chief Executive Officer and President, Signature Financial Group, Inc. and
CFBDS.

MARK T. FINN; 54 -- 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.

12
<PAGE>

WALTER E. ROBB, III; 71 -- President, Benchmark Consulting Group, Inc.
(since 1991); Principal, Robb Associates (Corporate Financial Advisors) (since
1978); President, Benchmark Advisors, Inc. (Corporate Financial Advisors)(since
1989); Trustee of certain registered investment companies in the MFS Family of
Funds. His address is 35 Farm Road, Sherborn, Massachusetts.

OFFICERS OF THE TRUST AND THE PORTFOLIO TRUST

PHILIP W. COOLIDGE*; 46 -- President of the Trust and the Portfolio Trust;
Chief Executive Officer and President, Signature Financial Group, Inc. and
CFBDS.

CHRISTINE A. DRAPEAU*; 27 -- 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).

TAMIE EBANKS-CUNNINGHAM*; 25 -- Assistant Secretary of the Trust and the
Portfolio Trust; Office Manager, Signature Financial Group (Cayman) Ltd. (since
April 1995); Administrator, Cayman Islands Primary School (prior to April 1995).
Her address is P.O. Box 2494, Elizabethan Square, George Town, Grand Cayman,
Cayman Islands, British West Indies.

JOHN R. ELDER*; 49 -- Treasurer of the Trust and the Portfolio Trust; Vice
President, Signature Financial Group, Inc. (since April 1995); Treasurer, CFBDS
(since April 1995); Treasurer, Phoenix Family of Mutual Funds (Phoenix Home Life
Mutual Insurance Company) (1983 to March 1995).

LINDA T. GIBSON*; 32 -- Secretary of the Trust and the Portfolio Trust; Vice
President, Signature Financial Group, Inc. (since May 1992); Assistant
Secretary, CFBDS (since October 1992).

JOAN R. GULINELLO*; 42 -- Assistant Secretary and Assistant Treasurer of the
Trust and the Portfolio Trust; Vice President, Signature Financial Group, Inc.
(since October 1993); Secretary, CFBDS (since October 1995); Vice President and
Assistant General Counsel, Massachusetts Financial Services Company (prior to
October 1993).

JAMES E. HOOLAHAN*; 51 -- Vice President, Assistant Secretary and Assistant
Treasurer of the Trust and the Portfolio Trust; Senior Vice President, Signature
Financial Group, Inc.

SUSAN JAKUBOSKI*; 34 -- Vice President, Assistant Treasurer and Assistant
Secretary of the Trust and the Portfolio Trust; Vice President, Signature
Financial Group (Cayman) Ltd. (since August 1994); Fund Compliance
Administrator, Concord Financial Group (November 1990 to August 1994). Her
address is Suite 193, 12 Church St., Hamilton HM 11, Bermuda.

MOLLY S. MUGLER*; 46 -- Assistant Secretary and Assistant Treasurer of the
Trust and the Portfolio Trust; Vice President, Signature Financial Group, Inc.;
Assistant Secretary, CFBDS.

CLAIR TOMALIN*; 29 -- Assistant Secretary of the Trust and the Portfolio
Trust; Office Manager, Signature Financial Group (Europe) Limited (since 1993).
Her address is 117 Charterhouse Street, London ECIM 6AA.

SHARON M. WHITSON*; 50 -- Assistant Secretary and Assistant Treasurer of the
Trust and the Portfolio Trust; Assistant Vice President, Signature Financial
Group, Inc.

JULIE J. WYETZNER*; 39 -- 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 CFBDS, SFG or their
affiliates serve as the distributor or administrator.

13
<PAGE>
The following table shows Trustee compensation for the periods indicated.

TRUSTEE COMPENSATION TABLE

<TABLE>
<CAPTION>
AGGREGATE
AGGREGATE COMPENSATION FROM
COMPENSATION FROM THE EMERGING ASIAN TOTAL COMPENSATION
THE INTERNATIONAL MARKETS EQUITY FROM TRUST AND
TRUSTEE EQUITY FUND(1) FUND(1) COMPLEX(2)
- ----------------------------------------------------- ------------------- ------------------- ------------------
<S> <C> <C> <C>
H.B. Alvord(3)....................................... $ 842 $ 757 $ 32,000
Philip W. Coolidge................................... $ 0 $ 0 $ 0
Riley C. Gilley...................................... $ 1,668 $ 1,887 $ 50,000
Diana R. Harrington.................................. $ 1,743 $ 1,611 $ 57,000
Susan B. Kerley...................................... $ 1,753 $ 1,613 $ 59,000
C. Oscar Morong, Jr.................................. $ 1,805 $ 1,631 $ 70,000
E. Kirby Warren...................................... $ 1,682 $ 1,592 $ 50,000
William S. Woods, Jr................................. $ 3,742 $ 1,609 $ 58,000
</TABLE>

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

(1) For the fiscal year ended December 31, 1997.

(2) Information relates to the fiscal year ended December 31, 1997. Messrs.
Coolidge, Gilley, Morong, Warren and Woods, and Mses. Harrington and Kerley
are Trustees of 55, 31, 28, 28, 30, 29, and 29 funds or portfolios,
respectively, in the family of open-end registered investment companies
advised or managed by Citibank.

(3) Mr. Alvord retired as a Trustee on May 31, 1997.

As of April 27, 1998, 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 the Trust or the Portfolio Trust, as the case may be, 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

14
<PAGE>
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 for each Fund contains a description of the fees payable to
the Adviser for services under the Advisory Agreements. For the fiscal years
ended December 31, 1995, 1996 and 1997, the fees paid to Citibank under the
Advisory Agreement for the International Equity Portfolio, after fee waivers,
were $345,632, $472,204 and $438,017, respectively. For the period August 23,
1995 (commencement of operations) to December 31, 1995 and for the fiscal years
ended December 31, 1996 and 1997, the fees paid to Citibank under the Advisory
Agreement for the Emerging Asian Markets Equity Portfolio, after waivers, were
$0, $60,181 and $81,478, respectively.

ADMINISTRATOR

Pursuant to administrative services agreements (the "Administrative Services
Agreements"), CFBDS and SFG provide the Trust and the Portfolio Trust,
respectively, with general office facilities and CFBDS 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 CFBDS, SFG or their affiliates.

The Prospectus for each Fund 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, 1995, 1996 and 1997,
the fees paid by the International Equity Fund to CFBDS under the Administrative
Services Agreement and a prior administrative services agreement, after waivers,
were $29,605, $44,502 and $79,045, respectively. For the fiscal years ended
December 31, 1995, 1996 and 1997, the fees paid by the International Equity
Portfolio to SFG under the Administrative Services Agreement with the Portfolio
Trust, after waivers, were $17,281, $13,247 and $0, respectively.

For the period August 23, 1995 (commencement of operations) to December 31,
1995 and for the fiscal years ended December 31, 1996 and 1997, the fees paid by
the Emerging Asian Markets Equity Fund to CFBDS under the Administrative
Services Agreement, after waivers, were $0, $17,819 and $21,035, respectively.
For the period August 23, 1995 (commencement of operations) to December 31, 1995
and for the fiscal years ended December 31, 1996 and 1997, the fees paid by the
Emerging Asian Markets Equity Portfolio to SFG under the Administrative Services
Agreement with the Portfolio Trust, after waivers, were $0, $525 and $0,
respectively.

The Administrative Services Agreement with the Trust provides that CFBDS may
render administrative services to others. The Administrative Services Agreement
with the Trust continues in effect with

15
<PAGE>

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 CFBDS, 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.

CFBDS 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, CFBDS 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 CFBDS or SFG, not
in excess of the amount paid to CFBDS or SFG for its services under the
Administrative Services Agreements with the Trust and the Portfolio Trust. All
such compensation is paid by CFBDS or SFG.

DISTRIBUTOR

CFBDS serves as the Distributor of each Fund's shares pursuant to a
Distribution Agreement with the Trust with respect to each Fund. Unless
otherwise terminated, the Distribution Agreement continues 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 applicable Fund, and in
either case 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 party to the
Distribution Agreement, cast in person at a meeting called for the purpose of
voting on such approval. The 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 shares of the
Funds after concluding that there is a reasonable likelihood that the
Distribution Plan will benefit each Fund and its shareholders. The Distribution
Plan 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. The Distributor receives the distribution fees for its services
under the Distribution Agreement in connection with the distribution of Fund
shares (exclusive of any advertising expenses incurred by the Distributor in
connection with the sale of shares). The Distributor may use all or any portion
of such distribution fee to pay for expenses of printing prospectuses and
reports

16
<PAGE>

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 at an annual rate not to exceed
0.25% of the Fund's average daily net assets.

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

The Distribution Plan continues 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 Plan or in any agreement related to the Plan (for
purposes of this paragraph "Qualified Trustees"). The 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. The
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 Plan 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 Plan 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 the 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 Plan, CFBDS acts as the agent of the
Trust in connection with the offering of shares of each Fund pursuant to the
Distribution Agreement. 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 for each Fund contains a description of fees payable
to the Distributor under the Distribution Agreement. For the fiscal years ended
December 31, 1995, 1996 and 1997, the fees paid to CFBDS under the Distribution
Agreement and a prior distribution agreement with respect to the International
Equity Fund were $29,605, $33,482 and $27,121, 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 years ended December 31,
1996 and 1997, the fees paid to CFBDS under the Distribution Agreement with
respect to the Emerging Asian Markets Equity Fund, after waivers, were $0,
$5,939 and $7,011, respectively. All of the foregoing amounts paid under the
Distribution Plan were spent on printing and mailing expenses.

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. For the International Equity Fund, distribution
fees (other than any fee concerning electronic or media advertising) paid under
the Distribution Plan are included in this percentage limitation. For the
Emerging Asian Markets Equity Fund, this limitation does not include any amounts
payable under the Distribution Plan. 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

17
<PAGE>

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 acts as transfer agent for each Fund. The Trust,
on behalf of each Fund, has also entered into a Custodian Agreement and a Fund
Accounting Agreement with State Street 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 each
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, 1995, 1996 and 1997, the aggregate fees paid to
Shareholder Servicing Agents under the Shareholder Servicing Agreements for the
International Equity Fund, after waivers, were $74,013, $83,705 and $67,802,
respectively. For the period August 23, 1995 (commencement of operations) to
December 31, 1995 and for the fiscal years ended December 31, 1996 and 1997, the
aggregate fees paid to Shareholder Servicing Agents under the Shareholder
Servicing Agreements for the Emerging Asian Markets Equity Fund, after waivers,
were $0, $14,849 and $17,529, 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 with State Street pursuant to which custodial services are
provided for the Portfolios. The Portfolio Trust, on behalf of each Portfolio,
has also entered into a Fund Accounting Agreement with State Street Cayman Trust
Company, Ltd. ("State Street Cayman") pursuant to which State Street Cayman
provides fund accounting services for each Portfolio. State Street Cayman also
provides transfer agency services to the Portfolio Trust. See "Shareholder
Servicing Agents" and "Transfer Agent, Custodian and Fund Accountant" in the
applicable Fund's Prospectus for additional information.

The principal business address of State Street is 225 Franklin Street,
Boston, Massachusetts 02110. The principal business address of State Street
Cayman is P.O. Box 2508 GT, Grand Cayman, Cayman Islands, British West Indies.

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

18
<PAGE>

Waterhouse LLP 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, Box 82, Royal Trust Towers, Toronto Dominion
Center, Toronto, Ontario, Canada M5K 1G8.

COUNSEL

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

8. 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,

19
<PAGE>
the purchase or sale orders may be aggregated in order to obtain any price
advantages available to large volume purchases or sales.

For the fiscal years ended December 31, 1995, 1996 and 1997, the
International Equity Portfolio paid brokerage commissions in the amount of
$81,000, $236,514 and $215,467, respectively. For the period August 23, 1995
(commencement of operations) to December 31, 1995 and for the fiscal years ended
December 31, 1996 and 1997, the Emerging Asian Markets Equity Portfolio paid
brokerage commissions in the amount of $44,000, $138,267 and $101,942,
respectively.

9. 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. Each share of
each Fund represents an equal proportionate interest in the Fund with each other
share. Shares of each series participate equally in the earnings, dividends and
distribution of net assets of the particular series upon liquidation or
dissolution. 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 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

20
<PAGE>
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.

10. 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 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 a Fund may be subject to non-U.S. withholding
or other 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. The Portfolio Trust believes the Portfolios
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

21
<PAGE>
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; a
long-term capital gain realized by an individual, estate or trust may be
eligible for reduced tax rates if the shares were held for more than 18 months.
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.

Each Fund's transactions in forward contracts, short sales "against the
box," 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. Foreign exchange gains and losses realized by a Fund will generally be
treated as ordinary income and loss. Use of non-U.S. currencies for non-hedging
purposes may be limited in order to avoid a tax on a Fund. The Funds may elect
to mark to market any investments in "passive foreign investment companies" on
the last day of each taxable year. This election may cause a Fund to recognize
ordinary income prior to the receipt of cash payments with respect to those
investments; in order to distribute this income and avoid a tax on the Fund, the
Fund may be required to liquidate portfolio securities that it might otherwise
have continued to hold. 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 Fund 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 a Fund to a reduced rate of tax or an exemption from tax on
such income. Each Fund 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.

22
<PAGE>

Each 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 a 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, a Fund may be required to withhold tax at
the rate of 31% on certain distributions and redemption proceeds paid to that
shareholder. Backup withholding will not, however, be applied to payments that
have been subject to 30% withholding.

11. INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS

The audited financial statements of the CitiFunds International Equity
Portfolio (formerly Landmark International Equity Fund) (Statement of Assets and
Liabilities at December 31, 1997, Statement of Operations for the year ended
December 31, 1997, Statement of Changes in Net Assets for each of the years in
the two-year period ended December 31, 1997, Financial Highlights for each of
the years in the five-year period ended December 31, 1997, 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, 1997, 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, 1997, Statement of Assets and
Liabilities at December 31, 1997, Statement of Operations for the fiscal year
ended December 31, 1997, Statement of Changes in Net Assets for the fiscal years
ended December 31, 1997 and 1996, Financial Highlights for fiscal years ended
December 31, 1997, 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 CitiFunds International Equity Portfolio, 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 CitiFunds Emerging Asian Markets
Equity Portfolio (formerly Landmark Emerging Asian Markets Equity Fund)
(Statement of Assets and Liabilities at December 31, 1997, Statement of
Operations for the fiscal year ended December 31, 1997, Statement of Changes in
Net Assets for the fiscal years ended December 31, 1997 and 1996, Financial
Highlights for the fiscal years ended December 31, 1997 and 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, 1997, Statement of Assets
and Liabilities at December 31, 1997, Statement of Operations for the fiscal
year ended December 31, 1997, Statement of Changes in Net Assets for the fiscal
years ended December 31, 1997 and 1996, Financial Highlights for the fiscal year
ended December 31, 1997 and 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 CitiFunds Emerging Asian Markets Equity Portfolio,
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 Report for each Fund accompany this Statement of
Additional Information.

23
<PAGE>

PART C

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements Included in Part A:
CITIFUNDS INTERNATIONAL EQUITY PORTFOLIO
Condensed Financial Information - Financial Highlights (for the period
from the commencement of operations (March 1, 1991) to December 31,
1991 and for each of the years in the six-year period ended December
31, 1997)
CITIFUNDS EMERGING ASIAN MARKETS EQUITY PORTFOLIO
Condensed Financial Information - Financial Highlights (for the period
from the commencement of operations (August 23, 1995) to December 31,
1995 and for each of the years in the two-year period ended December
31, 1997)

Financial Statements Included in Part B:
CITIFUNDS INTERNATIONAL EQUITY PORTFOLIO
Statement of Assets and Liabilities at December 31, 1997*
Statement of Operations for the year ended December 31, 1997*
Statement of Changes in Net Assets for the years ended December 31,
1996 and 1997*
Financial Highlights for each of the years in the five-year period
ended December 31, 1997*
INTERNATIONAL EQUITY PORTFOLIO
Portfolio of Investments at December 31, 1997*
Statement of Assets and Liabilities at December 31, 1997*
Statement of Operations for the year ended December 31, 1997*
Statement of Changes in Net Assets for the years ended December 31,
1996 and 1997*
Financial Highlights for the period from May 1, 1994 (commencement of
operations) to December 31, 1994 and for each of the years in the
three-year period ended December 31, 1997*
CITIFUNDS EMERGING ASIAN MARKETS EQUITY PORTFOLIO
Statement of Assets and Liabilities at December 31, 1997**
Statement of Operations for the year ended December 31, 1997**
Statement of Changes in Net Assets for the years ended December 31,
1996 and 1997**
Financial Highlights for the period from August 23, 1995 (commencement
of operations) to December 31, 1995 and for the years ended December
31, 1996 and 1997**
EMERGING ASIAN MARKETS EQUITY PORTFOLIO
Portfolio of Investments at December 31, 1997**
Statement of Assets and Liabilities at December 31, 1997**
Statement of Operations for the year ended December 31, 1997**
Statement of Changes in Net Assets for the years ended December 31,
1996 and 1997**
Financial Highlights for the period from August 23, 1995 (commencement
of operations) to December 31, 1995 and for the years ended December
31, 1996 and 1997**

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

* Financial information is provided for CitiFunds International Equity
Portfolio and International Equity Portfolio only and is incorporated by
reference to the Registrant's Annual Report to Shareholders of CitiFunds
International Equity Portfolio for the fiscal year ended December 31, 1997
(Accession Number 0000950156-98-000201).

<PAGE>

** Financial information is included for CitiFunds Emerging Asian Markets
Equity Portfolio and Emerging Asian Markets Equity Portfolio only and is
incorporated by reference to the Registrant's Annual Report to Shareholders
of CitiFunds Emerging Asian Markets Equity Portfolio for the fiscal year
ended December 31, 1997 (Accession Number 0000950156-98-000201).

(b) Exhibits

1(a) Declaration of Trust of Registrant
*** and 1(b) Amendments to the Declaration of Trust of Registrant
filed
herewith

2(a) Amended and Restated By-Laws of Registrant
*** and 2(b) Amendments to the Amended and Restated By-Laws of
filed Registrant
herewith
6 Amended and Restated Distribution Agreement between
the Registrant and CFBDS, Inc. (formerly known as The
Landmark Funds Broker-Dealer Services, Inc., "CFBDS"),
as distributor
*** 8 Custodian Contract between the Registrant and State
Street Bank and Trust Company ("State Street"), as
custodian
9(a) Amended and Restated Administrative Services Plan of
the Registrant
9(b) Administrative Services Agreement between the
Registrant and CFBDS, as administrator
9(c) Sub-Administrative Services Agreement between
Citibank, N.A. and CFBDS
9(d)(i) Form of Shareholder Servicing Agreement between the
Registrant and Citibank, N.A., as shareholder
servicing agent
9(d)(ii) Form of Shareholder Servicing Agreement between the
Registrant and a federal savings bank, as shareholder
servicing agent
9(d)(iii) Form of Shareholder Servicing Agreement between the
Registrant and CFBDS, as shareholder servicing agent
* 9(d)(iv) Form of Shareholder Servicing Agreement between the
Registrant and a national banking association or
subsidiary thereof or state chartered banking
association, as shareholder servicing agent
9(e) Transfer Agency and Servicing Agreement between the
Registrant and State Street, as transfer agent
*** 9(f) Fund Accounting Agreement between the Registrant and
State Street, as fund accounting agent
10 Opinion and Consent of Counsel
11(a) Consent of Price Waterhouse LLP, independent auditors
of the Registrant
11(b) Consent of Price Waterhouse, independent auditors of
International Equity Portfolio and Emerging Asian
Markets Equity Portfolio
15 Distribution Plan of the Registrant

C-2

<PAGE>

** 18 Form of Multiple Class Plan of the Registrant adopted
pursuant to Rule 18f-3
25(a) Powers of Attorney for the Registrant
25(b) Powers of Attorney for The Premium Portfolios
27(a) Financial Data Schedule for CitiFunds International
Equity Portfolio
27(b) Financial Data Schedule for CitiFunds Emerging Asian
Markets Equity Portfolio

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

* Incorporated herein by reference to Post Effective Amendment No. 13 to the
Registrant's Registration Statement on Form N-1A (File No. 33-36556) as
filed with the Securities and Exchange Commission on April 29, 1996.
** Incorporated herein by reference to Post-Effective Amendment No. 10 to the
Registrant's Registration Statement on Form N-1A (File No. 33-36556) as
filed with the Securities and Exchange Commission on May 15, 1995.
*** Incorporated herein by reference to Post-Effective Amendment No. 15 to the
Registrant's Registration Statement on Form N-1A (File No. 33-36556) as
filed with the Securities and Exchange Commission on October 24, 1997.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

Not applicable.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES.

Title of Class Number of Record Holders
-------------- -------------------------
Shares of Beneficial Interest As of April 27, 1998
(par value $0.00001 per share)

CitiFunds International Equity Portfolio 7

CitiFunds Emerging Asian Markets Equity 7
Portfolio

ITEM 27. INDEMNIFICATION.

Reference is hereby made to (a) Article V of the Registrant's Declaration
of Trust, filed as an Exhibit hereto; (b) Section 4 of the Distribution
Agreement between the Registrant and CFBDS, filed as an Exhibit hereto; and (c)
the undertaking of the Registrant regarding indemnification set forth in its
Registration Statement on Form N-1A.

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

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

C-3

<PAGE>

Citibank, N.A. ("Citibank") is a commercial bank offering a wide range of
banking and investment services to customers across the United States and around
the world. Citibank is a wholly-owned subsidiary of Citicorp, a registered bank
holding company. Citibank also serves as investment adviser to the following
registered investment companies (or series thereof): Asset Allocation
Portfolios (Large Cap Value Portfolio, Small Cap Value Portfolio, International
Portfolio, Foreign Bond Portfolio, Intermediate Income Portfolio and Short-Term
Portfolio), The Premium Portfolios (Growth & Income Portfolio, Balanced
Portfolio, Large Cap Growth Portfolio, Government Income Portfolio,
International Equity Portfolio, Emerging Asian Markets Equity Portfolio and
Small Cap Growth Portfolio), Tax Free Reserves Portfolio, U.S. Treasury Reserves
Portfolio, Cash Reserves Portfolio, CitiFunds-SM- Multi-State Tax Free Trust
(CitiFunds-SM- New York Tax Free Reserves, CitiFunds-SM- Connecticut Tax Free
Reserves and CitiFunds-SM- California Tax Free Reserves), CitiFunds-SM-
Institutional Trust (CitiFunds-SM- Institutional Cash Reserves), CitiFunds-SM-
Tax Free Income Trust (CitiFunds-SM- National Tax Free Income Portfolio and
CitiFunds-SM- New York Tax Free Income Portfolio), CitiFunds-SM- Fixed Income
Trust ( CitiFunds-SM- Intermediate Income Portfolio) and Variable Annuity
Portfolios (CitiSelect-Registered Trademark- VIP Folio 200,
CitiSelect-Registered Trademark- VIP Folio 300, CitiSelect-Registered Trademark-
VIP Folio 400, CitiSelect-Registered Trademark- VIP Folio 500 and CitiFunds-SM-
Small Cap Growth VIP Portfolio). Citibank and its affiliates manage assets in
excess of $88 billion worldwide. The principal place of business of Citibank is
located at 399 Park Avenue, New York, New York 10043.

John S. Reed is the Chairman of the Board and a Director of Citibank. The
following are Vice Chairmen of the Board and Directors of Citibank: Paul J.
Collins and William R. Rhodes. Other Directors of Citibank are D. Wayne
Calloway, former Chairman and Chief Executive Officer, PepsiCo, Inc.; John M.
Deutch, Institute Professor, Massachusetts Institute of Technology; Reuben Mark,
Chairman and Chief Executive Officer, Colgate-Palmolive Company; Richard D.
Parsons, President, Time Warner, Inc.; Rozanne L. Ridgway, Former Assistant
Secretary of State for Europe and Canada; Robert B. Shapiro, Chairman, President
and Chief Executive Officer, Monsanto Company; Frank A. Shrontz, Chairman
Emeritus, The Boeing Company; and Franklin A. Thomas, former President, The Ford
Foundation.

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

D. Wayne Calloway Director, Exxon Corporation
Director, General Electric Company
Retired Chairman and Chief Executive Officer and
Director, PepsiCo, Inc.

Paul J. Collins Director, Kimberly-Clark Corporation

John M. Deutch Director, Ariad Pharmaceuticals, Inc.
Director, CMS Energy
Director, Palomar Medical Technologies, Inc.
Director, Cummins Engine Company, Inc.
Director, Schlumberger, Ltd.

Reuben Mark Director, Chairman and Chief Executive Officer
Colgate-Palmolive Company
Director, New York Stock Exchange
Director, Time Warner, Inc.
Non-Executive Director, Pearson, PLC

C-4

<PAGE>

Richard D. Parsons Director, Federal National Mortgage Association
Director, Philip Morris Companies Incorporated
Member, Board of Representatives, Time Warner
Entertainment Company, L.P.
Director and President, Time Warner, Inc.

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

William R. Rhodes Director, Private Export Funding
Corporation

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

Robert B. Shapiro Director, Chairman and Chief Executive
Officer, Monsanto Company
Director, Silicon Graphics

Frank A. Shrontz Director, 3M
Director, Baseball of Seattle, Inc.
Director and Chairman Emeritus, Boeing Company
Director, Boise Cascade Corp.
Director, Chevron Corporation

Franklin A. Thomas Director, Aluminum Company of America
Director, Cummins Engine Company, Inc.
Director, Lucent Technologies
Director, PepsiCo, Inc.

ITEM 29. PRINCIPAL UNDERWRITERS.

(a) CFBDS, the Registrant's Distributor, is also the distributor for
CitiFunds-SM- International Growth & Income Portfolio, CitiFunds-SM- U.S.
Treasury Reserves, CitiFunds-SM- Cash Reserves, CitiFunds-SM- Premium U.S.
Treasury Reserves, CitiFunds-SM- Premium Liquid Reserves, CitiFunds-SM-
Institutional U.S. Treasury Reserves, CitiFunds-SM- Institutional Liquid
Reserves, CitiFunds-SM- Institutional Cash Reserves, CitiFunds-SM- Tax Free
Reserves, CitiFunds-SM- Institutional Tax Free Reserves, CitiFunds-SM-
California Tax Free Reserves, CitiFunds-SM- Connecticut Tax Free Reserves,
CitiFunds-SM- New York Tax Free Reserves, CitiFunds-SM-

C-5

<PAGE>

Balanced Portfolio, CitiFunds-SM- Small Cap Value Portfolio, CitiFunds-SM-
Growth & Income Portfolio, CitiFunds-SM- Large Cap Growth Portfolio,
CitiFunds-SM- Small Cap Growth Portfolio, CitiFunds-SM- National Tax Free
Income Portfolio, CitiFunds-SM- New York Tax Free Income Portfolio,
CitiFunds-SM- Intermediate Income Portfolio, CitiFunds-SM- Short-Term U.S.
Government Income Portfolio, CitiSelect-Registered Trademark- VIP Folio 200,
CitiSelect-Registered Trademark-VIP Folio 300, CitiSelect-Registered
Trademark- VIP Folio 400, CitiSelect-Registered Trademark- VIP Folio 500,
CitiFunds-SM- Small Cap Growth VIP Portfolio, CitiSelect-Registered
Trademark- Folio 200, CitiSelect-Registered Trademark- Folio 300,
CitiSelect-Registered Trademark- Folio 400, and CitiSelect-Registered
Trademark- Folio 500. CFBDS is also the placement agent for Large Cap Value
Portfolio, Small Cap Value Portfolio, International Portfolio, Foreign Bond
Portfolio, Intermediate Income Portfolio, Short-Term Portfolio, Growth &
Income Portfolio, Large Cap Growth Portfolio, Small Cap Growth Portfolio,
International Equity Portfolio, Balanced Portfolio, Government Income
Portfolio, Emerging Asian Markets Equity Portfolio, Tax Free Reserves
Portfolio, Cash Reserves Portfolio and U.S. Treasury Reserves Portfolio.

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

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.

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

NAME ADDRESS

CFBDS, Inc. 21 Milk Street, 5th Floor
(administrator and distributor) Boston, MA 02109

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

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

SHAREHOLDER SERVICING AGENTS

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

Citibank, N.A. -- Citigold Citicorp Mortgage Inc. -
Citigold
15851 Clayton Road
Ballwin, MO 63011

Citibank, N.A. -- The Citibank 153 East 53rd Street
Private Bank New York, NY 10043

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

C-6

<PAGE>

Citibank, N.A. -- North American 111 Wall Street
Investor Services New York, NY 10094

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

ITEM 31. MANAGEMENT SERVICES.

Not applicable.

ITEM 32. UNDERTAKINGS.

The Registrant hereby undertakes to comply with Section 16(c) of the
Investment Company Act of 1940.

C-7

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
requirements for effectiveness of this Post-Effective Amendment to this
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Boston and
Commonwealth of Massachusetts on the 29th day of April, 1998.

CITIFUNDS INTERNATIONAL TRUST

By: Philip W. Coolidge
-----------------------------
Philip W. Coolidge
President

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to this Registration Statement has been signed below
by the following persons in the capacities indicated below on April 29, 1998.

Signature Title
--------- ------

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

John R. Elder Principal Financial Officer and Principal
------------------------ Accounting Officer
John R. Elder

Riley C. Gilley* Trustee
------------------------
Riley C. Gilley

Diana R. Harrington* Trustee
------------------------
Diana R. Harrington

Susan B. Kerley* Trustee
------------------------
Susan B. Kerley

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

E. Kirby Warren* Trustee
------------------------
E. Kirby Warren

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

*By: Philip W. Coolidge
----------------------
Philip W. Coolidge

Executed by Philip W. Coolidge on
behalf of those indicated
pursuant to Powers of Attorney.

<PAGE>

SIGNATURES

The Premium Portfolios, on behalf of Emerging Asian Markets Equity
Portfolio, has duly caused this Post-Effective Amendment to the Registration
Statement on Form N-1A of CitiFunds International Trust to be signed on its
behalf by the undersigned, thereunto duly authorized, in Southampton, Bermuda,
on the 28th day of April, 1998.

THE PREMIUM PORTFOLIOS
on behalf of Emerging Asian Markets Equity
Portfolio

By: Philip W. Coolidge
------------------------------
` Philip W. Coolidge,
President of
The Premium Portfolios

This Post-Effective Amendment to the Registration Statement on Form N-1A of
CitiFunds International Trust has been signed by the following persons in the
capacities indicated on April 28, 1998.

Signature Title
---------- ------

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

John R. Elder* Principal Financial Officer and Principal
------------------------ Accounting Officer
John R. Elder

Elliott J. Berv* Trustee
------------------------
Elliott J. Berv

Mark T. Finn* Trustee
------------------------
Mark T. Finn

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

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

*By: Philip W. Coolidge
------------------------
Philip W. Coolidge
Executed by Philip W. Coolidge on
behalf of those indicated as
attorney in fact.

<PAGE>

SIGNATURES

The Premium Portfolios, on behalf of International Equity Portfolio, has
duly caused this Post-Effective Amendment to the Registration Statement on Form
N-1A of CitiFunds International Trust to be signed on its behalf by the
undersigned, thereunto duly authorized, in Southampton, Bermuda, on the 28th day
of April, 1998.

THE PREMIUM PORTFOLIOS
on behalf of International Equity Portfolio

By: Philip W. Coolidge
--------------------------------------
Philip W. Coolidge,
President of
The Premium Portfolios

This Post-Effective Amendment to the Registration Statement on Form N-1A of
CitiFunds International Trust has been signed by the following persons in the
capacities indicated on April 28, 1998.

Signature Title
--------- -----

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

John R. Elder* Principal Financial Officer and
------------------------ Principal Accounting Officer
John R. Elder

Elliott J. Berv* Trustee
------------------------
Elliott J. Berv

Mark T. Finn* Trustee
------------------------
Mark T. Finn

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

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

*By: Philip W. Coolidge
-----------------------
Philip W. Coolidge
Executed by Philip W. Coolidge on behalf of
those indicated as attorney in fact.

<PAGE>
EXHIBIT INDEX

Exhibit
No.: Description:
- ----- -------------
1(a) Declaration of Trust of Registrant
1(b) Amendments to the Declaration of Trust of
Registrant
2(a) Amended and Restated By-Laws of Registrant
2(b) Amendments to the Amended and Restated By-Laws of
Registrant
6 Amended and Restated Distribution Agreement between
the Registrant and CFBDS, Inc. (formerly known as
The Landmark Funds Broker-Dealer Services, Inc.,
"CFBDS"), as distributor
9(a) Amended and Restated Administrative Services Plan
of the Registrant
9(b) Administrative Services Agreement between the
Registrant and CFBDS, as administrator
9(c) Sub-Administrative Services Agreement between
Citibank, N.A. and CFBDS
9(d)(i) Form of Shareholder Servicing Agreement between the
Registrant and Citibank, N.A., as shareholder
servicing agent
9(d)(ii) Form of Shareholder Servicing Agreement between the
Registrant and a federal savings bank, as
shareholder servicing agent
9(d)(iii) Form of Shareholder Servicing Agreement between the
Registrant and CFBDS, as shareholder servicing
agent
9(e) Transfer Agency and Servicing Agreement between the
Registrant and State Street, as transfer agent
10 Opinion and Consent of Counsel
11(a) Consent of Price Waterhouse LLP, independent
auditors of the Registrant
11(b) Consent of Price Waterhouse, independent auditors
of International Equity Portfolio and Emerging
Asian Markets Equity Portfolio
15 Distribution Plan of the Registrant
25(a) Powers of Attorney for the Registrant
25(b) Powers of Attorney for The Premium Portfolios
27(a) Financial Data Schedule for CitiFunds International
Equity Portfolio
27(b) Financial Data Schedule for CitiFunds Emerging
Asian Markets Equity Portfolio

<PAGE>

Exhibit 1(a)

DECLARATION OF TRUST

LANDMARK INTERNATIONAL EQUITY FUND

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

Dated as of August 7, 1990

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

WHEREAS, the Trustees desire to established a trust through a Declaration
of Trust for the investment and reinvestment of funds contributed thereto; and

WHEREAS, the Trustees desire that the beneficial interest in the trust
assets be divided into transferable Shares of Beneficial Interest (par value
$0.00001 per share) ("Shares") issued in one or more series as hereinafter
provided; and

NOW THEREFORE, the Trustees hereby declare that all money and property
contributed to the trust established hereunder shall be held and managed in
trust for the benefit of holders, from time to time, of the Shares issued
hereunder and subject to the provisions hereof.

ARTICLE I

NAME AND DEFINITIONS

Section 1.1. Name. The name of the trust created hereby is "Landmark
International Equity Fund".

Section 1.2. Definitions. Wherever they are used herein, the following
terms have the following respective meanings:

(a) "Administrator" means a party furnishing services to the Trust
pursuant to any contract described in Section 4.3 hereof.

(b) "By-Laws" means the By-laws referred to in Section 3.9 hereof, as
from time to time amended.

(d) "Custodian" means a party employed by the Trust to furnish services
as described in Article X of the By-Laws.

(e) "Declaration" means this Declaration of Trust as amended from time to
time. Reference in this Declaration of Trust to "Declaration", "hereof",
"herein", and "hereunder" shall be deemed to refer to this Declaration rather
than the article or section in which such words appear.

(f) "Distributor" means a party furnishing services to the Trust pursuant
to any contract described in Section 4.2 hereof.

(g) "Interested Person" has the meaning given that term in the 1940 Act.

(h) "Investment Adviser" means a party furnishing services to the Trust
pursuant to any contract described in Section 4.1 hereof.

(i) "Majority Shareholder Vote" has the same meaning as the phrase "vote
of a majority of the outstanding voting securities" as defined in the 1940 Act,
except that such term may be used herein with respect to the Shares of the Trust
as a whole or the Shares of any particular series, as the context may require.

(j) "1940 Act" means the Investment Company Act of 1940 and the Rules and
Regulations thereunder, as amended from time to time.

(k) "Person" means and includes individuals, corporations, partnerships,
trusts, associations, joint ventures and other entities, whether or not legal
entities, and governments and agencies and political subdivisions thereof,
whether domestic or foreign.

(l) "Shareholder" means a record owner of outstanding Shares.

(m) "Shares" means the Shares of Beneficial Interest into which the
beneficial interest in the Trust shall be divided from time to time or, when
used in relation to any particular series of Shares established by the Trustees
pursuant to Section 6.9 hereof, equal proportionate transferable units into
which such series of Shares shall be divided from time to time. The term
"Shares" includes fractions of Shares as well as whole Shares.

(n) "Shareholder Servicing Agent" means a party furnishing services to
the Trust pursuant to any shareholder servicing contract described in Section
4.4 hereof.

(o) "Transfer Agent" means a party furnishing services to the Trust
pursuant to any transfer agency contract described in Section 4.4 hereof.

(p) "Trust" means the trust created hereby.

(q) "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of the
Trust or the Trustees, including, without limitation, any and all property
allocated or belonging to any series of Shares pursuant to Section 6.9 hereof.

(r) "Trustees" means the persons who have signed the Declaration, so long
as they shall continue in office in accordance with the terms hereof, and all
other persons who may from time to time be duly elected or appointed, qualified
and serving as Trustees in accordance with the provisions hereof, and reference
herein to a Trustee or the Trustees shall refer to such person or persons in
their capacity as trustees hereunder.

ARTICLE II

TRUSTEES

Section 2.1. Number of Trustees. The number of Trustees shall be such
number as shall be fixed from time to time by a written instrument signed by a
majority of the Trustees, provided, however, that the number of Trustees shall
in no event be less than three nor more than 15.

Section 2.2. Term of Office of Trustees. Subject to the provisions of
Section 16(a) of the 1940 Act, the Trustees shall hold office during the
lifetime of this Trust and until its termination as hereinafter provided; except
that (a) any Trustee may resign his trust (without need for prior or subsequent
accounting) by an instrument in writing signed by him and delivered to the other
Trustees, which shall take effect upon such delivery or upon such later date as
is specified therein; (b) any Trustee may be removed with cause, at any time by
written instrument signed by at least two-thirds of the remaining Trustees,
specifying the date when such removal shall become effective; (c) any Trustee
who has attained a mandatory retirement age established pursuant to any written
policy adopted from time to time by at least two thirds of the Trustees shall,
automatically and without action of such Trustee or the remaining Trustees, be
deemed to have retired in accordance with the terms of such policy, effective as
of the date determined in accordance with such policy; (d) any Trustee who has
become incapacitated by illness or injury as determined by a majority of the
other Trustees, may be retired by written instrument signed by a majority of the
other Trustees, specifying the date of his retirement; and (e) a Trustee may be
removed at any meeting of Shareholders by a vote of two thirds of the
outstanding Shares of each series. For purposes of the foregoing clause (b), the
term "cause" shall include, but not be limited to, failure to comply with such
written policies as may from time to time be adopted by at least two thirds of
the Trustees with respect to the conduct of Trustees and attendance at meetings.
Upon the resignation, retirement or removal of a Trustee, or his otherwise
ceasing to be a Trustee, he shall execute and deliver such documents as the
remaining Trustees shall require for the purpose of conveying to the Trust or
the remaining Trustees any Trust Property held in the name of the resigning,
retiring or removed Trustee. Upon the incapacity or death of any Trustee, his
legal representative shall execute and deliver on his behalf such documents as
the remaining Trustees shall require as provided in the preceding sentence.

Section 2.3. Resignation and Appointment of Trustees. In case of the
declination, death, resignation, retirement, removal or inability of any of the
Trustees, or in case a vacancy shall, by reason of an increase in number, or for
any other reason, exist, the remaining Trustees shall fill such vacancy by
appointing such other individual as they in their discretion shall see fit. Such
appointment shall be evidenced by a written instrument signed by a majority of
the Trustees in office. Any such appointment shall not become effective,
however, until the person named in the written instrument of appointment shall
have accepted in writing such appointment and agreed in writing to be bound by
the terms of the Declaration. Within twelve months of such appointment, the
Trustees shall cause notice of such appointment to be mailed to each Shareholder
at his address as recorded on the books of the Trustees. An appointment of a
Trustee may be made by the Trustees then in office and notice thereof mailed to
Shareholders as aforesaid in anticipation of a vacancy to occur by reason of
retirement, resignation or increase in number of Trustees effective at a later
date, provided that said appointment shall become effective only at or after the
effective date of said retirement, resignation or increase in number of
Trustees. The power of appointment is subject to the provisions of Section 16(a)
of the 1940 Act.

Section 2.4. Vacancies. The death, declination, resignation, retirement,
removal or incapacity of the Trustees, or any one of them, shall not operate to
annul the Trust or to revoke any existing agency created pursuant to the terms
of this Declaration. Whenever a vacancy in the number of Trustees shall occur,
until such vacancy is filled as provided in Section 2.3, the Trustees in office,
regardless of their number, shall have all the powers granted to the Trustees
and shall discharge all the duties imposed upon the Trustees by the Declaration.
A written instrument certifying the existence of such vacancy signed by a
majority of the Trustees shall be conclusive evidence of the existence of such
vacancy.

Section 2.5. Delegation of Power to Other Trustees. Any Trustee may, by
power of attorney, delegate his power for a period not exceeding six months at
any one time to any other Trustee or Trustees; provided that in no case shall
fewer than two Trustees personally exercise the powers granted to the Trustees
under the Declaration except as herein otherwise expressly provided.

ARTICLE III

POWERS OF TRUSTEES

Section 3.1. General. The Trustees shall have exclusive and absolute
control over the Trust Property and over the business of the Trust to the same
extent as if the Trustees were the sole owners of the Trust Property and
business in their own right, but with such powers of delegation as may be
permitted by the Declaration. The Trustees shall have power to conduct the
business of the Trust and carry on its operations in any and all of its branches
and maintain offices both within and without the Commonwealth of Massachusetts,
in any and all states of the United States of America, in the District of
Columbia, and in any and all commonwealths, territories, dependencies, colonies,
possessions, agencies or instrumentalities of the United States of America and
of foreign governments, and to do all such other things and execute all such
instruments as the Trustees deem necessary, proper or desirable in order to
promote the interests of the Trust although such things are not herein
specifically mentioned. Any determination as to what is in the interests of the
Trust made by the Trustees in good faith shall be conclusive. In construing the
provisions of the Declaration, the presumption shall be in favor of a grant of
power to the Trustees. The enumeration of any specific power herein shall not be
construed as limiting the aforesaid power. Such powers of the Trustees may be
exercised without order of or resort to any court.

Section 3.2. Investments. (a) The Trustees shall have the power:

(i) to conduct, operate and carry on the business of an investment
company;

(ii) to subscribe for, invest in, reinvest in, purchase or otherwise
acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, lend
or otherwise deal in or dispose of U.S. and foreign currencies, any form of gold
or other precious metal, commodity contracts, any form of option contract,
contracts for the future acquisition or delivery of fixed income or other
securities, shares of, or any other interest in, any investment company as
defined in the Investment Company Act of 1940, and securities of every nature
and kind, including, without limitation, all types of bonds, debentures, stocks,
negotiable or non-negotiable instruments, obligations, evidences of
indebtedness, certificates of deposit or indebtedness, commercial paper,
repurchase agreements, bankers' acceptances, and other securities of any kind,
issued, created, guaranteed or sponsored by any and all Persons, including,
without limitation,

(A) states, territories and possessions of the United States and the
District of Columbia and any political subdivision, agency or instrumentality of
any such Person,

(B) the U.S. Government, any foreign government, any political
subdivision or any agency or instrumentality of the U.S. Government, any foreign
government or any political subdivision of the U.S. Government or any foreign
government,

(D) any bank or savings institution, or

(E) any corporation, trust, partnership or other organization organized
under the laws of the United States or of any state, territory or possession
thereof, or under any foreign law;

or in "when issued" contracts for any such securities, to retain Trust assets in
cash and from time to time to change the securities or obligations in which the
assets of the Trust are invested; and to exercise any and all rights, powers and
privileges of ownership or interest in respect of any and all such investments
of every kind and description, including, without limitation, the right to
consent and otherwise act with respect thereto, with power to designate one or
more Persons to exercise any of said rights, powers and privileges in respect of
any of said investments; and

(iii) to carry on any other business in connection with or incidental to
any of the foregoing powers, to do everything necessary, proper or desirable for
the accomplishment of any purpose or the attainment of any object or the
furtherance of any power hereinbefore set forth, and to do every other act or
thing incidental or appurtenant to or connected with the aforesaid purposes,
objects or powers.

(b) The Trustees shall not be limited to investing in securities or
obligations maturing before the possible termination of the Trust, nor shall the
Trustees be limited by any law limiting the investments which may be made by
fiduciaries.

(c) Notwithstanding any other provision of this Declaration to the
contrary, the Trustees shall have the power in their discretion without any
requirement of approval by shareholders to either invest all or a portion of the
Trust Property, or sell all or a portion of the Trust Property and invest the
proceeds of such sales, in another investment company that is registered under
the 1940 Act.

Section 3.3. Legal Title. Legal title to all Trust Property shall be
vested in the Trustees as joint tenants except that the Trustees shall have
power to cause legal title to any Trust Property to be held by or in the name of
one or more of the Trustees, or in the name of the Trust, or in the name of any
other Person or nominee, on such terms as the Trustees may determine. The right,
title and interest of the Trustees in the Trust Property shall vest
automatically in each Person who may hereafter become a Trustee. Upon the
resignation, removal or death of a Trustee, such Trustee shall automatically
cease to have any right, title or interest in any of the Trust Property, and the
right, title and interest of such Trustee in the Trust Property shall vest
automatically in the remaining Trustees. Such vesting and cessation of title
shall be effective whether or not conveyancing documents have been executed and
delivered.

Section 3.4. Issuance and Repurchase of Securities. The Trustees shall
have the power to issue, sell, repurchase, redeem, retire, cancel, acquire,
hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares and,
subject to the provisions set forth in Articles VII, VIII and IX and Section 6.9
hereof, to apply to any such repurchase, redemption, retirement, cancellation or
acquisition of Shares any funds of the Trust or other Trust Property whether
capital or surplus or otherwise, to the full extent now or hereafter permitted
by the laws of the Commonwealth of Massachusetts governing business
corporations.

Section 3.5. Borrowing Money; Lending Trust Property. The Trustees shall
have power to borrow money or otherwise obtain credit and to secure the same by
mortgaging, pledging or otherwise subjecting as security the Trust Property, to
endorse, guarantee, or undertake the performance of any obligation, contract or
engagement of any other Person and to lend Trust Property.

Section 3.6. Delegation; Committees. The Trustees shall have power to
delegate from time to time to such of their number or to officers, employees or
agents of the Trust the doing of such things and the execution of such
instruments either in the name of the Trust or the names of the Trustees or
otherwise as the Trustees may deem expedient.

Section 3.7. Collection and Payment. Subject to Section 6.9 hereof, the
Trustees shall have power to collect all property due to the Trust; to pay all
claims, including taxes, against the Trust Property; to prosecute, defend,
compromise or abandon any claims relating to the Trust Property; to foreclose
any security interest securing any obligations, by virtue of which any property
is owed to the Trust; and to enter into releases, agreements and other
instruments.

Section 3.8. Expenses. Subject to Section 6.9 hereof, the Trustees shall
have the power to incur and pay any expenses which in the opinion of the
Trustees are necessary or incidental to carry out any of the purposes of the
Declaration, and to pay reasonable compensation from the funds of the Trust to
themselves as Trustees. The Trustees shall fix the compensation of all officers,
employees and Trustees.

Section 3.9. Manner of Acting; By-Laws. Except as otherwise provided
herein or in the By-Laws, any action to be taken by the Trustees may be taken by
a majority of the Trustees present at a meeting of Trustees at which a quorum is
present, including any meeting held by means of a conference telephone circuit
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, or by written consents of a majority of the
Trustees. The Trustees may adopt By-Laws not inconsistent with this Declaration
to provide for the conduct of the business of the Trust and may amend or repeal
such By-Laws to the extent such power is not reserved to the Shareholders.

Section 3.10. Miscellaneous Powers. The Trustees shall have the power to:
(a) employ or contract with such Persons as the Trustees may deem desirable for
the transaction of the business of the Trust; (b) enter into joint ventures,
partnerships and any other combinations or associations; (c) remove Trustees or
fill vacancies in or add to their number, elect and remove such officers and
appoint and terminate such agents or employees as they consider appropriate, and
appoint from their own number, and terminate, any one or more committees which
may exercise some or all of the power and authority of the Trustees as the
Trustees may determine; (d) purchase, and pay for out of Trust Property,
insurance policies insuring the Shareholders, the Administrator, Trustees,
officers, employees, agents, the Investment Adviser, the Distributor, selected
dealers or independent contractors of the Trust against all claims arising by
reason of holding any such position or by reason of any action taken or omitted
by any such Person in such capacity, whether or not constituting negligence, or
whether or not the Trust would have the power to indemnify such Person against
such liability; (e) establish pension, profit-sharing, Share purchase, and other
retirement, incentive and benefit plans for any Trustees, officers, employees or
agents of the Trust; (f) to the extent permitted by law, indemnify any person
with whom the Trust has dealings, including any Investment Adviser,
Administrator, Custodian, Distributor, Transfer Agent, Shareholder Servicing
Agent and any dealer, to such extent as the Trustees shall determine; (g)
guarantee indebtedness or contractual obligations of others; (h) determine and
change the fiscal year of the Trust and the method by which its accounts shall
be kept; and (i) adopt a seal for the Trust, provided, that the absence of such
seal shall not impair the validity of any instrument executed on behalf of the
Trust.

Section 3.11. Principal Transactions. Except in transactions permitted by
the 1940 Act, or any order of exemption issued by the Commission, the Trustees
shall not, on behalf of the Trust, buy any securities (other than Shares) from
or sell any securities (other than Shares) to, or lend any assets of the Trust
to, any Trustee or officer of the Trust or any firm of which any such Trustee or
officer is a member acting as principal, or have any such dealings with any
Investment Adviser, Administrator, Shareholder Servicing Agent, Custodian,
Distributor or Transfer Agent or with any Interested Person of such Person; but
the Trust may, upon customary terms, employ any such Person, or firm or company
in which such Person is an Interested Person, as broker, legal counsel,
registrar, transfer agent, dividend disbursing agent or custodian.

Section 3.12. Trustees and Officers as Shareholders. Except as
hereinafter provided, no officer, Trustee or Member of the Advisory Board of the
Trust, and no member, partner, officer, director or trustee of the Investment
Adviser, Administrator or of the Distributor, and no Investment Adviser,
Administrator or Distributor of the Trust, shall take long or short positions in
the securities issued by the Trust. The foregoing provision shall not prevent:

(a) The Distributor from purchasing Shares from the Trust if such
purchases are limited (except for reasonable allowances for clerical errors,
delays and errors of transmission and cancellation of orders) to purchases for
the purpose of filling orders for Shares received by the Distributor and
provided that orders to purchase from the Trust are entered with the Trust or
the Custodian promptly upon receipt by the Distributor of purchase orders for
Shares, unless the Distributor is otherwise instructed by its customer;

(b) The Distributor from purchasing Shares as agent for the account of
the Trust;

(c) The purchase from the Trust or from the Distributor of Shares by any
officer, Trustee or member of the Advisory Board of the Trust or by any member,
partner, officer, director or trustee of the Investment Adviser or of the
Distributor at a price not lower than the net asset value of the Shares at the
moment of such purchase, provided that any such sales are only to be made
pursuant to a uniform offer described in the current prospectus or statement of
additional information for the Shares being purchased; or

(d) The Investment Adviser, the Distributor, the Administrator, or any of
their officers, partners, directors or trustees from purchasing Shares prior to
the effective date of the Trust's Registration Statement under the Securities
Act of 1933, as amended, relating to the Shares.

ARTICLE IV

INVESTMENT ADVISER, DISTRIBUTOR, ADMINISTRATOR, TRANSFER AGENT

AND SHAREHOLDER SERVICING AGENTS

Section 4.1. Investment Adviser. Subject to a Majority Shareholder Vote
of the Shares of each series affected thereby, the Trustees may in their
discretion from time to time enter into one or more investment advisory or
management contracts whereby the other party to each such contract shall
undertake to furnish the Trust such management, investment advisory, statistical
and research facilities and services, promotional activities, and such other
facilities and services, if any, with respect to one or more series of Shares,
as the Trustees shall from time to time consider desirable and all upon such
terms and conditions as the Trustees may in their discretion determine.
Notwithstanding any provision of the Declaration, the Trustees may delegate to
the Investment Adviser authority (subject to such general or specific
instructions as the Trustees may from time to time adopt) to effect purchases,
sales, loans or exchanges of assets of the Trust on behalf of the Trustees or
may authorize any officer, employee or Trustee to effect such purchases, sales,
loans or exchanges pursuant to recommendations of the Investment Adviser (and
all without further action by the Trustees). Any of such purchases, sales, loans
or exchanges shall be deemed to have been authorized by all the Trustees. Such
services may be provided by one or more Persons.

Section 4.2. Distributor. The Trustees may in their discretion from time
to time enter into one or more distribution contracts providing for the sale of
Shares whereby the Trust may either agree to sell the Shares to the other party
to any such contract or appoint any such other party its sales agent for such
Shares. In either case, any such contract shall be on such terms and conditions
as the Trustees may in their discretion determine, provided that such terms and
conditions are not inconsistent with the provisions of the Declaration or the
By-Laws; and such contract may also provide for the repurchase or sale of Shares
by such other party as principal or as agent of the Trust and may provide that
such other party may enter into selected dealer agreements with registered
securities dealers to further the purpose of the distribution or repurchase of
the Shares. Such services may be provided by one or more Persons.

Section 4.3. Administrator. The Trustees may in their discretion from
time to time enter into one or more administrative services contracts whereby
the other party to each such contract shall undertake to furnish such
administrative services to the Trust as the Trustees shall from time to time
consider desirable and all upon such terms and conditions as the Trustees may in
their discretion determine, provided that such terms and conditions are not
inconsistent with the provisions of this Declaration or the By-Laws. Such
services may be provided by one or more Persons.

Section 4.4. Transfer Agent and Shareholder Servicing Agents. The
Trustees may in their discretion from time to time enter into one or more
transfer agency and shareholder servicing contracts whereby the other party to
each such contract shall undertake to furnish such transfer agency and/or
shareholder services to the Trust or to shareholders of the Trust as the
Trustees shall from time to time consider desirable and all upon such terms and
conditions as the Trustees may in their discretion determine, provided that such
terms and conditions are not inconsistent with the provisions of this
Declaration or the By-Laws. Such services may be provided by one or more
Persons. Except as otherwise provided in the applicable shareholder servicing
contract, a Shareholder Servicing Agent shall be deemed to be the record owner
of outstanding Shares beneficially owned by customers of such Shareholder
Servicing Agent for whom it is acting pursuant to such shareholder servicing
contract.

Section 4.5. Parties to Contract. Any contract of the character described
in Section 4.1, 4.2, 4.3 or 4.4 of this Article IV or any Custodian contract as
described in Article X of the By-Laws may be entered into with any Person,
although one or more of the Trustees or officers of the Trust may be an officer,
partner, director, trustee, shareholder, or member of such other party to the
contract, and no such contract shall be invalidated or rendered voidable by
reason of the existence of any such relationship; nor shall any Person holding
such relationship be liable merely by reason of such relationship for any loss
or expense to the Trust under or by reason of any such contract or accountable
for any profit realized directly or indirectly therefrom, provided that the
contract when entered into was not inconsistent with the provisions of this
Article IV or the By-Laws. The same Person may be the other party to contracts
entered into pursuant to Sections 4.1, 4.2, 4.3 and 4.4 above or any Custodian
contract as described in Article X of the By-Laws, and any individual may be
financially interested or otherwise affiliated with Persons who are parties to
any or all of the contracts mentioned in this Section 4.5.

ARTICLE V

LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
TRUSTEES AND OTHERS

Section 5.1. No Personal Liability of Shareholders. Trustees, etc. No
Shareholder shall be subject to any personal liability whatsoever to any Person
in connection with Trust Property or the acts, obligations or affairs of the
Trust. No Trustee, officer, employee or agent of the Trust shall be subject to
any personal liability whatsoever to any Person, other than the Trust or its
Shareholders, in connection with Trust Property or the affairs of the Trust,
save only that arising from bad faith, wilful misfeasance, gross negligence or
reckless disregard for his duty to such Person; and all such Persons shall look
solely to the Trust Property for satisfaction of claims of any nature arising in
connection with the affairs of the Trust. If any Shareholder, Trustee, officer,
employee, or agent, as such, of the Trust, is made a party to any suit or
proceeding to enforce any such liability, he shall not, on account thereof, be
held to any personal liability. The Trust shall indemnify and hold each
Shareholder harmless from and against all claims and liabilities to which such
Shareholder may become subject by reason of his being or having been a
Shareholder, and shall reimburse such Shareholder for all legal and other
expenses reasonably incurred by him in connection with any such claim or
liability. The rights accruing to a Shareholder under this Section 5.1 shall not
exclude any other right to which such Shareholder may be lawfully entitled, nor
shall anything herein contained restrict the right of the Trust to indemnify or
reimburse a Shareholder in any appropriate situation even though not
specifically provided herein. Notwithstanding any other provision of this
Declaration to the contrary, no Trust Property shall be used to indemnify or
reimburse any Shareholder of any Shares of any series other than Trust Property
allocated or belonging to that series.

Section 5.2. Non-Liability of Trustees etc. No Trustee, officer, employee
or agent of the Trust shall be liable to the Trust or to any Shareholder,
Trustee, officer, employee, or agent thereof for any action or failure to act
(including without limitation the failure to compel in any way any former or
acting Trustee to redress any breach of trust) except for his own bad faith,
wilful misfeasance, gross negligence or reckless disregard of his duties.

Section 5.3. Mandatory Indemnification. (a) Subject to the exceptions and
limitations contained in paragraph (b) below:

(i) every person who is or has been a Trustee or officer of the Trust
shall be indemnified by the Trust against all liability and against all expenses
reasonably incurred or paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved as a party or otherwise by virtue of his
being or having been a Trustee or officer and against amounts paid or incurred
by him in the settlement thereof;

(ii) the words "claim", "action", "suit", or "proceeding" shall apply to
all claims, actions, suits or proceedings (civil, criminal, administrative or
other, including appeals), actual or threatened; and the words "liability" and
"expenses" shall include, without limitation, attorneys' fees, costs, judgments,
amounts paid in settlement, fines, penalties and other liabilities.

(b) No indemnification shall be provided hereunder to a Trustee or
officer:

(i) against any liability to the Trust or the Shareholders by reason of a
final adjudication by the court or other body before which the proceeding was
brought that he engaged in wilful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office;

(ii) with respect to any matter as to which he shall have been finally
adjudicated not to have acted in good faith in the reasonable belief that his
action was in the best interest of the Trust; or

(iii) in the event of a settlement involving a payment by a Trustee or
officer or other disposition not involving a final adjudication as provided in
paragraph (b) (i) or (b) (ii) above resulting in a payment by a Trustee or
officer, unless there has been either a determination that such Trustee or
officer did not engage in wilful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office by the
court or other body approving the settlement or other disposition or by a
reasonable determination, based upon a review of readily available facts (as
opposed to a full trial-type inquiry) that he did not engage in such conduct:

(A) by vote of a majority of the Disinterested Trustees acting on the
matter (provided that a majority of the Disinterested Trustees then in office
act on the matter); or

(B) by written opinion of independent legal counsel.

(c) The rights of indemnification herein provided may be insured against
by policies maintained by the Trust, shall be severable, shall not affect any
other rights to which any Trustee or officer may now or hereafter be entitled,
shall continue as to a Person who has ceased to be such a Trustee or officer and
shall inure to the benefit of the heirs, executors and administrators of such
Person. Nothing contained herein shall affect any rights to indemnification to
which personnel other than Trustees and officers may be entitled by contract or
otherwise under law.

(d) Expenses of preparation and presentation of a defense to any claim,
action, suit, or proceeding of the character described in paragraph (a) of this
Section 5.3 shall be advanced by the Trust prior to final disposition thereof
upon receipt of an undertaking by or on behalf of the recipient to repay such
amount if it is ultimately determined that he is not entitled to indemnification
under this Section 5.3, provided that either:

(i) such undertaking is secured by a surety bond or some other
appropriate security or the Trust shall be insured against losses arising out of
any such advances; or

(ii) a majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees then in office act on
the matter) or an independent legal counsel in a written opinion, shall
determine, based upon a review of readily available facts (as opposed to a full
trial-type inquiry), that there is reason to believe that the recipient
ultimately will be found entitled to indemnification.

As used in this Section 5.3 a "Disinterested Trustee" is one (i) who is
not an "Interested Person" of the Trust (including anyone who has been exempted
from being an "Interested Person" by any rule, regulation or order of the
Commission), and (ii) against whom none of such actions, suits or other
proceedings or another action, suit or other proceeding on the same or similar
grounds is then or had been pending.

Section 5.4. No Bond Required of Trustees. No Trustee shall be obligated
to give any bond or other security for the performance of any of his duties
hereunder.

Section 5.5. No Duty of Investigation; Notice in Trust Instruments, etc.
No purchaser, lender, Shareholder Servicing Agent, Transfer Agent or other
Person dealing with the Trustees or any officer, employee or agent of the Trust
shall be bound to make any inquiry concerning the validity of any transaction
purporting to be made by the Trustees or by said officer, employee or agent or
be liable for the application of money or property paid, loaned, or delivered to
or on the order of the Trustees or of said officer, employee or agent. Every
obligation, contract, instrument, certificate, Share, other security of the
Trust or undertaking, and every other act or thing whatsoever executed in
connection with the Trust shall be conclusively presumed to have been executed
or done by the executors thereof only in their capacity as Trustees under the
Declaration or in their capacity as officers, employees or agents of the Trust.
Every written obligation, contract, instrument, certificate, Share, other
security of the Trust or undertaking made or issued by the Trustees shall recite
that the same is executed or made by them not individually, but as Trustees
under the Declaration, and that the obligations of any such instrument are not
binding upon any of the Trustees or Shareholders individually, but bind only the
trust estate, and may contain any further recital which they or he may deem
appropriate, but the omission of such recital shall not operate to bind any of
the Trustees or Shareholders individually. The Trustees shall at all times
maintain insurance for the protection of the Trust Property, Shareholders,
Trustees, officers, employees and agents in such amount as the Trustees shall
deem adequate to cover possible tort liability, and such other insurance as the
Trustees in their sole judgment shall deem advisable.

Section 5.6. Reliance on Experts. etc. Each Trustee and officer or employee
of the Trust shall, in the performance of his duties, be fully and completely
justified and protected with regard to any act or any failure to act resulting
from reliance in good faith upon the books of account or other records of the
Trust, upon an opinion of counsel, or upon reports made to the Trust by any of
its officers or employees or by the Investment Adviser, the Distributor,
Transfer Agent, any Shareholder Servicing Agent, selected dealers, accountants,
appraisers or other experts or consultants selected with reasonable care by the
Trustees, officers or employees of the Trust, regardless of whether such counsel
or expert may also be a Trustee.

ARTICLE VI

SHARES OF BENEFICIAL INTEREST

Section 6.1. Beneficial Interest. The interest of the beneficiaries
hereunder may be divided into transferable Shares, which may be divided into one
or more series as provided in Section 6.9 hereof. Each such series shall have
such class or classes of Shares as the Trustees may from time to time determine.
The number of Shares authorized hereunder is unlimited. All Shares Issued
hereunder including, without limitation, Shares issued in connection with a
dividend in Shares or a split of Shares, shall be fully paid and non-assessable.

Section 6.2. Rights of Shareholders. The ownership of the Trust Property
of every description and the right to conduct any business hereinbefore
described are vested exclusively in the Trustees, and the Shareholders shall
have no interest therein other than the beneficial interest conferred by their
Shares, and they shall have no right to call for any partition or division of
any property, profits, rights or interests of the Trust nor can they be called
upon to assume any losses of the Trust or suffer an assessment of any kind by
virtue of their ownership of Shares. The Shares shall be personal property
giving only the rights specifically set forth in the Declaration. The Shares
shall not entitle the holder to preference, preemptive, appraisal, conversion or
exchange rights, except as the Trustees may determine with respect to any series
of Shares.

Section 6.3. Trust Only. It is the intention of the Trustees to create
only the relationship of Trustee and beneficiary between the Trustees and the
Shareholders. It is not the intention of the Trustees to create a general
partnership, limited partnership, joint stock association, corporation, bailment
or any form of legal relationship other than a trust. Nothing in the Declaration
shall be construed to make the Shareholders, either by themselves or with the
Trustees, partners or members of a joint stock association.

Section 6.4. Issuance of Shares. The Trustees, in their discretion may,
from time to time without vote of the Shareholders, issue Shares, in addition to
the then issued and outstanding Shares and Shares held in the treasury, to such
party or parties and for such amount and type of consideration, including cash
or property, and on such terms as the Trustees may deem best, and may in such
manner acquire other assets (including the acquisition of assets subject to, and
in connection, with the assumption of liabilities) and businesses. In connection
with any issuance of Shares, the Trustees may issue fractional Shares. The
Trustees may from time to time divide or combine the Shares of any series into a
greater or lesser number without thereby changing their proportionate beneficial
interests in Trust Property allocated or belonging to such series. Contributions
to the Trust may be accepted for, and Shares shall be redeemed as, whole Shares
and/or 1/1,000ths of a Share or integral multiples thereof.

Section 6.5. Register of Shares. A register or registers shall be kept at
the principal office of the Trust or at an office of the Transfer Agent or any
one or more Shareholder Servicing Agents which register or registers, taken
together, shall contain the names and addresses of the Shareholders and the
number of Shares held by them respectively and a record of all transfers
thereof. Such register or registers shall be conclusive as to who are the
holders of the Shares and who shall be entitled to receive dividends or
distributions or otherwise to exercise or enjoy the rights of Shareholders. No
Shareholder shall be entitled to receive payment of any dividend or
distribution, nor to have notice given to him as herein or in the By-Laws
provided, until he has given his address to the Transfer Agent, the Shareholder
Servicing Agent which is the agent of record for such Shareholder, or such other
officer or agent of the Trustees as shall keep the said register for entry
thereon. It is not contemplated that certificates will be issued for the Shares;
however, the Trustees, in their discretion, may authorize the issuance of Share
certificates and promulgate appropriate rules and regulations as to their use.

Section 6.6. Transfer of Shares. Shares shall be transferable on the
records of the Trust only by the record holder thereof or by his agent "hereunto
duly authorized in writing, upon delivery to the Trustees, the Transfer Agent or
the Shareholder Servicing Agent which is the agent of record for such
Shareholder, of a duly executed instrument of transfer, together with any
certificate or certificates (if issued) for such Shares and such evidence of the
genuineness of each such execution and authorization and of other matters as may
reasonably be required. Upon such delivery the transfer shall be recorded on the
register of the Trust. Until such record is made, the Shareholder of record
shall be deemed to be the holder of such Shares for all purposes hereunder and
neither the Trustees nor any Transfer Agent, Shareholder Servicing Agent or
registrar nor any officer, employee or agent of the Trust shall be affected by
any notice of the proposed transfer.

Any person becoming entitled to any Shares in consequence of the death,
bankruptcy, or incompetence of any Shareholder, or otherwise by operation of
law, shall be recorded on the register of Shares as the holder of such Shares
upon production of the proper evidence thereof to the Trustees, the Transfer
Agent or the Shareholder Servicing Agent which is the agent of record for such
Shareholder; but until such record is made, the Shareholder of record shall be
deemed to be the holder of such Shares for all purposes hereunder and neither
the Trustees nor any Transfer Agent, Shareholder Servicing Agent or registrar
nor any officer or agent of the Trust shall be affected by any notice of such
death, bankruptcy or incompetence, or other operation of law.

Section 6.7. Notices. Any and all notices to which any Shareholder may be
entitled and any and all communications shall be deemed duly served or given if
mailed, postage prepaid, addressed to any Shareholder of record at his last
known address as recorded on the register of the Trust.

Section 6.8. Voting Powers. The Shareholders shall have power to vote only
(i) for the removal of Trustees as provided in Section 2.2 hereof, (ii) with
respect to any investment advisory or management contract as provided in Section
4.1 hereof, (iii) with respect to termination of the Trust as provided in
Section 9.2 hereof, (iv) with respect to any amendment of this Declaration to
the extent and as provided in Section 9.3 hereof, (v) with respect to any
merger, consolidation or sale of assets as provided in Sections 9.4 and 9.6
hereof, (vi) with respect to incorporation of the Trust or any series to the
extent and as provided in Sections 9.5 and 9.6 hereof, (vii) to the same extent
as the stockholders of a Massachusetts business corporation as to whether or not
a court action, proceeding or claim should or should not be brought or
maintained derivatively or as a class action on behalf of the Trust or the
Shareholders, and (viii) with respect to such additional matters relating to the
Trust as may be required by the Declaration, the By-Laws or any registration of
the Trust with the Commission (or any successor agency) or any state, or as the
Trustees may consider necessary or desirable. Each whole Share shall be entitled
to one vote as to any matter on which it is entitled to vote and each fractional
Share shall be entitled to a proportionate fractional vote, except that Shares
held in the treasury of the Trust shall not be voted. Shares shall be voted by
individual series on any matter submitted to a vote of the Shareholders of the
Trust except as provided in Section 6.9(g) hereof. There shall be no cumulative
voting in the election of Trustees. Until Shares are issued, the Trustees may
exercise all rights of Shareholders and may take any action required by law, the
Declaration or the By-Laws to be taken by Shareholders. At any meeting of
Shareholders of the Trust or of any series of the Trust, a Shareholder Servicing
Agent may vote any shares as to which such Shareholder Servicing Agent is the
agent of record and which are not otherwise represented in person or by proxy at
the meeting, proportionately in accordance with the votes cast by holders of all
shares otherwise represented at the meeting in person or by proxy as to which
such Shareholder Servicing Agent is the agent of record. Any shares so voted by
a Shareholder Servicing Agent will be deemed represented at the meeting for
quorum purposes. The By-Laws may include further provisions for Shareholder
votes and meetings and related matters.

Section 6.9. Series Designation. As set forth in Appendix I hereto, the
Trustees have authorized the division of Shares into series, as designated and
established pursuant to the provisions of Appendix I and this Section 6.9. The
Trustees, in their discretion, may authorize the division of Shares into one or
more additional series, and the different series shall be established and
designated, and the variations in the relative rights, privileges and
preferences as between the different series shall be fixed and determined by the
Trustees upon and subject to the following provisions:

(a) All Shares shall be identical except that there may be such
variations as shall be fixed and determined by the Trustees between different
series as to purchase price, right of redemption and the price, terms and manner
of redemption, and special and relative rights as to dividends and on
liquidation.

(b) The number of authorized Shares and the number of Shares of each
series that may be issued shall be unlimited. The Trustees may classify or
reclassify any unissued Shares or any Shares previously issued and reacquired of
any series into one or more series that may be established and designated from
time to time. The Trustees may hold as treasury shares (of the same or some
other series), reissue for such consideration and on such terms as they may
determine, or cancel any Shares of any series reacquired by the Trust at their
discretion from time to time.

(c) All consideration received by the Trust for the issuance or sale of
Shares of a particular series, together with all assets in which such
consideration is invested or reinvested, all income and earnings thereon,
profits therefrom, and proceeds thereof, including any proceeds derived from the
sale, exchange or liquidation of such assets, and any funds or payments derived
from any reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to that series for all purposes, subject only to the rights
of creditors of such series, and shall be so recorded upon the books of account
of the Trust. In the event that there are any assets, income, earnings, profits,
proceeds, funds or payments which are not readily identifiable as belonging to
any particular series, the Trustees shall allocate them to and among any one or
more of the series established and designated from time to time in such manner
and on such basis as the Trustees, in their sole discretion, deem fair and
equitable. Each such allocation by the Trustees shall be conclusive and binding
upon the Shareholders of all series for all purposes. No Shareholder of any
particular series shall have any claim on or right to any assets allocated or
belonging to any other series of Shares.

(d) The assets belonging to each particular series shall be charged with
the liabilities of the Trust in respect of that series and all expenses, costs,
charges and reserves attributable to that series, and any general liabilities,
expenses, costs, charges or reserves of the Trust which are not readily
identifiable as belonging to any particular series shall be allocated and
charged by the Trustees to and among any one or more of the series established
and designated from time to time in such manner and on such basis as the
Trustees, in their sole discretion, deem fair and equitable. Each allocation of
liabilities, expenses, costs, charges and reserves by the Trustees shall be
conclusive and binding upon the Shareholders of all series for all purposes. The
Trustees shall have full discretion, to the extent not inconsistent with the
1940 Act, to determine which items shall be treated as income and which items as
capital; and each such determination and allocation shall be conclusive and
binding upon the Shareholders. Under no circumstances shall the assets allocated
or belonging to any particular series be charged with liabilities, expenses,
costs, charges or reserves attributable to any other series. All Persons who
have extended credit which has been allocated to a particular series, or who
have a claim or contract which has been allocated to any particular series,
shall look only to the assets of that particular series for payment of such
credit, claim or contract.

(e) The power of the Trustees to invest and reinvest the Trust Property
allocated or belonging to any particular series shall be governed by Section 3.2
hereof unless otherwise provided in the instrument of the Trustees establishing
such series which is hereinafter described.

(f) Each Share of a series shall represent a beneficial interest in the
net assets allocated or belonging to such series only, and such interest shall
not extend to the assets of the Trust generally. Dividends and distributions on
Shares of a particular series may be paid with such frequency as the Trustees
may determine, which may be monthly or otherwise, pursuant to a standing vote or
votes adopted only once or with such frequency as the Trustees may determine, to
the Shareholders of that series only, from such of the income and capital gains,
accrued or realized, from the assets belonging to that series, as the Trustees
may determine, after providing for actual and accrued liabilities belonging to
that series. All dividends and distributions on Shares of a particular series
shall be distributed pro rata to the Shareholders of that series in proportion
to the number of Shares of that series held by such Shareholders at the date and
time of record established for the payment of such dividends or distributions.
Shares of any particular series of the Trust may be redeemed solely out of Trust
Property allocated or belonging to that series. Upon liquidation or termination
of a series of the Trust, Shareholders of such series shall be entitled to
receive a Pro rata share of the net assets of such series only.

(g) Notwithstanding any provision hereof to the contrary, on any matter
submitted to a vote of the Shareholders of the Trust, all Shares then entitled
to vote shall be voted by individual series, except that (i) when required by
the 1940 Act to be voted in the aggregate, Shares shall not be voted by
individual series, and (ii) when the Trustees have determined that the matter
affects only the interests of Shareholders of one or more series, only
Shareholders of such series shall be entitled to vote thereon.

(h) The establishment and designation of any series of Shares shall be
effective upon the execution by a majority of the Trustees of an instrument
setting forth such establishment and designation and the relative rights and
preferences of such series, or as otherwise provided in such instrument. At any
time that there are no Shares outstanding of any particular series previously
established and designated, the Trustees may by an instrument executed by a
majority of their number abolish that series and the establishment and
designation thereof. Each instrument referred to in this paragraph shall have
the status of an amendment to this Declaration.

(i) Notwithstanding anything in this Declaration to the contrary, the
Trustees may, in their discretion, authorize the division of Shares of any
series into Shares of one or more classes or subseries of such series. All
Shares of a class or a subseries shall be identical with each other and with the
Shares of each other class or subseries of the same series except for such
variations between classes or subseries as may be approved by the Board of
Trustees and be permitted under the 1940 Act or pursuant to any exemptive order
issued by the Commission.

ARTICLE VII

REDEMPTIONS

Section 7.1 Redemptions. In case any Shareholder at any time desires to
dispose of his Shares, he may deposit his certificate or certificates therefor,
duly endorsed in blank or accompanied by an instrument of transfer executed in
blank, or if the Shares are not represented by any certificate, a written
request or other such form of request as the Trustees may from time to time
authorize, at the office of the Transfer Agent, the Shareholder Servicing Agent
which is the agent of record for such Shareholder, or at the office of any bank
or trust company, either in or outside of the Commonwealth of Massachusetts,
which is a member of the Federal Reserve System and which the said Transfer
Agent or the said Shareholder Servicing Agent has designated in writing for that
purpose, together with an irrevocable offer in writing in a form acceptable to
the Trustees to sell the Shares represented thereby to the Trust at the net
asset value per Share thereof, next determined after such deposit as provided in
Section 8.1 hereof. Payment for said Shares shall be made to the Shareholder
within seven days after the date on which the deposit is made, unless (i) the
date of payment is postponed pursuant to Section 7.2 hereof, or (ii) the
receipt, or verification of receipt, of the purchase price for the Shares to be
redeemed is delayed, in either of which events payment may be delayed beyond
seven days.

Section 7.2 Suspension of Right of Redemption. The Trust may declare a
suspension of the right of redemption or postpone the date of payment of the
redemption proceeds for the whole or any part of any period (i) during which the
New York Stock Exchange is closed other than customary week-end and holiday
closings, (ii) during which trading on the New York Stock Exchange is
restricted, (iii) during which an emergency exists as a result of which disposal
by the Trust of securities owned by it is not reasonably practicable or it is
not reasonably practicable for the Trust fairly to determine the value of its
net assets, or (iv) during which the Commission for the protection of
Shareholders by order permits the suspension of the right of redemption or
postponement of the date of payment of the redemption proceeds; provided that
applicable rules and regulations of the Commission shall govern as to whether
the conditions prescribed in (ii), (iii) or (iv) exist. Such suspension shall
take effect at such time as the Trust shall specify but not later than the close
of business on the business day next following the declaration of suspension,
and thereafter there shall be no right of redemption or payment of the
redemption proceeds until the Trust shall declare the suspension at an end,
except that the suspension shall terminate in any event on the first day on
which said stock exchange shall have reopened or the period specified in (ii) or
(iii) shall have expired (as to which, in the absence of an official ruling by
the Commission, the determination of the Trust shall be conclusive). In the case
of a suspension of the right of redemption, a Shareholder may either withdraw
his request for redemption or receive payment based on the net asset value
existing after the termination of the suspension.

Section 7.3. Redemption of Shares; Disclosure of Holding. If the Trustees
shall, at any time and in good faith, be of the opinion that direct or indirect
ownership of Shares has or may become concentrated in any Person to an extent
which would disqualify the Trust, or any series of the Trust, as a regulated
investment company under the Internal Revenue Code of 1986, as amended (the
"Code"), then the Trustees shall have the power by lot or other means deemed
equitable by them (i) to call for redemption by any such Person a number of
Shares of the Trust, or such series of the Trust, sufficient to maintain or
bring the direct or indirect ownership of Shares of the Trust, or such series of
the Trust, into conformity with the requirements for such qualification, and
(ii) to refuse to transfer or issue Shares of the Trust, or such series of the
Trust, to any Person whose acquisition of the Shares of the Trust, or such
series of the Trust, would result in such disqualification. The redemption shall
be effected at the redemption price and in the manner provided in Section 7.1
hereof.

The Shareholders of the Trust shall upon demand disclose to the Trustees
in writing such information with respect to direct and indirect ownership of
Shares of the Trust as the Trustees deem necessary to comply with the provisions
of the Code, or to comply with the requirements of any other authority. Upon the
failure of a Shareholder to disclose such information and to comply with such
demand of the Trustees, the Trust shall have the power to redeem such Shares at
a redemption price determined in accordance with Section 7.1 hereof.

Section 7.4 Redemptions of Accounts of Less than Minimum Amount. The
Trustees shall have the power, and any Shareholder Servicing Agent with whom the
Trust has so agreed (or a subcontractor of such Shareholder Servicing Agent)
shall have the power, at any time to redeem Shares of any Shareholder at a
redemption price determined in accordance with Section 7.l hereof if at such
time the aggregate net asset value of the Shares owned by such Shareholder is
less than a minimum amount as determined from time to time and disclosed in a
prospectus of the Trust or in the Shareholder Servicing Agent's (or
subcontractor's) agreement with its customer. A Shareholder shall be notified
that the aggregate value of his Shares is less than such minimum amount and
allowed 60 days to make an additional investment before redemption is processed.

ARTICLE VIII

DETERMINATION OF NET ASSET VALUE,
NET INCOME AND DISTRIBUTIONS

The Trustees, in their absolute discretion, may prescribe and shall set
forth in the By-Laws or in a duly adopted vote or votes of the Trustees such
bases and times for determining the per Share net asset value of the Shares or
net income, or the declaration and payment of dividends and distributions, as
they may deem necessary or desirable.

ARTICLE IX

DURATION; TERMINATION OF TRUST;
AMENDMENT; MERGERS, ETC.

Section 9.1. Duration. The Trust shall continue without limitation of
time but subject to the provisions of this Article IX.

Section 9.2. Termination of Trust. (a) The Trust may be terminated (i) by
a Majority Shareholder Vote of its Shareholders, or (ii) by the Trustees by
written notice to the Shareholders. Any series of the Trust may be terminated
(i) by a Majority Shareholder Vote of the Shareholders of that series, or (ii)
by the Trustees by written notice to the Shareholders of that series. Upon the
termination of the Trust or any series of the Trust:

(i) The Trust or series of the Trust shall carry on no business except
for the purpose of winding up its affairs;

(ii) The Trustees shall proceed to wind up the affairs of the Trust or
series of the Trust and all the powers of the Trustees under this Declaration
shall continue until the affairs of the Trust or series of the Trust shall have
been wound up, including the power to fulfill or discharge the contracts of the
Trust, collect the assets of the Trust or series of the Trust, sell, convey,
assign, exchange, transfer or otherwise dispose of all or any part of the
remaining Trust Property of the Trust or series of the Trust to one or more
Persons at public or private sale for consideration which may consist in whole
or in part of cash, securities or other property of any kind, discharge or pay
the liabilities of the Trust or series of the Trust, and to do all other acts
appropriate to liquidate the business of the Trust or series of the Trust;
provided, that any sale, conveyance, assignment, exchange' transfer or other
disposition of all or substantially all of the Trust Property of the Trust or
series of the Trust shall require Shareholder approval in accordance with
Section 9.4 or 9.6 hereof, respectively; and

(iii) After paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities and refunding
agreements as they deem necessary for their protection, the Trustees may
distribute the remaining Trust Property of the Trust or series of the Trust, in
cash or in kind or partly in cash and partly in kind, among the Shareholders of
the Trust or series of the Trust according to their respective rights.

(b) After termination of the Trust or series of the Trust and distribution
to the Shareholders of the Trust or series of the Trust as herein provided, a
majority of the Trustees shall execute and lodge among the records of the Trust
an instrument in writing setting forth the fact of such termination, and the
Trustees shall thereupon be discharged from all further liabilities and duties
hereunder with respect to the Trust or series of the Trust, and the rights and
interests of all Shareholders of the Trust or series of the Trust shall
thereupon cease.

Section 9.3. Amendment Procedure. (a) This Declaration may be amended by
a Majority Shareholder Vote of the Shareholders or by any instrument in writing,
without a meeting, signed by a majority of the Trustees and consented to by the
holders of not less than a majority of the Shares of the Trust. The Trustees may
also amend this Declaration without the vote or consent of Shareholders to
designate series in accordance with Section 6.9 hereof, to change the name of
the Trust, to supply any omission, to cure, correct or supplement any ambiguous,
defective or inconsistent provision hereof, or to conform this Declaration to
the requirements of applicable federal laws or regulations or the requirements
of the regulated investment company provisions of the Internal Revenue Code of
1986, as amended, or to (i) change the state or other jurisdiction designated
herein as the state or other jurisdiction whose laws shall be the governing law
hereof, (ii) effect such changes herein as the Trustees find to be necessary or
appropriate (A) to permit the filing of this Declaration under the laws of such
state or other jurisdiction applicable to trusts or voluntary associations, (B)
to permit the Trust to elect to be treated as a "regulated investment company"
under the applicable provisions of the Internal Revenue Code of 1986, as
amended, or (C) to permit the transfer of shares (or to permit the transfer of
any other beneficial interests or shares in the Trust, however denominated), and
(iii) in conjunction with any amendment contemplated by the foregoing clause (i)
or the foregoing clause (ii) to make any and all such further changes or
modifications to this Declaration as the Trustees find to be necessary or
appropriate, any finding of the Trustees referred to in the foregoing clause
(ii) or clause (iii) to be conclusively evidenced by the execution of any such
amendment by a majority of the Trustees, but the Trustees shall not be liable
for failing so to do.

(b) No amendment which the Trustees have determined would affect the
rights, privileges or interests of holders of a particular series of Shares, but
not the rights, privileges or interests of holders of all series of Shares
generally, and which would otherwise require a Majority Shareholder Vote under
paragraph (a) of this Section 9.3, may be made except with the vote or consent
by a Majority Shareholder Vote of Shareholders of such series.

(d) Notwithstanding any other provision hereof, no amendment may be made
under this Section 9.3 which would change any rights with respect to the Shares,
or any series of Shares, by reducing the amount payable thereon upon liquidation
of the Trust or by diminishing or eliminating any voting rights pertaining
thereto, except with the Majority Shareholder Vote of the Shares or that series
of Shares. Nothing contained in this Declaration shall permit the amendment of
this Declaration to impair the exemption from personal liability of the
Shareholders, Trustees, officers, employees and agents of the Trust or to permit
assessments upon Shareholders.

(e) A certificate signed by a majority of the Trustees setting forth an
amendment and reciting that it was duly adopted by the Shareholders or by the
Trustees as aforesaid, and executed by a majority of the Trustees, shall be
conclusive evidence of such amendment when lodged among the records of the
Trust.

(f) Notwithstanding any other provision hereof, until such time as a
Registration Statement under the Securities Act of 1933, as amended, covering
the first public offering of Shares of the Trust shall have become effective,
this Declaration may be amended in any respect by the affirmative vote of a
majority of the Trustees or by an instrument signed by a majority of the
Trustees.

Section 9.4. Merger, Consolidation and Sale of Assets. The Trust may
merge or consolidate with any other corporation, association, trust or other
organization or may sell, lease or exchange all or substantially all of the
Trust Property (or all or substantially all of the Trust Property allocated or
belonging to a particular series of the Trust) including its good will, upon
such terms and conditions and for such consideration when and as authorized at
any meeting of Shareholders called for such purpose by the vote of the holders
of two-thirds of the outstanding Shares of all series of the Trust voting as a
single class, or of the affected series of the Trust, as the case may be, or by
an instrument or instruments in writing without a meeting, consented to by the
vote of the holders of two-thirds of the outstanding Shares of all series of the
Trust voting as a single class, or of the affected series of the Trust, as the
case may be; provided, however, that if such merger, consolidation, sale, lease
or exchange is recommended by the Trustees, the vote or written consent by
Majority Shareholder Vote shall be sufficient authorization; and any such
merger, consolidation, sale, lease or exchange shall be deemed for all purposes
to have been accomplished under and pursuant to the statutes of the Commonwealth
of Massachusetts. Nothing contained herein shall be construed as requiring
approval of Shareholders for any sale of assets in the ordinary course of the
business of the Trust.

Section 9.5. Incorporation, Reorganization. With the approval of the
holders of a majority of the Shares outstanding and entitled to vote, the
Trustees may cause to be organized or assist in organizing a corporation or
corporations under the laws of any jurisdiction, or any other trust, unit
investment trust, partnership, association or other organization to take over
all of the Trust Property or to carry on any business in which the Trust shall
directly or indirectly have any interest, and to sell, convey and transfer the
Trust Property to any such corporation, trust, partnership, association or
organization in exchange for the shares or securities thereof or otherwise, and
to lend money to, subscribe for the shares or securities of, and enter into any
contracts with any such corporation, trust, partnership, association or
organization in which the Trust holds or is about to acquire shares or any other
interest. Subject to Section 9.4 hereof, the Trustees may also cause a merger or
consolidation between the Trust or any successor thereto and any such
corporation, trust, partnership, association or other organization if and to the
extent permitted by law. Nothing contained in this Section 9.5 shall be
construed as requiring approval of Shareholders for the Trustees to organize or
assist in organizing one or more corporations, trusts, partnerships,
associations or other organizations and selling, conveying or transferring a
portion of the Trust Property to such organization or entities.

Section 9.6. Incorporation or Reorganization of Series. With the approval
of a Majority Shareholder Vote of any series, the Trustees may sell, lease or
exchange all of the Trust Property allocated or belonging to that series, or
cause to be organized or assist in organizing a corporation or corporations
under the laws of any other jurisdiction, or any other trust, unit investment
trust, partnership, association or other organization, to take over all of the
Trust Property allocated or belonging to that series and to sell, convey and
transfer such Trust Property to any such corporation, trust, unit investment
trust, partnership, association, or other organization in exchange for the
shares or securities thereof or otherwise.

ARTICLE X

REPORTS TO SHAREHOLDERS AND SHAREHOLDER COMMUNICATIONS

The Trustees shall at least semi-annually submit to the Shareholders a
written financial report of the transactions of the Trust, including financial
statements which shall at least annually be certified by independent public
accountants.

ARTICLE XI

MISCELLANEOUS

Section 11.1. Filing. This Declaration and any amendment hereto shall be
filed in the office of the Secretary of the Commonwealth of Massachusetts and in
such other place or places as may be required under the laws of the Commonwealth
of Massachusetts and may also be filed or recorded in such other places as the
Trustees deem appropriate. Each amendment so filed shall state or be accompanied
by a certificate signed and acknowledged by a Trustee stating that such action
was duly taken in the manner provided herein, and unless such amendment or such
certificate sets forth some later time for the effectiveness of such amendment,
such amendment shall be effective upon its filing. A restated Declaration,
integrating into a single instrument all of the provisions of the Declaration
which are then in effect and operative, may be executed from time to time by a
majority of the Trustees and shall, upon filing with the Secretary of the
Commonwealth of Massachusetts, be conclusive evidence of all amendments
contained therein and may thereafter be referred to in lieu of this original
Declaration and the various amendments thereto.

Section 11.2. Governing Law. This Declaration is executed by the Trustees
and delivered in the Commonwealth of Massachusetts and with reference to the
laws thereof, and the rights of all parties and the validity and construction of
every provision hereof shall be subject to and construed according to the laws
of said Commonwealth.

Section 11.3. Counterparts. This Declaration may be simultaneously
executed in several counterparts, each of which shall be deemed to be an
original, and such counterparts, together, shall constitute one and the same
instrument, which shall be sufficiently evidenced by any such original
counterpart.

Section 11.4. Reliance by Third Parties. Any certificate executed by an
individual who, according to the records of the Trust, is a Trustee hereunder
certifying to: (i) the number or identity of Trustees or Shareholders, (ii) the
due authorization of the execution of any instrument or writing, (iii) the form
of any vote passed at a meeting of Trustees or Shareholders, (iv) the fact that
the number of Trustees or Shareholders present at any meeting or executing any
written instrument satisfies the requirements of this Declaration, (v) the form
of any By-Laws adopted by or the identity of any officers elected by the
Trustees, or (vi) the existence of any fact or facts which in any manner relates
to the affairs of the Trust, shall be conclusive evidence as to the matters so
certified in favor of any Person dealing with the Trustees and their successors.

Section 11.5. Provisions in Conflict with Law or Regulations. (a) The
visions of this Declaration are severable, and if the Trustees shall determine,
with the advice of counsel, that any such provision is in conflict with the 1940
Act, the regulated investment company provisions of the Internal Revenue Code of
1986, as amended, or with other applicable laws and regulations, conflicting
provision shall be deemed never to have constituted a part of this Declaration;
provided however, that such determination shall not affect any of the remaining
provisions of this Declaration or render invalid or improper action taken or
omitted prior to such determination.

Section 11.6. Principal Office. The principal office of the Trust is 6
James Avenue, 9th Floor, Boston, Massachusetts, O2116.

(b) If any provision of this Declaration shall be held invalid or
enforceable in any jurisdiction, such invalidity or unenforceability shall each
only to such provision in such jurisdiction and shall not in any manner act such
provision in any other jurisdiction or any other provision of the declaration in
any jurisdiction.

WITNESS WHEREOF, the undersigned have executed this instrument as of this 7th
day of August, 1990.

/s/ Thomas M. Lenz
----------------------------------
Thomas M. Lenz
as Trustee
and not individually

6 St. James Avenue
Boston, Massachusetts

/s/ Gail E. McHugh
----------------------------------
Gail E. McHugh
as Trustee
and not individually

6 St. James Avenue
Boston, Massachusetts

/s/ Barbara M. Cahoon
----------------------------------
Barbara M. Cahoon
as Trustee
and not individually

6 St. James Avenue
Boston, Massachusetts

<PAGE>

Exhibit 1(b)

LANDMARK INTERNATIONAL EQUITY FUND
Certificate of Amendment
to Declaration of Trust

The undersigned, constituting a majority of the Trustees of Landmark
International Equity Fund (the "Trust"), a business trust organized under the
laws of the Commonwealth of Massachusetts pursuant to a Declaration of Trust,
dated August 7, 1990 (the "Declaration"), do hereby certify, as provided by the
provisions of Section 9.3(e) of the Declaration, that in accordance with the
provisions of the second sentence of Section 9.3(a), a majority of the Trustees
of the Trust, by vote duly adopted by a majority of the Trustees, amended the
Declaration effective February 10, 1995 as follows:

Section 6.5 is amended to read in its entirety:

SECTION 6.5 REGISTER OF SHARES. A register or registers shall
be kept at the principal office of the Trust or at an office of the
Transfer Agent or, upon the vote of a majority of the Trustees of the
Trust, at an office of any one or more Shareholder Servicing Agents,
which register or registers, taken together, shall contain the names
and addresses of the Shareholders and the number of Shares held by
them respectively and a record of all transfers thereof. Such
register or registers shall be conclusive as to who are the holders of
the Shares and who shall be entitled to receive dividends or
distributions or otherwise to exercise or enjoy the rights of
Shareholders. Unless the Trustees have authorized a Shareholder
Servicing Agent to keep a register of Shares, that Shareholder
Servicing Agent shall be the holder of record of all outstanding
Shares shown on the records of the Transfer Agent as being held by
such Shareholder Servicing Agent. No Shareholder shall be entitled to
receive payment of any dividend or distribution, nor to have notice
given to him as herein or in the By-Laws provided, until he has given
his address to the Transfer Agent or such other officer or agent of
the Trustees as shall keep the said register for entry thereon, or, if
the Trustees have authorized a Shareholder Servicing Agent to keep the
register for the Shares of such Shareholder, such Shareholder
Servicing Agent (as used in this Declaration, such Shareholder's
"agent of record"). It is not contemplated that

<PAGE>
-2-

certificates will be issued for the Shares; however, the Trustees, in
their discretion, may authorize the issuance of Share certificates and
promulgate appropriate rules and regulations as to their use.

IN WITNESS WHEREOF, the undersigned have executed this certificate on
separate counterparts this 10th day of February, 1995.

H. B. Alvord C. Oscar Morong, Jr.
- -------------------------- --------------------------
H. B. Alvord C. Oscar Morong, Jr.

Philip W. Coolidge Donald B. Otis
- -------------------------- --------------------------
Philip W. Coolidge Donald B. Otis

Riley C. Gilley E. Kirby Warren
- -------------------------- --------------------------
Riley C. Gilley E. Kirby Warren

Diana R. Harrington William S. Woods, Jr.
- -------------------------- --------------------------
Diana R. Harrington William S. Woods, Jr.

Susan B. Kerley
- --------------------------
Susan B. Kerley

<PAGE>
LANDMARK INTERNATIONAL EQUITY FUND

AMENDMENT
TO DECLARATION OF TRUST

Section 1.1 of the Declaration is amended to read in its entirety:

SECTION 1.1 NAME. The name of the trust created hereby is
"Landmark International Funds."

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
5th day of May, 1995.

H.B. Alvord Diana R. Harrington
- -------------------------- --------------------------
H.B. ALVORD DIANA R. HARRINGTON

Philip W. Coolidge Susan B. Kerley
- -------------------------- --------------------------
PHILIP W. COOLIDGE SUSAN B. KERLEY

Riley C. Gilley C. Oscar Morong, Jr.
- -------------------------- --------------------------
RILEY C. GILLEY C. OSCAR MORONG, JR.

Donald B. Otis E. Kirby Warren
- -------------------------- --------------------------
DONALD B. OTIS E. KIRBY WARREN

William S. Woods, Jr.
- --------------------------
WILLIAM S. WOODS, JR.

<PAGE>
LANDMARK INTERNATIONAL FUNDS

AMENDMENT TO
DECLARATION OF TRUST

The undersigned, constituting a majority of the Trustees of Landmark
International Funds (the "Trust"), a business trust organized under the laws of
the Commonwealth of Massachusetts, pursuant to a Declaration of Trust dated
August 7, 1990, as amended (the "Declaration"), do hereby amend Section 3.2 of
the Declaration by adding the following paragraph (d) immediately after
paragraph (c) of Section 3.2:

(d) Notwithstanding any other provision of this Declaration to the
contrary, the Trustees shall have the power in their discretion without any
requirement of approval by shareholders to either invest all or a portion
of the Trust Property of each Series of the Trust (other than Landmark
International Equity Fund and Landmark Emerging Asian Markets Equity Fund),
or sell all or a portion of such Trust Property and invest the proceeds of
such sales, in one or more investment companies to the extent not
prohibited by the 1940 Act and exemptive orders granted under such Act.

IN WITNESS WHEREOF, the undersigned have executed this Amendment this 8th
day of August, 1997.

Philip W. Coolidge Riley C. Gilley
- -------------------------- --------------------------
PHILIP W. COOLIDGE RILEY C. GILLEY
As trustee and not individually As trustee and not individually

Diana R. Harrington Susan B. Kerley
- -------------------------- --------------------------
DIANA R. HARRINGTON SUSAN B. KERLEY
As trustee and not individually As trustee and not individually

C. Oscar Morong, Jr. E. Kirby Warren
- -------------------------- --------------------------
C. OSCAR MORONG, JR. E. KIRBY WARREN
As trustee and not individually As trustee and not individually

William S. Woods, Jr.
- --------------------------
WILLIAM S. WOODS, JR.
As trustee and not individually

<PAGE>

LANDMARK INTERNATIONAL FUNDS

AMENDMENT TO
DECLARATION OF TRUST

The undersigned, constituting a majority of the Trustees of Landmark
International Funds (the "Trust"), a business trust organized under the laws of
the Commonwealth of Massachusetts, pursuant to a Declaration of Trust dated
August 7, 1990, as amended (the "Declaration"), do hereby amend Section 1.1 of
the Declaration by deleting Section 1.1 in its entirety and replacing it with
the following, effective on such date as any officer of the Trust may select by
written notice to the Trust:

SECTION 1.1. NAME. The name of the trust created hereby is "CitiFunds
International Trust."

IN WITNESS WHEREOF, the undersigned have executed this Amendment this 14th
day of November, 1997.

Philip W. Coolidge Riley C. Gilley
- -------------------------- --------------------------
PHILIP W. COOLIDGE RILEY C. GILLEY
As trustee and not individually As trustee and not individually

Diana R. Harrington Susan B. Kerley
- -------------------------- --------------------------
DIANA R. HARRINGTON SUSAN B. KERLEY
As trustee and not individually As trustee and not individually

C. Oscar Morong, Jr. E. Kirby Warren
- -------------------------- --------------------------
C. OSCAR MORONG, JR. E. KIRBY WARREN
As trustee and not individually As trustee and not individually

William S. Woods, Jr.
- --------------------------
WILLIAM S. WOODS, JR.
As trustee and not individually

<PAGE>

Philip W. Coolidge
President
Landmark International Funds
c/o Signature Financial Group Inc.
6 St. James Avenue, 9th Floor
Boston, MA 02116

I, Philip W. Coolidge, hereby certify that I am the duly elected, qualified
and acting President of Landmark International Funds, a Massachusetts business
trust (the "Trust"), and, pursuant to authority granted by the Board of Trustees
of the Trust at a meeting held on November 14, 1997, do hereby give notice that
the Amendment to Declaration of Trust of the Trust, as executed by the Trustees
of the Trust on November 14, 1997, shall become effective as of January 7, 1998.

IN WITNESS WHEREOF, I have hereunto signed my name at Boston, Massachusetts
this 15th day of December, 1997.

Philip Coolidge
-------------------------------
Philip W. Coolidge, President

<PAGE>
CITIFUNDS INTERNATIONAL TRUST

AMENDED AND RESTATED
ESTABLISHMENT AND DESIGNATION OF SERIES OF
SHARES OF BENEFICIAL INTEREST (PAR VALUE $0.00001 PER SHARE)

Pursuant to Section 6.9 of the Declaration of Trust, dated August 7, 1990,
as amended (the "Declaration of Trust"), of CitiFunds International Trust
(formerly, Landmark International Funds) (the "Trust"), the undersigned, being a
majority of the Trustees of the Trust, do hereby amend and restate the Trust's
existing Establishment and Designation of Series of Shares of Beneficial
Interest (par value $0.00001 per share) in order to change the names of two
series of Shares which were previously established and designated. No other
changes to the special and relative rights of the existing series are intended
by this amendment and restatement. This amendment and restatement shall become
effective on such date as any officer of the Trust may select by written notice
to the Trust.

1. The series shall be as follows:

The series previously designated as Landmark International Equity Fund
shall be redesignated as "CitiFunds International Equity
Portfolio."

The series previously designated as Landmark Emerging Asian Markets
Equity Fund shall be redesignated as "CitiFunds Emerging Asian
Markets Equity Portfolio."

The remaining series is as follows: CitiFunds International Growth &
Income Portfolio.

2. Each series shall be authorized to invest in cash, securities,
instruments and other property as from time to time described in the Trust's
then currently effective registration statement under the Securities Act of 1933
to the extent pertaining to the offering of Shares of each series. Each Share
of each series shall be redeemable, shall be entitled to one vote or fraction
thereof in respect of a fractional share on matters on which shares of that
series shall be entitled to vote, shall represent a PRO RATA beneficial interest
in the assets allocated or belonging to such series, and shall be entitled to
receive its PRO RATA share of the net

<PAGE>

-2-

assets of such series upon liquidation of the series, all as provided in Section
6.9 of the Declaration of Trust.

3. Shareholders of each series shall vote separately as a class on any
matter to the extent required by, and any matter shall be deemed to have been
effectively acted upon with respect to each series as provided in, Rule 18f-2,
as from time to time in effect, under the Investment Company Act of 1940, as
amended, or any successor rule, and by the Declaration of Trust.

4. The assets and liabilities of the Trust shall be allocated to each
series as set forth in Section 6.9 of the Declaration of Trust.

5. Subject to the provisions of Section 6.9 and Article IX of the
Declaration of Trust, the Trustees (including any successor Trustees) shall have
the right at any time and from time to time to reallocate assets and expenses or
to change the designation of any series now or hereafter created or otherwise to
change the special and relative rights of any such series.

IN WITNESS WHEREOF, the undersigned have executed this Establishment and
Designation of Series on separate counterparts this 14th day of November, 1997.

Philip W. Coolidge Riley C. Gilley
- -------------------------- --------------------------
PHILIP W. COOLIDGE RILEY C. GILLEY
As trustee and not individually As trustee and not individually

Diana R. Harrington Susan B. Kerley
- -------------------------- --------------------------
DIANA R. HARRINGTON SUSAN B. KERLEY
As trustee and not individually As trustee and not individually

C. Oscar Morong, Jr. E. Kirby Warren
- -------------------------- --------------------------
C. OSCAR MORONG, JR. E. KIRBY WARREN
As trustee and not individually As trustee and not individually

William S. Woods, Jr.
- --------------------------
WILLIAM S. WOODS, JR.
As trustee and not individually

<PAGE>

Philip W. Coolidge
President
CitiFunds International Trust
c/o Signature Financial Group Inc.
6 St. James Avenue, 9th Floor
Boston, MA 02116

I, Philip W. Coolidge, hereby certify that I am the duly elected, qualified
and acting President of CitiFunds International Trust, a Massachusetts business
trust (the "Trust"), and, pursuant to authority granted by the Board of Trustees
of the Trust at a meeting held on November 14, 1997, do hereby give notice that
the Amended and Restated Establishment and Designation of Series of Shares of
Beneficial Interest (par value $0.00001 per share) of the Trust, as executed by
the Trustees of the Trust on November 14, 1997, shall become effective as of
March 2, 1998.

IN WITNESS WHEREOF, I have hereunto signed my name at Boston, Massachusetts
this 10th day of February, 1998.

Philip Coolidge
--------------------------------
Philip W. Coolidge, President

<PAGE>

EXHIBIT 2(a)

AMENDED AND RESTATED
BY-LAWS
OF
LANDMARK INTERNATIONAL EQUITY FUND
(amended and restated as of July 18, 1991)

ARTICLE I

Definitions

The terms Commission "Declaration", "Distributor", "Investment Adviser",
"Majority Shareholder Vote", "1940 Act", "Shareholder", "Shares", "Transfer
Agent", "Trust", "Trust Property" and "Trustees" have the respective meanings
given them in the Declaration of Trust of Landmark International Equity Fund,
and dated August 7, 1990, as amended from time to time.

ARTICLE II

Offices

Section 1. Principal Office. Until changed by the Trustees, the principal
office of the Trust in the Commonwealth of Massachusetts shall be in the City of
Boston, County of Suffolk.

Section 2. Other Offices. The Trust may have offices in such other places
without as well as within the Commonwealth of Massachusetts as the Trustees may
from time to time determine.

ARTICLE III

SHAREHOLDERS

Section 1. Meetings. Meetings of Shareholders may be called at any time by
a majority of the Trustees and shall be called by any Trustee upon written
request, which shall specify the purpose or purposes for which such meeting is
to be called, of Shareholders holding in the aggregate not less than 10% of the
outstanding Shares entitled to vote on the matters specified in such written
request. Any such meeting shall be held within or without the Commonwealth of
Massachusetts on such day and at such time as the Trustees shall designate. The
holders of a majority of outstanding Shares entitled to vote present in person
or by proxy shall constitute a quorum at any meeting of Shareholders, except
that where any provision of law, the Declaration or these By-Laws permits or
requires that holders of any series shall vote as a series, then a majority of
the aggregate number of Shares of that series entitled to vote shall be
necessary to constitute a quorum for the transaction of business by that series.
In the absence of a quorum, a majority of outstanding Shares entitled to vote
present in person or by proxy may adjourn the meeting from time to time until a
quorum shall be present.

Whenever a matter is required to be voted by Shareholders of the Trust in
the aggregate under Section 6.8 and Section 6.9(g) of the Declaration, the Trust
may either hold a meeting of Shareholders of all series, as defined in Section
6.9 of the Declaration, to vote on such matter, or hold separate meetings for
Shareholders of each of the Individual series to vote on such matter, provided
that (i) such separate meetings shall be held within one year of each other,
(ii) a quorum consisting of the holders of the majority of outstanding Shares of
the individual series entitled to vote present in person or by proxy shall be
present at each such separate meeting and (iii) a quorum consisting of the
holders of the majority of all Shares of the Trust entitled to vote present in
person or by proxy shall be present in the aggregate at such separate meetings,
and the votes of Shareholders at all such separate meetings shall be aggregated
in order to determine if sufficient votes have been cast for such matter to be
voted.

Section 2. Notice of Meetings. Notice of all meetings of Shareholders,
stating the time, place and purposes of the meeting, shall be given by the
Trustees by mail to each Shareholder entitled to vote at such meeting at his
address as recorded on the register of the Trust, mailed at least 10 days and
not more than 60 days before the meeting. Only the business stated in the notice
of the meeting shall be considered at such meeting. Any adjourned meeting may be
held as adjourned without further notice. No notice need by given to any
Shareholder who shall have failed to inform the Trust of his current address or
if a written waiver of notice, executed before or after the meeting by the
Shareholder or his attorney thereunto authorized, is filed with the records of
the meeting. Where separate meetings are held for Shareholders of each of the
individual series to vote on a matter required to be voted on by Shareholders of
the Trust In the aggregate, as provided in Article III, Section 1 above, notice
of each such separate meeting shall be provided in the manner described above in
this Section 2.

Section 3. Record Date. For the purpose of determining the Shareholders who
are entitled to notice of and to vote at any meeting, or to participate in any
distribution, or for the purpose of any other action, the Trustees may from time
to time close the transfer books for such period, not exceeding 30 days, as the
Trustees may determine; or without closing the transfer books the Trustees may
fix a date not more than 60 days prior to the date of any meeting of
Shareholders or distribution or other action as a record date for the
determination of the persons to be treated as Shareholders of record for such
purpose. Where separate meetings are held for Shareholders of each of the
individual series to vote on a matter required to be voted on by Shareholders of
the Trust in the aggregate, as provided in Article III, Section 1 above, the
record date of each such separate meeting shall be determined In the manner
described above in this Section 3.

Section 4. Proxies. At any meeting of Shareholders, any holder of Shares
entitled to vote thereat may vote by proxy, provided that no proxy shall be
voted at any meeting unless it shall have been placed on file with the
Secretary, or with such other officer or agent of the Trust as the Secretary may
direct, for verification prior to the time at which such vote shall be taken.
Pursuant to a vote of a majority of the Trustees, proxies may be solicited in
the name of one or more Trustees or one or more of the officers of the Trust.
Only Shareholders of record shall be entitled to vote. Each full Share shall be
entitled to one vote and fractional Shares shall be entitled to a vote of such
fraction. When any Share is held Jointly by several persons, any one of them may
vote at any meeting in person or by proxy in respect of such Share, but if more
than one of them shall be present at such meeting in person or by proxy, and
such joint owners or their proxies so present disagree as to any vote to be
cast, such vote shall not be received in respect of such Share. A proxy
purporting to be executed by or on behalf of a Shareholder shall be deemed valid
unless challenged at or prior to its exercise, and the burden of proving
invalidity shall rest on the challenger. If the holder of any such Share is a
minor or a person of unsound mind, and subject to guardianship or to the legal
control of any other person as regards the charge or management of such Share,
such Share may be voted by such guardian or such other person appointed or
having such control, and such vote may be given in person or by proxy.

Section 5. Inspection of Records. The records of the Trust shall be open to
inspection by Shareholders to the same extent as is permitted shareholders of a
Massachusetts business corporation.

Section 6. Action without Meeting. Any action which may be taken by
Shareholders may be taken without a meeting if a majority of Shareholders
entitled to vote on the matter (or such larger proportion thereof as shall be
required by law, the Declaration or these By-Laws for approval of such matter)
consent to the action in writing and the written consents are filed with the
records of the meetings of Shareholders. Such consent shall be treated for all
purposes as a vote taken at a meeting of Shareholders.

ARTICLE IV

Trustees

Section 1. Meetings of the Trustees. The Trustees may In their discretion
provide for regular or stated meetings of the Trustees. Notice of regular or
stated meetings need not be given. Meetings of the Trustees other than regular
or stated meetings shall be held whenever called by the Chairman or by any
Trustee. Notice of the time and place of each meeting other than regular or
stated meetings shall be given by the Secretary or an Assistant Secretary or by
the officer or Trustee calling the meeting and shall be mailed to each Trustee
at least two days before the meeting, or shall be telegraphed, cabled, or
wirelessed to each Trustee at his business address, or personally delivered to
him at least one day before the meeting. Notice of a meeting need not be given
to any Trustee if a written waiver of notice executed by him before or after the
meeting, is filed with the records of the meeting, or to any Trustee who attends
the meeting without protesting prior thereto or at its commencement the lack of
notice to him. A notice or waiver of notice need not specify the purpose of any
meeting. The Trustees may meet by means of a telephone conference circuit or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, which telephone conference meeting shall be
deemed to have been held at a place designated by the Trustees at the meeting.
Participation in a telephone conference meeting shall constitute presence in
person at such meeting. Any action required or permitted to be taken at any
meeting of the Trustees may be taken by the Trustees without a meeting if all
the Trustees consent to the action in writing and the written consents are filed
with the records of the Trustees' meetings. Such consents shall be treated as a
vote for all purposes.

Section 2. Quorum and Manner of Acting. A majority of the Trustees present
in person at any regular or special meeting of the Trustees shall constitute a
quorum for the transaction of business at such meeting and (except as otherwise
required by law, the Declaration or these By-Laws) the act of a majority of the
Trustees present at any such meeting, at which a quorum is present, shall be the
act of the Trustees. In the absence of a quorum, a majority of the Trustees
present may adjourn the meeting from time to time until a quorum shall be
present. Notice of an adjourned meeting need not be given.

ARTICLE V

COMMITTEES AND ADVISORY BOARD

Section 1. Executive and Other Committees. The Trustees by vote of a
majority of all the Trustees may elect from their own number an Executive
Committee to consist of not less than three Trustees to hold office at the
pleasure of the Trustees. While the Trustees are not in session, the Executive
Committee shall have the power to conduct the current and ordinary business of
the Trust, including the purchase and sale of securities and the designation of
securities to be delivered upon redemption of Shares of the Trust, and such
other powers of the Trustees as the Trustees may, from time to time, delegate to
the Executive Committee except those powers which by law, the Declaration or
these By-Laws, the Trustees are prohibited from so delegating The Trustees may
also elect from their own number other Committees from time to time, the number
composing such Committees, the powers conferred upon the same (subject to the
same limitations as with respect to the Executive Committee) and the term of
membership on such Committees to be determined by the Trustees. The Trustees may
designate a chairman of any such Committee. In the absence of such designation a
Committee may elect Its own chairman.

Section 2. Meeting. Quorum and Manner of Acting. The Trustees may (i)
provide for stated meetings of any Committee, (ii) specify the manner of calling
and notice required for special meetings of any Committee, (iii) specify the
number of members of a Committee required to constitute a quorum and the number
of members of a Committee required to exercise specified powers delegated to
such Committee, (iv) authorize the making of decisions to exercise specified
powers by written assent of the requisite number of members of a Committee
without a meeting, and (v) authorize the members of a Committee to meet by means
of a telephone conference circuit.

Each Committee shall keep regular minutes of its meetings and records of
decisions taken without a meeting and cause them to be recorded in a book
designated for that purpose and kept in the office of the Trust.

Section 3. Advisory Board. The Trustees may appoint an Advisory Board to
consist in the first instance of not less than three members. Members of such
Advisory Board shall not be Trustees or officers and need not be Shareholders. A
member of such Advisory Board shall hold office for such period as the Trustees
may by vote provide and may resign therefrom by a written instrument signed by
him which shall take effect upon its delivery to the Trustees. The Advisory
Board shall have no legal powers and shall not perform the functions of Trustees
in any manner, such Advisory Board being intended merely to act in an advisory
capacity. Such Advisory Board shall meet at such times and upon such notice as
the Trustees may by vote provide.

Section 4. Chairman. The Trustees may, by a majority vote of all the
Trustees, elect from their own number a Chairman to hold office until his
successor shall have been duly elected and qualified. The Chairman shall not
hold any other office. The Chairman may be, but need not be, a Shareholder. The
Chairman shall preside at all meetings of the Trustees and shall have such other
duties as from tune to time may be assigned to him by the Trustees.

ARTICLE VI

Officers

Section 1. General Provisions. The officers of the Trust shall be a
President, a Treasurer and a Secretary, who shall be elected by the Trustees.
The Trustees may elect or appoint such other officers or agents as the business
of the Trust may require, including one or more Vice Presidents, one or more
Assistant Treasurers and one or more Assistant Secretaries. The Trustees may
delegate to any officer or committee the power to appoint any subordinate
officers or agents.

Section 2. Term of Office and Qualifications. Except as otherwise provided
by law, the Declaration or these By-Laws, the Chairman, the President, the
Treasurer and the Secretary shall hold office until his respective successor
shall have been duly elected and qualified, and all other officers shall hold
office at the pleasure of the Trustees. The Secretary and Treasurer may be the
same person. A Vice President and the Treasurer or a Vice President and the
Secretary may be the same person, but the offices of Vice President, Secretary
and Treasurer shall not be held by the same person. The President shall not hold
any other office. Except as above provided, any two offices may be held by the
same person. Any officer may be, but none need be, a Trustee or Shareholder.

Section 3. Removal. The Trustees, at any regular or special meeting of the
Trustees, may remove any officer with or without cause by a vote of a majority
of the Trustees. Any officer or agent appointed by any officer or committee may
be removed with or without cause by such appointing officer or committee.

Section 4. Powers and Duties of the President. The President shall be the
principal executive officer of the Trust. Subject to the control of the Trustees
and any committee of the Trustees, the President shall at all times exercise a
general supervision and direction over the affairs of the Trust. The President
shall also have the power to employ attorneys and counsel for the Trust and to
employ such subordinate officers, agents, clerks and employees as he may find
necessary to transact the business of the Trust. The President shall also have
the power to grant, issue, execute or sign such powers of attorney, proxies or
other documents as may be deemed advisable or necessary in the furtherance of
the interests of the Trust. The President shall have such other powers and
duties as, from time to time, may be conferred upon or assigned to him by the
Trustees.

Section 5. Powers and Duties of Vice Presidents. In the absence or
disability of the President, the Vice President or, if there be more than one
Vice President, any Vice President designated by the Trustees shall perform all
the duties and may exercise any of the powers of the President, subject to the
control of the Trustees. Each Vice President shall perform such other duties as
may be assigned to him from time to time by the Trustees or the President.

Section 6. Powers and Duties of the Treasurer. The Treasurer shall be the
principal financial and accounting officer of the Trust. The Treasurer shall
deliver all funds of the Trust which may come into his hands to such custodian
as the Trustees may employ pursuant to Article X hereof. The Treasurer shall
render a statement of condition of the finances of the Trust to the Trustees as
often as they shall require the same and shall in general perform all the duties
incident to the office of Treasurer and such other duties as from time to time
may be assigned to him by the Trustees. The Treasurer shall give a bond for the
faithful discharge of his duties, if required to do so by the Trustees, in such
sum and with such surety or sureties as the Trustees shall require.

Section 7. Powers and Duties of the Secretary. The Secretary shall keep the
minutes of all meetings of the Shareholders in proper books provided for that
purpose; shall keep the minutes of all meetings of the Trustees; shall have
custody of the seal of the Trust; and shall have charge of the Share transfer
books, lists and records unless the same are in the charge of the Transfer
Agent. The Secretary shall attend to the giving and serving of all notices by
the Trust in accordance with the provisions of these By-Laws and as required by
law; and subject to these By-Laws, shall in general perform all duties incident
to the office of Secretary and such other duties as from time to time may be
assigned to him by the Trustees.

Section 8. Powers and Duties of Assistant Treasurers. In the absence or
disability of the Treasurer, any Assistant Treasurer designated by the Trustees
shall perform all the duties, and may exercise any of the powers, of the
Treasurer. Each Assistant Treasurer shall perform such other duties as from time
to time may be assigned to him by the Trustees. Each Assistant Treasurer shall
give a bond for the faithful discharge of his duties, if required to do so by
the Trustees, in such sum and with such surety or sureties as the Trustees shall
require.

Section 9. Powers and Duties of Assistant Secretaries. In the absence or
disability of the Secretary, any Assistant Secretary designated by the Trustees
shall perform all of the duties, and may exercise any of the powers, of the
Secretary. Each Assistant Secretary shall perform such other duties as from time
to time may be assigned to him by the Trustees.

Section 10. Compensation of Officers and Trustees and Members of the
Advisory Board. Subject to any applicable law or provision of the Declaration,
the compensation of the officers and Trustees and members of the Advisory Board
shall be fixed from time to time by the Trustees or, in the case of officers. by
any Committee or officer upon whom such power may be conferred by the Trustees.
No officer shall be prevented from receiving such compensation as such officer
by reason of the fact that he is also a Trustee.

ARTICLE VII

Fiscal YEAR

The fiscal year of the Trust shall begin on the first day of January in
each year and shall end on the last day of December in the succeeding year,
provided, however, that the Trustees may from time to time change the fiscal
year.

ARTICLE VIII

Seal

The Trustees shall adopt a seal which shall be in such form and shall have
such inscription thereon as the Trustees may from time to time prescribe.

ARTICLE IX

WAIVERS OF NOTICE

Whenever any notice is required to be given by law, the Declaration or
these By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent thereto. A notice shall be deemed to have been telegraphed,
cabled or wirelessed for the purposes of these By-Laws when it has been
delivered to a representative of any telegraph, cable or wireless company with
instruction that it be telegraphed, cabled or wirelessed. Any notice shall be
deemed to be given at the time when the same shall be mailed, telegraphed,
cabled or wirelessed.

ARTICLE X

CUSTODIAN

Section 1. Appointment and Duties. The Trustees shall at all times employ a
bank or trust company having a capital, surplus and undivided profits of at
least $5,000,000 as custodian with authority as its agent, but subject to such
restrictions, limitations and other requirements, if any, as may be contained in
the Declaration, these By-Laws and the 1940 Act:

(i) to hold the securities owned by the Trust and deliver the same upon
written order;

(ii) to receive and receipt for any monies due to the Trust and deposit the
same in its own banking department or elsewhere as the Trustees may
direct;

(iii) to disburse such funds upon orders or vouchers;

(iv) if authorized by the Trustees, to keep the books and accounts of the
Trust and furnish clerical and accounting services: and

(v) if authorized to do so by the Trustees, to compute the net income of
the Trust and the net asset value of Shares;

all upon such basis of compensation as may be agreed upon between the Trustees
and the custodian.

The Trustees may also authorize the custodian to employ one or more
sub-custodians from time to time to perform such of the acts and services of the
custodian and upon such terms and conditions as may be agreed upon between the
custodian and such sub-custodian and approved by the Trustees, provided that in
every case such subcustodian shall be a bank or trust company organized under
the laws of the United States or one of the states thereof and having capital,
surplus and undivided profits of at least $5,000,000.

Section 2. Central Certificate System. Subject to such rules, regulations
and orders as the Commission may adopt, the Trustees may direct the custodian to
deposit all or any part of the securities owned by the Trust in a system for the
central handling of securities established by a national securities exchange or
a national securities association registered with the Commission under the
Securities Exchange Act of 1934, or such other person may be permitted by the
Commission, or otherwise in accordance with the 1940 Act, pursuant to which
system all securities of any particular class or series of any issuer deposited
within the system are treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of such securities, provided that
all such deposits shall be subject to withdrawal only upon the order of the
Trust or its custodian.

Section 3. Acceptance of Receipts in Lieu of Certificates. Subject to such
rules, regulations and orders as the Commission may adopt, the Trustees may
direct the custodian to accept written receipts or other written evidences
indicating purchases of securities held in book-entry form in the Federal
Reserve System in accordance with regulations promulgated by the Board of
Governors of the Federal Reserve System and the local Federal Reserve Banks in
lieu of receipt of certificates representing such securities.

Section 4. Provisions of Custodian Contract. The following provisions shall
apply to the employment of a custodian pursuant to this Article X and to any
contract entered into with the custodian so employed:

(a) The Trustees shall cause to be delivered to the custodian all securities
owned by the Trust or to which it may become entitled, and shall order the
same to be delivered by the custodian only upon completion of a sale,
exchange, transfer, pledge, or other disposition thereof, and upon receipt
by the custodian of the consideration therefor or a certificate of deposit
or a receipt of an issuer or of its Transfer Agent, all as the Trustees
may generally or from time to time require or approve, or to a successor
custodian; and the Trustees shall cause all funds owned by the Trust or to
which it may become entitled to be paid to the custodian, and shall order
the same disbursed only for investment against delivery of the securities
acquired, or in payment of expenses, including management compensation,
and liabilities of the Trust, including distributions to Shareholders, or
to a successor custodian; provided. however, that nothing herein shall
prevent delivery of securities for examination to the broker purchasing
the same in accord with the "street delivery" custom whereby such
securities are delivered to such broker in exchange for a delivery receipt
exchanged on the same day for an uncertified check of such broker to be
presented on the same day for certification.

(b) In case of the resignation, removal or inability to serve of any such
custodian, the Trust shall promptly appoint another bank or trust company
meeting the requirements of this Article X as successor custodian. The
agreement with the custodian shall provide that the retiring custodian
shall, upon receipt of notice of such appointment, deliver all Trust
Property in its possession to and only to such successor, and that pending
appointment of a successor custodian, or a vote of the Shareholders to
function without a custodian, the custodian shall not deliver any Trust
Property to the Trust, but may deliver all or any part of the Trust
Property to a bank or trust company doing business in Boston,
Massachusetts, of its own selection, having an aggregate capital, surplus
and undivided profits (as shown in its last published report) of at least
$5,000,000; provided that arrangements are made for the Trust Property to
be held under terms similar to those on which they were held by the
retiring custodian.
<PAGE>

ARTICLE XI

SALE OF SHARES OF THE TRUST

The Trustees may from time to time issue and sell or cause to be issued and
sold Shares for cash or other property, which shall in every case be paid or
delivered to the Custodian as agent of the Trust before the delivery of any
certificate for such shares. The Shares, including such shares which may have
been repurchased by the Trust (herein sometimes referred to as Treasury
Shares.). may be sold at a price based on the net asset value thereof (as
defined in Article XII hereof) determined by or on behalf of the Trustee next
after the sale is made or at some later time after such sale.

When a distribution contract is in effect pursuant to Section 4.2 of
Article IV of the Declaration, the time of sale shall be the time when an
unconditional order is placed with the distributor or with a dealer with whom
the underwriter shall have a sales agreement, whichever first occurs. Such
contract may provide for the sale of Shares either as a price based on the net
asset value determined next after the order is placed with said distributor or
dealer or at a price based on a net asset value to be determined at some later
time. No Shares need be offered to existing Shareholders before being offered to
others. No Shares shall be sold by the Trust (although Shares previously
contracted to be sold may be issued upon payment therefor) during any period
when the determination of net asset value is suspended by declaration of the
Trustees pursuant to the provisions of Article XII hereof. In connection with
the acquisition by merger or otherwise of all or substantially all the assets of
an investment company (whether a regulated or private investment company or a
personal holding company), the Trustees may issue or cause to be issued Shares
and accept in payment therefor such assets at not more than market value in lieu
of cash, notwithstanding that the federal income tax basis to the Trust of any
assets so acquired may be less than the market value, provided that such assets
are of the character in which the trustees are permitted to invest the funds of
the Trust.

ARTICLE XII

NET ASSET VALUE OF SHARES

Section 1. Time of Determination. The net asset value of each Share
outstanding shall be determined by the Trustees on each business day (which term
shall, whenever it appears in these By-Laws, be deemed to mean each day when the
New York Stock Exchange is open for trading) as of the close of trading on the
New York Stock Exchange. The power and duty to determine net asset value may be
delegated by the Trustees from time to time to one or more of the Trustees or
officers of the Trust, to the other party to any contract entered into pursuant
to Section 4.1 of Article IV of the Declaration, or to the custodian or the
Transfer Agent. The Trustees may also determine or cause to be determined the
net asset value as of any particular time in addition to the closing time of
each business day. Such additional or interim determination may be made either
by appraisal or by calculation or estimate. Any such calculation or estimate
shall be based on changes in the market value of representative or selected
securities or on changes in recognized market averages since the last closing
appraisal, and made in a manner which in the opinion of the Trustees will fairly
reflect the changes in the net asset value. At any time when the New York Stock
Exchange is closed (other than customary weekend and holiday closings), the
Trustees may cause the net asset value to be determined by appraising all
securities at last sale prices, or at not more than the current asked nor less
than the current bid prices, in the over-the-counter or other market, and all
other assets at fair value in the best judgment of the Trustees, and otherwise
proceeding as above stated. For the purposes of Article VII of the Declaration
and Articles XI and XII hereof, any reference to the time at which a
determination of net asset value is made shall mean the time as of which the
determination Is made.

Section 2. Suspension of Determination. The Trustees may declare a
suspension of the determination of net asset value to the extent permitted by
the 1940 Act and rules, regulations and orders promulgated by the Commission
thereunder.

Section 3. Computation. The net asset value of each Share as of any
particular time shall be the quotient (adjusted to the nearer cent) obtained by
dividing the value, as of such time, of the net assets of the Trust (i.e., the
value of the assets of the Trust less its liabilities exclusive of capital and
surplus) by the total number of Shares outstanding (exclusive of Treasury
Shares) at such time, all determined and computed as follows:

A. The assets of the Trust shall be deemed to Include (i) all cash on hand,
on deposit or on call, including any interest accrued thereon, (ii) all
bonds, debentures, bills and notes and accounts receivable and other
evidences of indebtedness, (iii) all shares of stock, subscription
rights, warrants and other securities, other than its own Shares, (iv)
all stock and cash dividends or distributions receivable by the Trust
which have been declared and are ex-dividend to Shareholders of record
at or before the time as of which the net asset value is being
determined, (v) all interest accrued on any interest-bearing securities
owned by the Trust, and (vi) all other property of every kind and nature
Including prepaid expenses, the value of such assets to be determined as
follows:

(a) The value of any cash on hand, on deposit or on call, bills and
notes and accounts receivable, prepaid expenses, cash dividends
and Interest declared or accrued as aforesaid and not yet
received, shall be deemed to be the face amount thereof unless
the trustees shall have determined that any such item is not
worth the face amount thereof, in which event the value thereof
shall be determined in good faith by or at the direction of the
Trustees;

(b) The value of any security which is listed or dealt in upon the
New York Stock Exchange or upon the American Stock Exchange shall
be determined by taking the latest sale price (or, lacking any
sales, not less than the closing bid price nor more than the
closing asked price therefor) at the time as of which the net
asset value is being determined, all as reported by any report in
common use or authorized by the New York Stock Exchange or the
American Stock Exchange, as the case may be; provided, however,
that prices on such Exchanges need not be used to determine the
value of debt securities owned by the Trust if, in the option of
the Trustees, some other method would more accurately reflect the
fair market value of such debt securities;

(c) The value of any security which is not listed or dealt in on
either of such Exchanges shall be determined in the manner
described in the next preceding paragraph if listed or dealt in
on any other Exchange;

(d) The value of any security not listed or dealt in on any Exchange
and for which market quotations are readily available shall be
determined by taking not less than the closing bid price nor more
than the closing asked price therefor on the date as of which the
net asset value is being determined; and

(e) In the case of any security or other property for which no price
quotations are available as above provided, the value thereof
shall be determined from time to time in such manner as is
specified from time to time by vote of the Trustees.

B. The liabilities of the Trust shall be deemed to Include (i) all bills,
notes and accounts payable, (ii) all administrative expenses payable
and/or accrued, (iii) all contractual obligations for the payment of
money or property, including the amount of any unpaid dividends upon the
Shares, declared to Shareholders of record at or before the time as of
which the net asset value is being determined, (iv) all reserves
authorized or approved by the Trustees for taxes or contingencies, and
(v) all other liabilities of the Trust of whatsoever kind and nature
except liabilities represented by outstanding Shares and capital surplus
of the Trust.

C. For the purposes of the Article XII

(i) Shares sold shall be deemed to become outstanding immediately
after the close of business on the day on which the contract of
sale is made, and the sale price thereof (less commission, if
any, and less any stamp or other tax payable by the Trust in
connection with the issuance thereof shall thereupon be deemed an
asset of the Trust.

(ii) Shares tendered for purchase by the Trust under Section 7.1 of
Article VII of the Declaration shall be deemed to be outstanding
at the close of business on the day as of which the purchase
price is determined, and thereafter they shall be deemed treasury
stock and until paid, the price thereof shall be deemed a
liability of the Trust.

(iii) Credits and contractual obligations payable to the Trust in
foreign currency and liabilities and contractual obligations
payable by the Trust in foreign currency shall be taken at the
current cable rate of exchange as nearly as practicable at the
time as of which the net asset value is computed.

(iv) Portfolio securities owned by the Trust which the Trustees or
their delegate shall, pursuant to Section 7.4 of Article VII of
the Declaration, have selected for distribution in redemption or
repurchase of Shares tendered to it pursuant to Section 7.1 of
Article VII of the Declaration at any time shall be included in
determining the price of such shares, and thereafter neither such
securities nor such Shares shall be included in determinations of
net asset value pursuant to this Article XII.

ARTICLE XII

DIVIDENDS AND DISTRIBUTIONS

Section 1. Limitations on Distributions. The total of distributions to
Shareholders paid in respect of any one fiscal year, subject to the exceptions
noted below, shall, when and as declared by the Trustees be approximately equal
to the sum of

(A) The net income, exclusive of the profits or losses realized upon the
sale of securities or other property, for such fiscal year, determined
in accordance with generally accepted accounting principles (which, if
the Trustees so determine, may be adjusted for net amounts included as
such accrued net income in the price of Shares issued or repurchased),
but if the net income exceeds the amount distributed by less than one
cent per share outstanding at the record date for the final dividend,
the excess shall be treated as distributable income for the following
fiscal year; and

(B) in the discretion of the Trustees, an additional amount which shall not
substantially exceed the excess of profits over losses on sales of
securities or other profits for such fiscal year.

The decision of the Trustees as to what, in accordance with generally
accepted accounting principles, is income and what is principal shall be final,
and except as specifically provided herein the decision of the Trustees as to
what expenses and charges of the Trust shall be charged against principal and
what against income shall be final, all subject to any applicable provisions of
the 1940 Act and rules, regulations and orders of the Commission promulgated
thereunder. For the purposes of the limitation Imposed by this Section l, Shares
issued pursuant to Section 2 of this Article XIII shall be valued at the amount
of cash which the Shareholders would have received 1f they had elected to
receive cash in lieu of such Shares.

Inasmuch as the computation of net income and gains for federal income tax
purposes may vary from the computation thereof on the books, the above
provisions shall be interpreted to give to the Trustees the power in their
discretion to distribute for any fiscal year as ordinary dividends and as
capital gains distributions, respectively, additional amounts sufficient to
enable the Trust to avoid or reduce liability for taxes. Any payment made to
Shareholders pursuant to clause (B) of this Section 1 shall be accompanied by
a written statement showing the source or sources of such payment, and the basis
of computation thereof.

Section 2. Distributions Payable in Cash or Shares. The Trustees shall
have power, to the fullest extent permitted by the laws of the Commonwealth of
Massachusetts but subject to the limitation as to cash distributions Imposed by
Section 1 of this Article XIII, at any time or from time to time to declare and
cause to be paid distributions payable at the election of any Shareholder
(whether exercised before or after the declaration of the distribution) either
in cash or in Shares, provided that the sum of (i) the cash distribution
actually paid to any Shareholder and (ii) the net asset value of the Shares
which that Shareholder elects to receive, in effect at such time at or after the
election as the Trustees may specify, shall not exceed the full amount of cash
to which that Shareholder would be entitled if he elected to receive only cash.
In the case of a distribution payable in cash or Shares at the election of a
Shareholder, the Trustees may prescribe whether a Shareholder, failing to
express his election before a given time shall be deemed to have elected to take
Shares rather than cash, or to take cash rather than Shares, or to take Shares
with cash adjustment for fractions.

Section 3. Stock Dividends. Anything in these By-Laws to the contrary
notwithstanding, the Trustees may at any time declare and distribute pro rata
among the Shareholders a "stock dividend" out of either authorized but unissued
Shares or treasury Shares of the Trust or both.

ARTICLE XIV

AMENDMENTS

These By-Laws, or any of them, may be altered, amended or repealed, or new
By-Laws may be adopted (a) by Majority Shareholder Vote, or (b) by the Trustees,
provided, however, that no By-Law may be amended, adopted or repealed by the
Trustees if such amendment, adoption or repeal requires, pursuant to law, the
Declaration or these By-Laws, a vote of the Shareholders.

<PAGE>
Exhibit 2(b)

VOTED: That Article X, Section 1 of the By-Laws of the Trust be amended, to
read as follows:

SECTION 1. APPOINTMENT AND DUTIES. The Trustees shall at all times employ
a bank or trust company having capital, surplus and undivided profits of at
least $5,000,000 as custodian with authority as its agent, but subject to such
restrictions, limitations and other requirements, if any, as may be contained in
the Declaration and the 1940 Act:

(i) to hold the securities owned by the Trust and deliver the
same upon written order;
(ii) to receive and receipt for any monies due to the Trust and
deposit the same in its own banking department or elsewhere
as the Trustees may direct;
(iii) to disburse such funds upon orders or vouchers;
(iv) if authorized by the Trustees, to keep the books and
accounts of the Trust and furnish clerical and accounting
services; and
(v) if authorized by the Trustees, to compute the net income of
the Trust and the net asset value of Shares;

all upon such basis of compensation as may be agreed upon between the Trustees
and the custodian.

The Trustees may also authorize the custodian to employ one or more
sub-custodians from time to time to perform such of the acts and services of
the custodian and upon such terms and conditions as may be agreed upon
between the custodian and such sub-custodian and approved by the Trustees,
subject to such requirements as may be contained in the Declaration and the
1940 Act.

FURTHER
VOTED: That Article X, Section 4 of the By-Laws be deleted in its entirety.

FURTHER
VOTED: That the officers of the Trust are authorized to file such amendments
with the permanent records of the Trust and in such other places as such
officers shall deem necessary or appropriate.

<PAGE>

Article III, Section 3 of the By-laws has been amended to read in its
entirety as follows:

"Section 3. RECORD DATE. The Trustees may fix a date not more than 60
days prior to the date of any meeting of Shareholders or distribution
or other action as a record date for the purpose of determining the
Shareholders who are entitled to notice of and to vote at such meeting
or any adjournment thereof or to participate in such distribution or
for the purpose of such other action; or without fixing such record
date the Trustees may for any of such purposes from time to time close
the transfer books for such period, not exceeding 30 days as the
Trustees may determine. Where separate meetings are held for
Shareholders of each of the individual series to vote on a matter
required to be voted on by Shareholders of the Trust in the aggregate,
as provided in Article III, Section 1 above, the record date of each
such separate meeting, for purposes of determining the Shareholders
who are entitled to notice of and to vote at such meeting or any
adjournment thereof, shall be determined in the manner described above
in this Section 3."

<PAGE>

Exhibit 6

AMENDED AND RESTATED
DISTRIBUTION AGREEMENT

DISTRIBUTION AGREEMENT, dated as of August 9, 1990, and amended and
restated as of August 19, 1994 by and between LANDMARK INTERNATIONAL EQUITY
FUND, a Massachusetts business trust (the "Trust"), and THE LANDMARK FUNDS
BROKER-DEALER SERVICES, INC., a Massachusetts corporation ("LFBDS" or the
"Distributor") with respect to Shares of Beneficial Interest to be designated
"Class A".

WITNESSETH:

WHEREAS, the Trust is engaged in business as an open-end investment company
registered under the Investment Company Act of 1940 (collectively with the rules
and regulations promulgated thereunder, the "1940 Act");

WHEREAS, the Shares of Beneficial Interest of the Trust may in the future
be divided into one or more separate series (the "Funds");

WHEREAS, the Board of Trustees of the Trust has adopted an Amended and
Restated Distribution Plan, dated as of August 19, 1994 (the "Distribution
Plan"), which is incorporated herein by reference and pursuant to which the
Trust desires to enter into this Distribution Agreement; and

WHEREAS, the Trust wishes to engage LFBDS to provide certain services with
respect to the distribution of shares designated Class A Shares (the "Shares")
of the Trust or any Fund, and LFBDS is willing to provide such services to the
Trust on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:

1. The Trust grants to the Distributor the right, as agent of the Trust,
to sell Shares of the Trust or any Fund upon the terms hereinbelow set
forth during the term of this Agreement. While this Agreement is in force,
the Distributor agrees to use its best efforts to find purchasers for
Shares of the Trust or any Fund.

The Distributor shall have the right, as agent of the Trust, to order
from the Trust the Shares needed, but not more than the Shares needed
(except for clerical errors and errors of transmission), to fill
unconditional orders for Shares of the Trust or any Fund placed with the
Distributor by any dealer, all such orders to be made in the manner set
forth in the Trust's then-current prospectus (the "Prospectus") and
then-current statement of additional information (the "Statement of
Additional Information") relating to such Shares. The price which shall be
paid to the Trust for the Shares of the Trust or any Fund so purchased
shall be the net asset value per Share as determined in accordance with the
provisions of the Trust's Declaration of Trust and By-Laws, as each may
from time to time be amended (collectively, the "Governing Instruments")
plus the amount of the applicable sales charge, as provided in the Trust's
currently effective prospectus relating to the Trust or such Fund. The
Distributor shall notify the Custodian of the Trust, at the end of each
business day, or as soon thereafter as the orders placed with the
Distributor have been compiled, of the number of Shares of the Trust or any
Fund and the prices thereof which have been ordered through the Distributor
since the end of the previous business day.

The right granted to the Distributor to place orders for Shares with
the Trust shall be exclusive, except that this exclusive right shall not
apply to Shares issued in the event that an investment company (whether a
regulated or private investment company or a personal holding company) is
merged with and into or consolidated with the Trust or any Fund or in the
event that the Trust or any Fund acquires, by purchase or otherwise, all
(or substantially all) the assets or the outstanding shares of any such
company; nor shall it apply to Shares issued by the Trust as a dividend or
stock split. The exclusive right to place orders for Shares granted to the
Distributor may be waived by the Distributor by notice to the Trust in
writing, either unconditionally or subject to such conditions and
limitations as may be set forth in such notice to the Trust. The Trust
hereby acknowledges that the Distributor may render distribution and other
services to other parties, including other investment companies. In
connection with its duties hereunder, the Distributor shall also arrange
for computation of performance statistics with respect to the Trust or any
Fund and arrange for publication of current price information in newspapers
and other publications.

2. The Shares may be sold by the Distributor on behalf of the Trust to
or through any dealer having a sales agreement with the Distributor upon
the following terms and conditions:

The public offering price of the Shares, including the Shares of any
Fund, i.e., the price per Share at which the Distributor or dealer
purchasing Shares through the Distributor may sell shares to the public,
shall be the net asset value of such Shares plus the amount of the
applicable sales charge, as provided in the Trust's currently effective
Prospectus relating to the Trust or such Fund. The difference between the
public offering price and net asset value (which amount shall not be in
excess of that set forth in the Prospectus) may be retained by the
Distributor or all or any part thereof may be paid by the Distributor to a
broker-dealer registered as such under the Securities Exchange Act of 1934
in accordance with the Prospectus and the Distribution Plan.

The net asset value of Shares of the Trust or any Fund shall be
determined by the Trust, or by an agent of the Trust, as of the close of
trading on the New York Stock Exchange on each day on which the New York
Stock Exchange is open for trading (and on such other days as the Trustees
deem necessary in order to comply with Rule 22c-1 under the 1940 Act), in
accordance with the method established pursuant to the Governing
Instruments. The Trust shall have the right to suspend the sale of Shares
of the Trust or any Fund if, because of some extraordinary condition, the
New York Stock Exchange shall be closed, or if conditions existing during
the hours when the Exchange is open render such action advisable or for any
other reason deemed adequate by the Trust.

3. The Trust agrees that it will, from time to time, but subject to the
necessary approval, if any, of its shareholders, take all necessary action
to register such number of Shares of the Trust or any Fund under the
Securities Act of 1933, as amended (the "1933 Act"), as the Distributor may
reasonably be expected to sell.

The Distributor shall be an independent contractor and neither the
Distributor nor any of its Directors, officers or employees as such, is or
shall be an employee of the Trust. It is understood that Trustees, officers
and shareholders of the Trust are or may become interested in the
Distributor, as Directors, officers, employees, or otherwise and that
Directors, officers and employees of the Distributor are or may become
similarly interested in the Trust and that the Distributor may be or become
interested in the Trust as a shareholder or otherwise. The Distributor is
responsible for its own conduct and the employment, control and conduct
(but only with respect to the duties and obligations of the Distributor
hereunder) of its agents and employees and for any injury to any of such
agents or employees or to others through its agents or employees. The
Distributor assumes full responsibility for its agents and employees under
applicable statutes and agrees to pay all employer taxes thereunder.

4. The Distributor covenants and agrees that, in selling Shares, it will
use its best efforts in all respects duly to conform with the requirements
of all state and federal laws and the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. relating to the sale of
Shares, and will indemnify and hold harmless the Trust and each of its
Trustees and officers and each person, if any, who controls the Trust
within the meaning of Section 15 of the 1933 Act (the "Indemnified
Parties") against all losses, liabilities, damages or expenses (including
the reasonable cost of investigating or defending any alleged loss,
liability, damages, claim or expense and reasonable counsel fees incurred
in connection therewith) arising from any claim, demand, action or suit
(collectively, "Claims"), arising by reason of any person's acquiring any
of the Shares through the Distributor, which may be based upon the 1933 Act
or any other statute or common law, on account of any wrongful act of the
Distributor or any of its employees (including any failure to conform with
any requirement of any state or federal law or the Rules of Fair Practice
of the National Association of Securities Dealers, Inc. relating to the
sale of Shares) or on the ground that the registration statement under the
1933 Act, including all amendments thereto (the "Registration Statement"),
or Prospectus or previous prospectus or Statement of Additional Information
or previous statement of additional information, with respect to such
Shares, includes or included an untrue statement of a material fact or
omits or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, if and
only if any such act, statement or omission was made in reliance upon
information furnished by the Distributor to the Trust; provided, however,
that in no case (i) is the indemnity of the Distributor in favor of any
Indemnified Party to be deemed to protect any such Indemnified Party
against liability to which such Indemnified Party would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of its or his duties or by reason of its or his reckless
disregard of its or his obligations and duties under this Agreement, or
(ii) is the Distributor to be liable under its indemnity agreement
contained in this Section 4 with respect to any Claim made against any
Indemnified Party unless such Indemnified Party shall have notified the
Distributor in writing within a reasonable time after the summons or other
first legal process giving information of the nature of the Claim shall
have been served upon such Indemnified Party (or after such Indemnified
Party shall have received notice of such service on any designated agent),
but failure to notify the Distributor of any such Claim shall not relieve
it from any liability which it may have to any Indemnified Party otherwise
than on account of its indemnity agreement contained in this Section 4. The
Distributor shall be entitled to participate, at its own expense, in the
defense, or, if it so elects, to assume the defense, of any suit brought to
enforce any such Claim, and, if the Distributor elects to assume the
defense, such defense shall be conducted by counsel chosen by it and
satisfactory to each Indemnified Party. In the event that the Distributor
elects to assume the defense of any such suit and retain such counsel, each
Indemnified Party shall bear the fees and expenses of any additional
counsel retained by it but, in case the Distributor does not elect to
assume the defense of any such suit, it shall reimburse the Indemnified
Parties for the reasonable fees and expenses of any counsel retained by
them. Except with the prior written consent of the Distributor, no
Indemnified Party shall confess any Claim or make any compromise in any
case in which the Distributor will be asked to indemnify such Indemnified
Party. The Distributor agrees promptly to notify the Trust of the
commencement of any litigation or proceeding against it in connection with
the issuance and sale of any of the Shares.

Neither the Distributor nor any dealer nor any other person is
authorized to give any information or to make any representation on behalf
of the Trust in connection with the sale of Shares of the Trust or any
Fund, other than those contained in the Registration Statement or
Prospectus or Statement of Additional Information relating to the Trust or
such Fund.

5. The Trust will pay, or cause to be paid--

(i) all costs and expenses of the Trust, including fees and
disbursements of its counsel, in connection with the preparation and
filing of the Registration Statement, Prospectus and Statement of
Additional Information with respect to Shares of the Trust or any Fund,
and preparing and mailing to shareholders Prospectuses, Statements of
Additional Information, statements and confirmations and periodic
reports (including the expense of setting in type the Registration
Statement, Prospectus and Statement of Additional Information or any
periodic report with respect to Shares of the Trust or any Fund);

(ii) the cost of preparing temporary or permanent certificates for
Shares;

(iii) the cost and expenses of delivering to the Distributor at its
office in Boston, Massachusetts all Shares purchased through it as agent
hereunder;

(iv) a distribution fee periodically at an annual rate not to
exceed 0.10% of the portion of the average daily net assets of the Trust
or any Fund that is represented by Shares for its then-current fiscal
year, subject to the Distribution Plan, and, under certain
circumstances, the Distributor may impose certain deferred sales charges
in connection with the repurchase of Shares of the Trust or any Fund and
the Distributor may retain (or receive from any Fund, as the case may
be) all such deferred sales charges;

(v) all fees and disbursements of the Transfer Agent and Custodian
with respect to any Fund, subject to the Trust's Administrative Services
Plan;

(vi) except in the case of Landmark International Equity Fund, if
the Trust is divided into series, at such time as may be agreed upon by
the Trust and the Distributor, a service fee from the assets of such
Fund to the Distributor at an annual rate not to exceed 0.25% of the
portion of the average daily net assets of the Trust or any Fund that is
represented by Shares that are owned by investors for whom a
broker-dealer who has performed personal services and/or account
maintenance services under a dealer agreement with the Distributor is
the holder or dealer of record, subject to the Distribution Plan; and
the Distributor shall be entitled to be paid any fees payable under this
paragraph (vi) hereof with respect to Shares for which no broker-dealer
of record exists or qualification standards have not been met as partial
consideration for personal services and/or account maintenance services
provided by the Distributor with respect to the Shares;

(vii) a fee to each Shareholder Servicing Agent (pursuant to a
shareholder servicing agreement with each such Agent), subject to the
Trust's Administrative Services Plan;

(viii) a fee to the Administrator of the Trust (pursuant to the
Administrative Services Agreement), subject to the Trust's
Administrative Services Plan; and

(ix) a fee to the investment adviser of the Trust or any Fund, if
any (pursuant to the Investment Advisory Agreement with any such
Adviser).

The Distributor agrees that, with respect to the sale of Shares of
the Trust or any Fund, after the Prospectus and Statement of Additional
Information and periodic reports with respect to the Trust or such Fund
have been set in type, it will bear the expense (other than the cost of
mailing to shareholders of the Trust) of printing and distributing any
copies thereof which are to be used in connection with the offering or sale
of Shares of the Trust or such Fund to any dealer or prospective investor.
The Distributor further agrees that it will bear the expenses of preparing,
printing and distributing any other literature used by the Distributor or
furnished by it for use by any dealer in connection with the offering of
the Shares of the Trust or such Fund for sale to the public and any expense
of sending confirmations and statements to any dealer having a sales
agreement with the Distributor. The Distributor will also bear the cost of
any compensation paid to dealers in connection with the sale of Shares of
the Trust or such Fund. The Distributor also agrees to bear the expenses of
qualification of Shares of the Trust or such Fund for sale in the various
states and, if necessary or advisable in connection therewith, of
qualifying the Trust as a broker or dealer in any such state.

6. If, at any time during the term of this Agreement, the Trust shall
deem it necessary or advisable in the best interests of the Trust that any
amendment of this Agreement be made in order to comply with any
recommendation or requirement of the Securities and Exchange Commission or
other governmental authority or to obtain any advantage under Massachusetts
or federal tax laws, it shall notify the Distributor of the form of
amendment which it deems necessary or advisable and the reasons therefor.
If the Distributor declines to assent to such amendment (after a reasonable
time), the Trust may terminate this Agreement forthwith by written notice
to the Distributor without payment of any penalty. If, at any time during
the term of this Agreement, the Distributor requests the Trust to make any
change in its Governing Instruments or in its methods of doing business
which are necessary in order to comply with any requirement of federal law
or regulations of the Securities and Exchange Commission or of a national
securities association of which the Distributor is or may become a member,
relating to the sale of Shares, and the Trust fails (after a reasonable
time) to make any such change as requested, the Distributor may terminate
this Agreement forthwith by written notice to the Trust without payment of
any penalty.

7. The Distributor agrees that it will not take any long or short
position in the Shares of the Trust or any Fund and that, so far as it can
control the situation, it will prevent any of its Directors or officers
from taking any long or short position in the Shares of the Trust or any
Fund, except as permitted by the Governing Instruments.

8. This Agreement shall become effective upon its execution and shall
continue in force indefinitely unless its continuance thereafter is
specifically approved at least annually (i) by the vote of a majority of
the Trustees of the Trust who are not "interested persons" of the Trust or
of the Distributor at a meeting specifically called for the purpose of
voting on such approval, and (ii) by the Board of Trustees of the Trust, or
by the "vote of a majority of the outstanding voting securities" of the
Shares of the Trust or each Fund as to which this Agreement is to continue.
The aforesaid requirement that continuance of this Agreement be
"specifically approved at least annually" shall be construed in a manner
consistent with the 1940 Act.

This Agreement may be terminated as to the Trust or any Fund at any
time by either party without payment of any penalty on not more than 60
days' nor less than 30 days' written notice to the other party.

This Agreement shall automatically terminate in the event of its
assignment.

9. LFBDS may subcontract for the performance of LFBDS' obligations
hereunder with any one or more persons; provided, however, that LFBDS shall
not enter into any such subcontract unless the Trustees of the Trust shall
have found the subcontracting party to be qualified to perform the
obligations sought to be subcontracted; and provided, further, that, unless
the Trust otherwise expressly agrees in writing, LFBDS shall be as fully
responsible to the Trust for the acts and omissions of any subcontractor as
it would be for its own acts or omissions.

10. The terms "vote of a majority of the outstanding voting securities",
"interested person", "assignment" and "specifically approved at least
annually" shall have the respective meanings specified in, and shall be
construed in a manner consistent with, the 1940 Act, subject, however, to
such exemptions as may be granted by the Securities and Exchange Commission
thereunder, and provided, however, that the term "assignment" shall include
(without limitation) any sale, transfer or conversion of a controlling
interest of any class of voting stock of LFBDS or of any entity which holds
a controlling interest of any class of voting stock of LFBDS or another
such entity.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names on their behalf by the undersigned,
thereunto duly authorized, and their respective seals to be hereto affixed, all
as of the day and year first above written. The undersigned Trustee of the Trust
has executed this Agreement not individually, but as Trustee under the Trust's
Declaration of Trust, dated August 7, 1990, and the obligations of this
Agreement are not binding upon any of the Trustees or shareholders of the Trust
individually, but bind only the Trust estate.

LANDMARK INTERNATIONAL EQUITY FUND THE LANDMARK FUNDS BROKER-
DEALER SERVICES, INC.

By: Philip Coolidge By: Philip Coolidge
-------------------------------- ------------------------------

Title: President Title: Chief Executive Officer
-------------------------------- ------------------------------

<PAGE>

Exhibit 9(a)

AMENDED AND RESTATED
ADMINISTRATIVE SERVICES PLAN

AMENDED AND RESTATED ADMINISTRATIVE SERVICES PLAN, dated as of August 9,
1990 and amended and restated as of February 9, 1996 of Landmark International
Funds, a Massachusetts business trust (the "Trust").

WITNESSETH:

WHEREAS, the Trust is engaged in business as an open-end management
investment company and is registered under the Investment Company Act of 1940
(collectively with the rules and regulations promulgated thereunder, the "1940
Act"); and

WHEREAS, the Shares of Beneficial Interest of the Trust (the "Shares") may
be divided in the future into separate series (the "Funds"); and

WHEREAS, the Trust desires to adopt this Administrative Services Plan (the
"Plan") in order to provide for certain administrative services to the Trust and
holders of Shares of each Fund; and

WHEREAS, the Trust desires to enter into a transfer agency agreement (in
such form as may from time to time be approved by the Board of Trustees of the
Trust) with a financial institution, as transfer agent for the Trust (the
"Transfer Agent"), whereby the Transfer Agent will provide transfer agency
services to the Trust itself or with respect to each Fund, if any (the "Transfer
Agency Agreement"); and

WHEREAS, the Trust desires to enter into a custodian agreement (in such
form as may from time to time be approved by the Board of Trustees of the Trust)
with a financial institution, as custodian for the Trust (the "Custodian"),
whereby the Custodian will provide custodial services to the Trust itself or
with respect to each Fund, if any (the "Custodian Agreement"); and

WHEREAS, the Trust desires to enter into an administrative services
agreement (in such form as may from time to time be approved by the Board of
Trustees of the Trust) with The Landmark Funds Broker-Dealer Services, Inc., a
Massachusetts corporation, as administrator of the Trust (the "Administrator"),
whereby the Administrator will provide certain administrative and management
services to the Trust (the "Administrative Services Agreement"); and

WHEREAS, the Trust also desires to enter into shareholder servicing
agreements (in such form as may from time to time be approved by the Board of
Trustees of the Trust) with certain financial institutions, as shareholder
servicing agents ("Shareholder Servicing Agents"), whereby such Shareholder
Servicing Agent will perform certain administrative and service functions (the
"Shareholder Servicing Agreements"); and

WHEREAS, the Board of Trustees of the Trust, in considering whether the
Trust should adopt and implement this Plan, has evaluated such information as it
deemed necessary to an informed determination as to whether this Plan should be
adopted and implemented and has considered such pertinent factors as it deemed
necessary to form the basis for a decision to use assets of the Trust or of each
Fund, if any, for such purposes, and has determined that there is a reasonable
likelihood that the adoption and implementation of this Plan will benefit the
Trust and each Fund and its shareholders.

NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this Plan
for the Trust, on the following terms and conditions:

1. As specified in the Transfer Agency Agreement, the Transfer Agent
shall perform transfer agency functions for the Trust or each Fund, if
any. The Trust shall pay to the Transfer Agent such compensation from the
assets of the Trust or each Fund, if any, as may from time to time be
agreed to by the Trust and the Transfer Agent.

2. As specified in the Custodian Agreement, the Custodian shall
safeguard and control the cash and securities of the Trust or of each
Fund, if any, handle receipt and delivery of securities for the Trust and
each Fund, if any, determine income and collect interest on the
investments of the Trust and each Fund, if any, maintain books of original
entry for Trust and Fund accounting and other required books and accounts,
calculate the daily net asset value of the Shares including the Shares of
each Fund, if any, and, in general, act as the custodian of the assets of
the Trust, but the Custodian shall have no power to determine the
investment policies of the Trust or to determine which securities the
Trust will buy or sell for itself on behalf of any Fund. The Trust shall
pay to the Custodian such compensation as may from time to time be agreed
to by the Trust and the Custodian.

3. As specified in the Administrative Services Agreement, the
Administrator shall perform certain administrative and management services
on behalf of the Trust, including: providing office space, equipment and
clerical personnel necessary for maintaining the organization of the Trust
and for providing the administrative and management services to be
performed by the Administrator; arranging, if desired by the Trust, for
Directors, officers and employees of the Administrator to serve as
Trustees, officers or agents of the Trust if duly elected or appointed to
such positions and subject to their individual consent and to any
limitations imposed by law; supervising the overall administration of the
Trust, including negotiation of contracts and fees with and the monitoring
of performance and billings of the Trust's Transfer Agent, Shareholder
Servicing Agents, Custodian and other independent contractors or agents;
preparing and, if applicable, filing all documents required for compliance
by the Trust with applicable laws and regulations, including registration
statements, prospectuses, statements of additional information,
semi-annual and annual reports to shareholders, proxy statements and tax
returns; preparation of agendas and supporting documents for minutes of
meetings of Trustees, committees of Trustees and shareholders; arranging
for computation of performance statistics with respect to the Trust and
each Fund, if any, and arranging for publication of current price
information in newspapers and other publications; and arranging for
maintenance of books and records of the Trust and each Fund. As
consideration for services performed under the Administrative Services
Agreement, the Trust shall, subject to paragraph 5 hereof, periodically
pay to the Administrator such fee from the assets of the Trust or each
Fund, if any, as may from time to time be agreed to by the Trust and the
Administrator.

4. As specified in each Shareholder Servicing Agreement, each
Shareholder Servicing Agent shall, with respect to the Trust or one or
more Funds, perform certain administrative and service functions, which
may include, among others: answering customer inquiries or inquiries of
broker/dealers which have entered into sales agreements with the Fund's
Distributor or of banks or other financial institutions which have entered
into agency agreements with a Fund's Distributor (such entities
collectively referred to herein as "Third Party Firms") regarding the
manner in which purchases, exchanges and redemptions of Shares may be
effected, and with regard to certain other matters pertaining to the Trust
or such Fund; assisting customers or Third Party Firms in designating and
changing dividend options, account designations and addresses; providing
necessary personnel and facilities to maintain certain shareholder
accounts and records, as specified from time to time by the Trust;
assisting in processing purchase, exchange and redemption transactions;
assisting in or arranging for the wiring of funds; transmitting and
receiving funds or assisting in connection with customer orders to
purchase, exchange and redeem Shares; verifying and guaranteeing
shareholder signatures in connection with redemption orders and transfers
and changes in shareholder-designated accounts; providing periodic
statements showing a customer's account balances, and to the extent
practicable, integrating such information with other client transactions
effected with or through the Shareholder Servicing Agent; furnishing
monthly and annual statements and confirmations of purchases, exchanges
and redemptions of Shares in a customer's account; transmitting or
assisting in the transmission of proxy statements, annual reports,
updating prospectuses, statements of additional information and other
communications from the Trust to its shareholders or such Fund's
shareholders; and providing such other related services as the Trust, a
Third Party Firm or a shareholder may request. Each Shareholder Servicing
Agreement shall provide that the Shareholder Servicing Agent shall provide
all personnel and facilities necessary in order for it to perform the
functions described in the applicable Shareholder Servicing Agreement with
respect to its customers who purchase Shares or the services it has agreed
to provide to Third Party Firms, as applicable. As consideration for
services performed under the Shareholder Servicing Agreements, the Trust
shall, subject to paragraph 5 hereof, periodically pay to each Shareholder
Servicing Agent such fee from the assets of the Trust or each such Fund,
if any, as may from time to time be agreed to by the Trust and such
Shareholder Servicing Agent. Each Shareholder Servicing Agent will be
permitted to charge its customers direct fees for the same or similar
services as provided pursuant to a Shareholder Servicing Agreement.

5. Notwithstanding paragraphs 3 and 4 hereof, the aggregate of the
fee payable from the Trust or a Fund, if any, to the Administrator
pursuant to the Administrative Services Agreement, the fees payable from
the Trust or such Fund, if any, to the Shareholder Servicing Agents
pursuant to the Shareholder Servicing Agreements and the Basic
Distribution Fees (as defined in the Trust's Distribution Plan) payable
from the Trust or such Fund, if any, to the Distributor pursuant to the
Trust's Distribution Plan may not exceed an amount equal to .65% of the
Trust's or such Fund's average daily net assets on an annualized basis for
the Trust's or such Fund's then current fiscal year.

6. Nothing herein contained shall be deemed to require the Trust to
take any action contrary to its Declaration of Trust or By-Laws or any
applicable statutory or regulatory requirement to which it is subject or
by which it is bound, or to relieve or deprive the Board of Trustees of
the Trust of the responsibility for and control of the conduct of the
affairs of the Trust.

7. This Plan shall become effective upon (a) approval by a vote of
at least a "majority of the outstanding voting securities" of the Trust or
each Fund, if any, and (b) approval by a vote of the Board of Trustees of
the Trust and vote of 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 Plan or in any of the agreements related
to the Plan (the "Qualified Trustees"), such votes to be cast in person at
a meeting called for the purpose of voting on this Plan.

8. This Plan shall continue in effect indefinitely, provided that
such continuance is subject to annual approval by a vote of the Board of
Trustees of the Trust and a majority of the Qualified Trustees, such votes
to be cast in person at a meeting called for the purpose of voting on
continuance of this Plan. If such annual approval is not obtained, this
Plan shall expire on the later to occur of [DATE], or the date which is 15
months after the date of the last approval.

9. This Plan may be amended at any time by the Board of Trustees of
the Trust, provided that (a) any amendment to increase materially the
amount to be expended from the assets of the Trust or of any Fund for the
services described herein shall be effective only upon approval by a vote
of a "majority of the outstanding voting securities" of the Trust or such
Fund, and (b) any material amendment of this Plan shall be effective only
upon approval by a vote of the Board of Trustees of the Trust and a
majority of the Qualified Trustees, such votes to be cast in person at a
meeting called for the purpose of voting on such amendment. This Plan may
be terminated at any time with respect to the Trust or any Fund by vote of
a majority of the Qualified Trustees or by a vote of a "majority of the
outstanding voting securities" of the Trust or such Fund.

10. The Treasurer of the Trust shall provide the Board of Trustees
of the Trust, and the Board of Trustees of the Trust shall review, at
least quarterly, a written report of the amounts expended under the Plan
and the purposes for which such expenditures were made.

11. While this Plan is in effect, the selection and nomination of
Qualified Trustees shall be committed to the discretion of the Trustees
who are not "interested persons" of the Trust.

12. For the purposes of this Plan, the terms "interested person" and
"majority of the outstanding voting securities" are used as defined in the
1940 Act. In addition, for purposes of determining the fees payable to the
Administrator and each Shareholder Servicing Agent, the value of the
Trust's or Fund's net assets shall be computed in the manner specified in
the Trust's then-current prospectus and statement of additional
information applicable to the Trust or that Fund for the computation of
the net asset value applicable to the Shares, including those of that
Fund.

13. The Trust or Fund, if any, shall preserve copies of this Plan,
and each agreement related hereto and each report referred to in paragraph
10 hereof (collectively the "Records"), for a period of six years from the
end of the fiscal year in which such Record was made and each such Record
shall be kept in an easily accessible place for the first two years of
said record-keeping.

14. This Plan shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and the applicable provisions of the 1940
Act.

15. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.

<PAGE>

Exhibit 9(b)

ADMINISTRATIVE SERVICES

AGREEMENT

ADMINISTRATIVE SERVICES AGREEMENT, dated as of April 15, 1993, by and
between Landmark International Equity Fund a Massachusetts business trust (the
"Trust"), and THE LANDMARK FUNDS BROKER-DEALER SERVICES, INC., a Massachusetts
corporation ("LFBDS" or the "Administrator").

WITNESSETH:

WHEREAS, the Shares of Beneficial Interest of the Trust (the "Shares") may
be divided in the future into one or more separate series (the "Funds");

WHEREAS, the Board of Trustees of the Trust has adopted an Administrative
Services Plan, dated as of August 9, 1990 (as amended and in effect from time to
time, the "Plan"), which is incorporated herein by reference and pursuant to
which the Trust desires to enter into this Administrative Services Agreement;
and

WHEREAS, the Trust wishes to engage LFBDS to provide certain administrative
and management services, and LFBDS is willing to provide such administrative and
management services to the Trust, on the terms and conditions hereinafter set
forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:

1. Duties of the Administrator. Subject to the direction and control of
the Board of Trustees of the Trust, the Administrator shall perform such
administrative and management services as may from time to time be
reasonably requested by the Trust, which shall include without limitation:
(a) providing office space, equipment and clerical personnel necessary for
maintaining the organization of the Trust and for performing the
administrative and management functions herein set forth; (b) arranging, if
desired by the Trust, for Directors, officers and employees of the
Administrator to serve as Trustees, officers or agents of the Trust if duly
elected or appointed to such positions and subject to their individual
consent and to any limitations imposed by law; (c) supervising the overall
administration of the Trust, including negotiation of contracts and fees
with and the monitoring of performance and billings of the Trust's transfer
agent, shareholder servicing agents, custodian and other independent
contractors or agents; (d) preparing and, if applicable, filing all
documents required for compliance by the Trust with applicable laws and
regulations, including registration statements, prospectuses and statements
of additional information, semi-annual and annual reports to shareholders,
proxy statements and tax returns; (e) preparation of agendas and supporting
documents for and minutes of meetings of Trustees, committees of Trustees
and shareholders; and (f) arranging for maintenance of books and records of
the Trust. Notwithstanding the foregoing, the Administrator shall not be
deemed to have assumed any duties with respect to, and shall not be
responsible for, the management of the Trust's assets or the rendering of
investment advice and supervision with respect thereto or the distribution
of the Shares, nor shall the Administrator be deemed to have assumed or
have any responsibility with respect to functions specifically assumed by
any transfer agent, custodian or shareholder servicing agent of the Trust.

2. Allocation of Charges and Expenses. LFBDS shall pay the entire
salaries and wages of all of the Trust's Trustees, officers and agents who
devote part or all of their time to the affairs of LFBDS or its affiliates,
and the wages and salaries of such persons shall not be deemed to be
expenses incurred by the Trust for purposes of this Section 2. Except as
provided in the foregoing sentence, the Trust will pay all of its own
expenses including, without limitation, compensation of Trustees not
affiliated with the Administrator; governmental fees; interest charges;
taxes; membership dues in the Investment Company Institute allocable to the
Trust; fees and expenses of the Trust's investment adviser or advisers;
fees and expenses of independent auditors, of legal counsel and of any
transfer agent, distributor, shareholder servicing agent, registrar or
dividend disbursing agent of the Trust; expenses of distributing and
redeeming Shares and servicing shareholder accounts; expenses of preparing,
printing and mailing prospectuses and statements of additional information,
reports, notices, proxy statements and reports to shareholders and
governmental officers and commissions; expenses connected with the
execution, recording and settlement of portfolio security transactions;
insurance premiums; fees and expenses of the Trust's custodian for all
services to the Trust, including safekeeping of funds and securities and
maintaining required books and accounts; expenses of calculating the net
asset value of shares of the Trust; expenses of shareholder meetings; and
expenses relating to the issuance, registration and qualification of shares
of the Trust.

3. Compensation of Administrator. Subject to paragraph 5 of the Plan,
for the services to be rendered and the facilities to be provided by the
Administrator hereunder, the Trust shall pay to the Administrator an
administrative fee from the assets of the Trust or of each Fund, if any, as
may be agreed to from time to time by the Trust and the Administrator. If
LFBDS serves as Administrator for less than the whole of any period
specified in this Section 3, the compensation to LFBDS, as Administrator,
shall be prorated. For purposes of computing the fees payable to the
Administrator hereunder, the value of the net assets of the Trust or of any
Fund shall be computed in the manner specified in the Trust's then-current
prospectus and statement of additional information.

4. "Landmark Funds" Name. The Trust hereby acknowledges that any and all
rights in or to the names "Landmark" and "Landmark Funds" which exist on
the date of this Agreement or which may arise hereafter are, and under any
and all circumstances shall continue to be, the sole property of LFBDS;
that LFBDS may assign any or all of such rights to another party or parties
without the consent of the Trust; and that LFBDS may permit other parties,
including other investment companies, to use the word "Landmark" or the
words "Landmark Funds" in their names. If LFBDS, or its assignee as the
case may be, ceases to serve as the Administrator of the Trust, the Trust
hereby agrees to take promptly any and all actions which are necessary or
desirable to change its name so as to delete the word "Landmark" or the
words "Landmark Funds".

5. Limitation of Liability of the Administrator. The Administrator shall
not 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 or the
performance of its duties hereunder, except for wilful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason of
the reckless disregard of its obligations and duties hereunder. As used in
this Section 5, the term "Administrator" shall include LFBDS and/or any of
its affiliates and the Directors, officers and employees of LFBDS and/or
any of its affiliates.

6. Activities of the Administrator. The services of the Administrator to
the Trust are not to be deemed to be exclusive, LFBDS being free to render
administrative and/or other services to other parties. It is understood
that Trustees, officers, and shareholders of the Trust are or may become
interested in the Administrator and/or any of its affiliates, as Directors,
officers, employees, or otherwise, and that Directors, officers and
employees of the Administrator and/or any of its affiliates are or may
become similarly interested in the Trust and that the Administrator and/or
any of its affiliates may be or become interested in the Trust as a
shareholder or otherwise.

7. Subcontracting by LFBDS. LFBDS may subcontract for the performance of
LFBDS' obligations hereunder with any one or more persons; provided,
however, that LFBDS shall not enter into any such subcontract unless the
Trustees of the Trust shall have found the subcontracting party to be
qualified to perform the obligations sought to be subcontracted; and
provided, further, that, unless the Trust otherwise expressly agrees in
writing, LFBDS shall be as fully responsible to the Trust for the acts and
omissions of any subcontractor as it would be for its own acts or
omissions.

8. Duration and Termination of this Agreement. This Agreement shall
become effective as of the day and year first above written and shall
govern the relations between the parties hereto thereafter, and shall
remain in force until [DATE] on which date it will terminate unless its
continuance after [DATE] is "specifically approved at least annually" (a)
by the vote of a majority of the Board of Trustees of the Trust who are not
"interested persons" of the Trust or of the Administrator at a meeting
specifically called for the purpose of voting on such approval, and (b) by
the Board of Trustees of the Trust or by the "vote of a majority of the
outstanding voting securities" of the Trust or each Fund, if any, as to
which this Agreement is to continue, and provided, however, that the term
"assignment" shall include (without limitation) any sale, transfer or
conversion of a controlling interest of any class of voting stock of LFBDS
or of any entity which holds a controlling interest of any class of voting
stock of LFBDS or another such entity.

This Agreement may be terminated as to the Trust or any Fund at any time,
without the payment of any penalty, by the Board of Trustees of the Trust or by
the "vote of a majority of the outstanding voting securities" of such Trust or
Fund, or by the Administrator, in each case on not more than 60 days' nor less
than 30 days' written notice to the other party. This Agreement shall
automatically terminate in the event of its "assignment".

The terms "specifically approved at least annually", "vote of a majority of
the outstanding voting securities", "assignment", and "interested persons", when
used in this Agreement, shall have the respective meanings specified in, and
shall be construed in a manner consistent with, the 1940 Act, subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
under said Act.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
"hereunto duly authorized, all as of the day and year first above written. The
undersigned Trustee or officer of the Trust has executed this Agreement not
individually, but as Trustee or officer under the Trust's Declaration of Trust,
dated August 7, 1990, as amended, and the obligations of this Agreement are not
binding upon any of the Trustees, officers or shareholders of the Trust
individually, but bind only the Trust estate.

LANDMARK INTERNATIONAL THE LANDMARK FUNDS BROKER-
EQUITY FUND DEALER SERVICES, INC.

By: Philip Coolidge By Philip Coolidge
----------------------------- -------------------------

Title: President Title: Chief Executive Officer
----------------------------- -------------------------

<PAGE>

Exhibit 9(c)

SUB-ADMINISTRATIVE SERVICES AGREEMENT

SUB ADMINISTRATIVE SERVICES AGREEMENT, dated as of August 9, 1990 by and
between THE LANDMARK FUNDS BROKER-DEALER SERVICES, INC., a Massachusetts
corporation ("LFBDS" or the "Administrator"), and CITIBANK, N.A., a national
banking association ("Citibank" or the "Sub-Administrator").

WITNESSETH:

WHEREAS, LFBDS has entered into an Administrative Services Agreement as
amended (the "Administrative Agreement") with Landmark International Equity Fund
(the "Trust"); and

WHEREAS, as permitted by Section 7 of the Administrative Agreement, as
amended, Citibank desires to subcontract some or all of the performance of the
Administrator's obligations thereunder to Citibank, and Citibank desires to
accept such obligations; and

WHEREAS, LFBDS wishes to engage Citibank to provide certain administrative
services on the terms and conditions hereinafter set forth, so long as the
Trustees of the Trust shall have found Citibank to be qualified to perform the
obligations sought to be subcontracted.

NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:

1. Duties of the Sub-Administrator. The Sub-Administrator shall perform
such administrative and management services as may from time to time be
agreed to between the Administrator and the Sub-Administrator so long as
the Trustees of the Trust shall have found the Sub-Administrator to be
qualified to perform the obligations sought to be subcontracted, which
may include (a) providing office space, equipment and clerical personnel
necessary for maintaining the organization of the Trust and for
performing the administrative functions herein set forth; (b)
participation in the preparation of documents required for compliance by
the Trust with applicable laws and regulations, including registration
statements, prospectuses, semi-annual and annual reports to
shareholders, proxy statements and tax returns; (c) preparation of
agendas and supporting documents for and minutes of meetings of the
Trustees, Committees of Trustees and shareholders; (d) arranging for
maintenance of books and records of the Trust; and (e) any other
functions or obligations permitted to or required by the Administrator.
Notwithstanding the foregoing, the Sub-Administrator under this
Agreement shall not be deemed to have assumed any duties with respect
to, and shall not be responsible for, the management of the Trust, or
the distribution of Shares of Beneficial Interest of the Trust
("Shares"), nor shall the Sub-Administrator be deemed to have assumed or
have any responsibility with respect to functions specifically assumed
by any transfer agent, custodian or shareholder servicing agent of the
Trust.

2. Compensation of the Sub-Administrator. For the services to be rendered
and the facilities to be provided by the Sub-Administrator hereunder,
the Sub-Administrator shall be paid an administrative fee as may from
time to time be agreed to between the Administrator and the
Sub-Administrator.

3. Additional Terms and Conditions. The parties may amend this agreement
and include such other terms and conditions as may from time to time be
agreed to between the Administrator and the Sub-Administrator, so long
as the Trustees of the Trust shall have found the subcontracting party
to be qualified to perform the obligations sought to be subcontracted.
<PAGE>

THE LANDMARK FUNDS BROKER-DEALER SERVICES, INC.

By: /s/ Philip Coolidge
--------------------------------

Title: Chief Executive Officer

--------------------------------
CITIBANK, N.A.

By: /s/ Robert P. Wallace
--------------------------------

Title: Vice President
--------------------------------

<PAGE>

EXHIBIT NO. 9(d)(i)

FORM OF

SHAREHOLDER SERVICING AGREEMENT

THIS AGREEMENT, by and between: (i) each of the trusts listed on the
signature page hereof or which may be added to this Agreement by execution of a
counterpart signature page hereto at a subsequent date pursuant to a vote of
such trust's Trustees (individually, the "Trust") and (ii) each national banking
association or subsidiary thereof or state chartered banking association
(individually, the "Financial Institution") listed on the signature page hereof
or which may be added to this Agreement by execution of a counterpart signature
page hereto at a subsequent date pursuant to appropriate authorization by such
Financial Institution's officers and directors, as a shareholder servicing agent
hereunder (the "Agent");

WITNESSETH:

WHEREAS, all transactions in Shares of Beneficial Interest of the Trust
or of any series now existing or later created of the Trust ("Shares") may be
made only by investors who are customers of, and using the services of, a
financial institution as defined in the then-current prospectus of the Trust,
which has entered into a shareholder servicing agreement with the Trust; and

WHEREAS, the Financial Institution wishes to make it possible for its
customers (the "Customers") to purchase Shares and wishes to act as the
Customers' agent in performing certain administrative functions in connection
with purchases, exchanges and redemptions of Shares from time to time upon the
order and for the account of Customers and to provide related services to its
Customers in connection with their investments in the Trust; and

WHEREAS, it is in the interest of the Trust to make the services of the
Agent available to Customers who are or may become shareholders of the Trust;

NOW, THEREFORE, the Trust and the Financial Institution hereby agree as
follows:

1. APPOINTMENT. The Financial Institution, as Agent, hereby agrees
to perform certain services for Customers as hereinafter set forth. The
Agent's appointment hereunder is non-exclusive, and the parties
recognize and agree that, from time to time, the Trust may enter into
other shareholder servicing agreements, in writing, with other
financial institutions.

2. SERVICE TO BE PERFORMED.

2.1 Type of Service. The Agent shall be responsible for
performing shareholder account administrative and servicing functions,
which shall include without limitation: (a) answering Customer
inquiries regarding account status and history, the manner in which
purchases, exchanges and redemptions of the Shares may be effected, and
certain other matters pertaining to the Trust; (b) assisting Customers
in designating and changing dividend options, account designations and
addresses; (c) providing necessary personnel and facilities to
establish and maintain certain shareholder accounts and records, as may
reasonably be requested from time to time by the Trust; (d) assisting
in processing purchases, exchange and redemption transactions; (e)
arranging for the wiring of funds; (f) transmitting and receiving funds
in connection with Customer orders to purchase, exchange or redeem
Shares; (g) verifying and guaranteeing Customer signatures in
connection with redemption orders, transfers among and changes in
Customer-designated accounts; (h) providing periodic statements showing
a Customer's account balances and, to the extent practicable,
integration of such information with information concerning other
client transactions otherwise effected with or through the Financial
Institution; (i) furnishing on behalf of the Trust's distributor
(either separately or on an integrated basis with other reports sent to
a Customer by the Agent) periodic statements and confirmations of all
purchases, exchanges and redemptions of Shares in a Customer's account
required by applicable federal or state law, all such confirmations and
statements to conform to Rule 10b-10 under the Securities Exchange Act
of 1934 and other applicable federal or state law; (j) transmitting
proxy statements, annual reports, updating prospectuses and other
communications from the Trust to Customers; (k) receiving, tabulating
and transmitting to the Trust proxies executed by Customers with
respect to annual and special meetings of shareholders of the Trust;
(l) providing reports (at least monthly, but more frequently if so
requested by the Trust's distributor) containing state-by-state
listings of the principal residences of the beneficial owners of the
Shares; and (m) providing such other related services as the Trust or a
Customer may reasonably request. The Agent shall provide all personnel
and facilities to perform the functions described in this paragraph
with respect to its Customers.

2.2 Standard of Services. All services to be rendered by the Agent
hereunder shall be performed in a professional, competent and timely
manner. The details of the operating standards and procedures to be
followed by the Agent in performance of the services described above
shall be determined from time to time by agreement between the Agent
and the Trust. The Trust acknowledges that the Agent's ability to
perform on a timely basis certain of its obligations under this
Agreement depends upon the Trust's timely delivery of certain materials
and/or information to the Agent. The Trust agrees to use its best
efforts to provide such materials to the Agent in a timely manner.

3. FEES.

3.1 Fees from the Trust. In consideration for the services
described in Section 2 hereof and the incurring of expenses in
connection therewith, the Agent shall receive fees to be paid in
arrears periodically (but in no event less frequently than
semi-annually) determined by agreement between the Trust and the Agent.
For purposes of determining the fees payable to the Agent hereunder,
the value of the Trust's net assets shall be computed in the manner
specified in the Trust's then-current prospectus for computation of the
net asset value of the Trust's Shares. The above fees constitute all
fees to be paid to the Agent by the Trust with respect to the
transactions contemplated hereby.

3.2 Fees from Customers. It is agreed that the Financial
Institution may impose certain conditions on Customers, in addition to
or different from those imposed by the Trust, such as requiring a
minimum initial investment or charging Customers direct fees for the
same or similar services as are provided hereunder by the Financial
Institution as Agent (which fees may either relate specifically to the
Financial Institution's services with respect to the Trust or generally
cover services not limited to those with respect to the Trust). The
Financial Institution shall bill Customers directly for such fees. In
the event the Financial Institution charges Customers such fees, it
shall notify the Trust in advance and make appropriate prior written
disclosure (such disclosure to be in accordance with all applicable
laws) to Customers of any such fees charged to the Customer. To the
extent required by applicable rules and regulations of the Securities
and Exchange Commission, the Trust shall make written disclosure of the
fees paid or to be paid to the Agent pursuant to Section 3.1 of this
Agreement. It is understood, however, that in no event shall the
Financial Institution have recourse or access as Agent or otherwise to
the account of any shareholder of the Trust except to the extent
expressly authorized by law or by such shareholder, or to any assets of
the Trust, for payment of any direct fees referred to in this Section
3.2.

4. INFORMATION PERTAINING TO THE SHARES. The Agent and its
officers, employees and agents are not authorized to make any
representations concerning the Trust or the Shares to Customers or
prospective Customers, excepting only accurate communication of any
information provided by or on behalf of any administrator of the Trust
or any distributor of the Shares or any factual information contained
in the then-current prospectus relating to the Trust or to any series
of the Trust. In furnishing such information regarding the Trust or the
Shares, the Agent shall act as agent for the Customer only and shall
have no authority to act as agent for the Trust. Advance copies or
proofs of all materials which are generally circulated or disseminated
by the Agent to Customers or prospective Customers which identify or
describe the Trust shall be provided to the Trust at least 10 days
prior to such circulation or dissemination (unless the Trust consents
in writing to a shorter period), and such materials shall not be
circulated or disseminated or further circulated or disseminated at any
time after the Trust shall have given written notice within such 10 day
period to the Agent of any objection thereto.

Nothing in this Section 4 shall be construed to make the
Trust liable for the use (as opposed to the accuracy) of any
information about the Trust which is disseminated by the Agent.

5. USE OF THE AGENT'S NAME. The Trust shall not use the name of
the Agent, (the Financial Institution or any of its affiliates or
subsidiaries) in any prospectus, sales literature or other material
relating to the Trust in a manner not approved by the Agent prior
thereto in writing; provided, however, that the approval of the Agent
shall not be required for any use of its name which merely refers in
accurate and factual terms to its appointment hereunder or which is
required by the Securities and Exchange Commission or any state
securities authority or any other appropriate regulatory, governmental
or judicial authority; provided, further, that in no event shall such
approval be unreasonably withheld or delayed.

6. USE OF THE TRUST'S NAME. The Agent shall not use the name of
the Trust on any checks, bank drafts, bank statements or forms for
other than internal use in a manner not approved by the Trust prior
thereto in writing; provided, however, that the approval of the Trust
shall not be required for the use of the Trust's name in connection
with communications permitted by Section 4 hereof or (subject to
Section 4, to the extent the same may be applicable) for any use of the
Trust's name which merely refers in accurate and factual terms to the
Trust in connection with the Agent's role hereunder or which is
required by the Securities and Exchange Commission or any state
securities authority or any other appropriate regulatory, governmental
or judicial authority; provided, further, that in no event shall such
approval be unreasonably withheld or delayed.

7. SECURITY. The Agent represents and warrants that to the best
of its knowledge, the various procedures and systems which it has
implemented (including provision for twenty-four hours a day restricted
access) with regard to safeguarding from loss or damage attributable to
fire, theft or any other cause the Trust's records and other data and
the Agent's records, data, equipment, facilities and other property
used in the performance of its obligations hereunder are adequate and
that it will make such changes therein from time to time as in its
judgment are required for the secure performance of its obligations
hereunder. The parties shall review such systems and procedures on a
periodic basis, and the Trust shall from time to time specify the types
of records and other data of the Trust to be safeguarded in accordance
with this Section 7.

8. COMPLIANCE WITH LAWS. The Agent shall comply with all
applicable federal and state laws and regulations, including securities
laws. The Agent represents and warrants to the Trust that the
performance of all its obligations hereunder will comply with all
applicable laws and regulations, the provisions of its charter
documents and by-laws and all material contractual obligations binding
upon the Agent. The Agent furthermore undertakes that it will promptly,
after the Agent becomes so aware, inform the Trust of any change in
applicable laws or regulations (or interpretations thereof) or in its
charter or by-laws or material contracts which would prevent or impair
full performance of any of its obligations hereunder.

9. REPORTS. To the extent requested by the Trust from time to
time, the Agent agrees that it will provide the Treasurer of the Trust
with a written report of the amounts expended by the Agent pursuant to
this Agreement and the purposes for which such expenditures were made.
Such written reports shall be in a form satisfactory to the Trust and
shall supply all information necessary for the Trust to discharge its
responsibilities under applicable laws and regulations.

10. RECORD KEEPING.

10.1 Section 31(a). The Agent shall maintain records in a form
reasonably acceptable to the Trust and in compliance with applicable
laws and the rules and regulations of the Securities and Exchange
Commission, including but not limited to the record-keeping
requirements of Section 31(a) of the Investment Company Act of 1940, as
amended (the "1940 Act") and the rules thereunder. Such records shall
be deemed to be the property of the Trust and will be made available,
at the Trust's request, for inspection and use by the Trust,
representatives of the Trust and governmental authorities. The Agent
agrees that, for so long as it retains any records of the Trust, it
will meet all reporting requirements pursuant to the 1940 Act and
applicable to the Agent with respect to such records.

10.2 Rules 17a-3 and 17a-4. The Agent shall maintain accurate
and complete records with respect to services performed by the Agent in
connection with the purchase and redemption of Shares. Such records
shall be maintained in form reasonably acceptable to the Trust and in
compliance with the requirements of Rules 17a-3 and 17a-4 under the
Securities Exchange Act of 1934, as amended, pursuant to which any
dealer of the Shares must maintain certain records. All such records
maintained by the Agent shall be the property of such dealer and will
be made available for inspection and use by the Trust or such dealer
upon the request of either. The Agent shall file with the Securities
and Exchange Commission and other appropriate governmental authorities,
and furnish to the Trust and any such dealer copies of, all reports and
undertakings as may be reasonably requested by the Trust or such dealer
in order to comply with the said rules. If so requested by any such
dealer, the Agent shall confirm to such dealer its obligations under
this Section 10.2 by a writing reasonably satisfactory to such dealer.

10.3 Identification, Etc. of Records. The Trust shall from
time to time instruct the Agent in writing as to, and the Trust and the
Agent shall periodically review, the records to be maintained and the
procedures to be followed by the Agent in complying with the foregoing
Sections 10.1 and 10.2 and Section 8 to the extent it relates to
record-keeping required under federal securities laws and regulations.
Notwithstanding the provisions of Section 8, the Agent shall be
entitled to rely on such instructions.

10.4 Transfer of Customer Data. In the event this Agreement is
terminated or a successor to the Agent is appointed, the Agent shall,
at the expense of the Trust, transfer to such designee as the Trust may
direct a certified list of the shareholders of the Trust serviced by
the Agent (with name, address and tax identification or Social Security
number, if any), a complete record of the account of each such
shareholder and the status thereof, and all other relevant books,
records, correspondence, and other data established or maintained by
the Agent under this Agreement. In the event this Agreement is
terminated, the Agent will use its best efforts to cooperate in the
orderly transfer of such duties and responsibilities, including
assistance in the establishment of books, records and other data by the
successor.

10.5 Survival of Record-Keeping Obligations. The
record-keeping obligations imposed in this Section 10 shall survive the
termination of this Agreement for a period of three years.

10.6 Obligations Pursuant to Agreement Only. Nothing in this
Section 10 shall be construed to mean that the Agent would, by virtue
of its role hereunder, be required under applicable law to maintain the
records required to be maintained by it under this Section 10, but it
is understood that the Agent has agreed to do so in order to enable the
Trust and its dealer or dealers to comply with laws and regulations
applicable to them.

10.7 Agent's Rights to Copy Records. Anything in this Section
10 to the contrary notwithstanding, except to the extent otherwise
prohibited by law, the Agent shall have the right to copy, maintain and
use any records maintained by the Agent pursuant to this Section 10,
except as otherwise prohibited by Sections 4 and 6 hereof.

11. FORCE MAJEURE. The Agent shall not be liable or
responsible for delays or errors by reason of circumstances beyond its
reasonable control, including, but not limited to, acts of civil or
military authority, national emergencies, labor difficulties, fire,
mechanical breakdown, flood or catastrophe, Acts of God, insurrection,
war, riots or failure of communication or power supply.

12. INDEMNIFICATION.

12.1 Indemnification of the Agent. The Trust will indemnify
and hold the Agent harmless from all losses, claims, damages,
liabilities or expenses (including reasonable counsel fees and
expenses) from any claim, demand, action or suit (collectively,
"Claims") (a) arising in connection with misstatements or omissions in
the Trust's Prospectus, actions or inactions by the Trust or any of its
agents or contractors or the performance of the Agent's obligations
hereunder and (b) not resulting from (i) the bad faith or negligence of
the Agent, its officers, employees or agents, (ii) any breach of
applicable law by the Agent, its officers, employees or agents, (iii)
any action of the Agent, its officers, employees or agents which
exceeds the legal authority of the Agent or its authority hereunder, or
(iv) any error or omission of the Agent, its officers, employees or
agents with respect to the purchase, redemption and transfer of
Customers' Shares or the Agent's verification or guarantee of any
Customer signature. Notwithstanding anything herein to the contrary,
the Trust will indemnify and hold the Agent harmless from any and all
losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from any Claim as a result of its
acting in accordance with any written instructions reasonably believed
by the Agent to have been executed by any person duly authorized by the
Trust, or as a result of acting in reliance upon any instrument or
stock certificate reasonably believed by the Agent to have been genuine
and signed, countersigned or executed by a person duly authorized by
the Trust, excepting only the gross negligence or bad faith of the
Agent.

In any case in which the Trust may be asked to indemnify or
hold the Agent harmless, the Trust shall be advised of all pertinent
facts concerning the situation in question and the Agent shall use
reasonable care to identify and notify the Trust promptly concerning
any situation which presents or appears likely to present a claim for
indemnification against the Trust. The Trust shall have the option to
defend the Agent against any Claim which may be the subject of
indemnification hereunder. In the event that the Trust elects to defend
against such Claim, the defense shall be conducted by counsel chosen by
the Trust and satisfactory to the Agent. The Agent may retain
additional counsel at its expense. Except with the prior written
consent of the Trust, the Agent shall not confess any Claim or make any
compromise in any case in which the Trust will be asked to indemnify
the Agent.

12.2 Indemnification of the Trust. Without limiting the rights
of the Trust under applicable law, the Agent will indemnify and hold
the Trust harmless from all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses) from any
Claim (a) resulting from (i) the bad faith or negligence of the Agent,
its officers, employees or agents, (ii) any breach of applicable law by
the Agent, its officers, employees or agents, (iii) any action of the
Agent, its officers, employees or agents which exceeds the legal
authority of the Agent or its authority hereunder, or (iv) any error or
omission of the Agent, its officers, employees or agents with respect
to the purchase, redemption and transfer of Customers' Shares or the
Agent's verification or guarantee of any Customer signature, and (b)
not resulting from the Agent's actions in accordance with written
instructions reasonably believed by the Agent to have been executed by
any person duly authorized by the Trust, or in reliance upon any
instrument or stock certificate reasonably believed by the Agent to
have been genuine and signed, countersigned or executed by a person
duly authorized by the Trust.

In any case in which the Agent may be asked to indemnify or hold
the Trust harmless, the Agent shall be advised of all pertinent facts
concerning the situation in question and the Trust shall use reasonable
care to identify and notify the Agent promptly concerning any situation
which presents or appears likely to present a claim for indemnification
against the Agent. The Agent shall have the option to defend the Trust
against any Claim which may be the subject of indemnification
hereunder. In the event that the Agent elects to defend against such
Claim, the defense shall be conducted by counsel chosen by the Agent
and satisfactory to the Trust. The Trust may retain additional counsel
at its expense. Except with the prior written consent of the Agent, the
Trust shall not confess any Claim or make any compromise in any case in
which the Agent will be asked to indemnify the Trust.

12.3 Survival of Indemnities. The indemnities granted by the
parties in this Section 12 shall survive the termination of this
Agreement.

13. NOTICES. All notices or other communications hereunder to
either party shall be in writing and shall be deemed sufficient if
mailed to such party at the address of such party set forth in the
preamble of this Agreement or at such other address as such party may
have designated by written notice to the other.

14. FURTHER ASSURANCES. Each party agrees to perform such
further acts and execute such further documents as are necessary to
effectuate the purposes hereof.

15. TERMINATION. This Agreement may be terminated by the
Trust, without the payment of any penalty, at any time upon not more
than 60 days' nor less than 30 days' notice, by a vote of a majority of
the Board of Trustees of the Trust who are not "interested persons" of
the Trust (as defined in the 1940 Act) and have no direct or indirect
financial interest in the operation of the Administrative Services Plan
(the "Plan"), to which this Agreement is related, this Agreement or any
other agreement related to such Plan, or by "a vote of a majority of
the outstanding voting securities" (as defined in the 1940 Act) of the
Trust. The Agent may terminate this Agreement upon not more than 60
days' nor less than 30 days' notice to the Trust. The period of prior
notice of termination shall be reduced to the extent necessary to
comply with the effective date of any change in applicable laws or
regulations (or interpretations thereof) which prevents or impairs full
performance of the obligations set forth herein. Provided, however, in
the event such period of prior notice is reduced, the terminating party
shall give prompt notice of termination. Notwithstanding anything
herein to the contrary, but except as provided in Section 19 of this
Agreement, this Agreement may not be assigned and shall terminate
automatically without notice to either party upon any assignment. Upon
termination hereof, the Trust shall pay such compensation as may be due
the Agent as of the date of such termination.

16. CHANGES; AMENDMENTS. This Agreement may be changed or
amended only by written instrument signed by both parties.

17. LIMITATION OF SHAREHOLDER LIABILITY. The Agent hereby
agrees that obligations assumed by the Trust pursuant to this Agreement
shall be limited in all cases to the Trust and its assets and that the
Agent shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Trust. It is further agreed that
the Agent shall not seek satisfaction of any such obligations from the
Board of Trustees or any individual Trustee of the Trust.

18. DIVIDEND PAYMENT DATES. The Trust hereby agrees, with
respect to any Trust that is a money market fund, that dividends
otherwise payable to any Customer on the last business day of each
month shall, to the extent required by the Agent, be distributed on
such other date in each month as the Agent may designate as the
dividend distribution date with respect to such Customer.

19. SUBCONTRACTING BY AGENT. The Agent may, with the written
approval of the Trust (such approval not to be unreasonably withheld or
delayed), subcontract for the performance of the Agent's obligations
hereunder with any one or more persons, including but not limited to
any one or more persons which is an affiliate of the Agent; provided,
however, that the Agent shall be as fully responsible to the Trust for
the acts and omissions of any subcontractor as it would be for its own
acts or omissions.

20. AUTHORITY TO VOTE. The Trust hereby confirms that,
pursuant to the Declaration of Trust of the Trust, at any meeting of
shareholders of the Trust or of any series of the Trust, the Agent is
authorized to vote any Shares held in accounts serviced by the Agent
and which are otherwise not represented in person or by proxy at the
meeting, proportionately in accordance with the votes cast by holders
of all Shares otherwise represented at the meeting in person or by
proxy and held in accounts serviced by the Agent.

21. COMPLIANCE WITH LAWS AND POLICIES; COOPERATION. The Trust
hereby agrees that it will comply with all laws and regulations
applicable to its operations and the Agent agrees that it will comply
with all laws and regulations applicable to its operations hereunder
and each party agrees from time to time to provide such certificates,
information and access to its books, records and personnel as the other
may reasonably request to confirm the foregoing. Each party understands
that the other may from time to time adopt or modify policies relating
to the subject matter of this Agreement, in which case the party
adopting or modifying such a policy shall notify the other thereof and
the parties shall consider the applicability thereof and endeavor to
comply therewith to the extent not impracticable or unreasonably
burdensome. Each of the parties agrees to cooperate with the other in
connection with the performance of this Agreement and the resolution of
any problems, questions or disagreements in connection herewith.

21.1 Audit. The Trust shall maintain or arrange to be
maintained complete and accurate accounting records, in accordance with
generally accepted accounting principles. The Trust shall retain or
arrange to be retained such records for a period of three years from
the termination of this Agreement. The Agent and its designated
certified public accountants shall have access to such records based on
reasonable cause and professional judgment during normal business hours
upon reasonable notice to the Trust.

21.2 Annual Financial Reports. At least once a year, the Trust
shall send to the owners of its shares and to the Agent the Trust's
audited financial statements.

21.3 Shareholder Updates. The Trust shall give the Agent
advance written notice of any change in the Trust's place of
incorporation, mailing address, management, investment objectives, fees
or redemption rights. The Trust shall give such advance notice to the
owners of its shares to the extent required by federal securities laws
or the rules and regulations of the Securities and Exchange Commission.

21.4. Annual Certification. At least once a year, the parties
shall certify to each other in writing that the certifying party is
conducting its business in accordance with the terms and conditions of
the Agreement and in the case of the Trust, in accordance with the
representations set forth in its then current prospectus.

22. MISCELLANEOUS. This Agreement shall be construed and
enforced in accordance with and governed by the laws of the
Commonwealth of Massachusetts. The captions in this Agreement are
included for convenience of reference only and in no way define or
limit any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original,
but all of which taken together shall constitute one and the same
instrument. Although this Agreement has been executed by multiple
parties, it shall be construed and enforced as a separate agreement
between each Trust and each Financial Institution acting as Agent for
such Trust. The terms of this Agreement shall become effective with
respect to each Trust and each Financial Institution listed on a
signature page hereof as of the date set forth thereon.
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered in their names and on their
behalf by the undersigned, thereunto duly authorized, all as of the day
and year set forth below. The undersigned Trustee of the Trust has
executed this Agreement not individually, but as Trustee under the
Trust's Declaration of Trust, as from time to time amended, and the
obligations of this Agreement are not binding upon any of the Trustees
or shareholders of the Trust individually, but bind only the Trust
estate.

Dated as of:
---------------------------

[NAME OF TRUST] CITIBANK, N.A.
[NAME OF SERIES, IF ANY]

By: By:
------------------------------ ---------------------------
Name: Philip W. Coolidge Name:
---------------------------
Title: President Title:
---------------------------
Principal Place of Business: Principal Place of Business:

6 St. James Avenue ---------------------------

Boston, Massachusetts 02116 ---------------------------

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

SSA/NA

<PAGE>

EXHIBIT NO. 9(d)(ii)

FORM OF

SHAREHOLDER SERVICING AGREEMENT

THIS AGREEMENT, by and between: (i) each of the trusts listed on the
signature page hereof or which may be added to this Agreement by execution of a
counterpart signature page hereto at a subsequent date pursuant to a vote of
such trust's Trustees (individually, the "Trust") and (ii) each federal savings
bank (individually, the "Financial Institution") listed on the signature page
hereof or which may be added to this Agreement by execution of a counterpart
signature page hereto at a subsequent date pursuant to appropriate authorization
by such Financial Institution's officers and directors, as a shareholder
servicing agent hereunder (the "Agent");

WITNESSETH:

WHEREAS, it is in the interest of the Trust to make the services of the
Agent available to Customers who are or may become shareholders of the Trust;

NOW, THEREFORE, the Trust and the Financial Institution hereby agree as
follows:

2. SERVICE TO BE PERFORMED.

2.1 Type of Service. The Agent shall be responsible for performing
shareholder account administrative and servicing functions, which shall
include without limitation: (a) answering Customer inquiries regarding
account status and history, the manner in which purchases, exchanges
and redemptions of the Shares may be effected, and certain other
matters pertaining to the Trust; (b) assisting Customers in designating
and changing dividend options, account designations and addresses; (c)
providing necessary personnel and facilities to establish and maintain
certain shareholder accounts and records, as may reasonably be
requested from time to time by the Trust; (d) assisting in processing
purchases, exchange and redemption transactions; (e) arranging for the
wiring of funds; (f) verifying and guaranteeing Customer signatures in
connection with redemption orders, transfers among and changes in
Customer-designated accounts; (g) providing periodic statements showing
a Customer's account balances and, to the extent practicable,
integration of such information with information concerning other
client transactions otherwise effected with or through the Financial
Institution; (h) furnishing on behalf of the Trust's distributor
(either separately or on an integrated basis with other reports sent to
a Customer by the Agent) periodic statements and confirmations of all
purchases, exchanges and redemptions of Shares in a Customer's account
required by applicable federal or state law, all such confirmations and
statements to conform to Rule 10b-10 under the Securities Exchange Act
of 1934 and other applicable federal or state law; (i) transmitting
proxy statements, annual reports, updating prospectuses and other
communications from the Trust to Customers; (j) receiving, tabulating
and transmitting to the Trust proxies executed by Customers with
respect to annual and special meetings of shareholders of the Trust;
(k) providing reports (at least monthly, but more frequently if so
requested by the Trust's distributor) containing state-by-state
listings of the principal residences of the beneficial owners of the
Shares; and (l) providing such other related services as the Trust or a
Customer may reasonably request. The Agent shall provide all personnel
and facilities to perform the functions described in this paragraph
with respect to its Customers.

3. FEES.

Nothing in this Section 4 shall be construed to make the
Trust liable for the use (as opposed to the accuracy) of any
information about the Trust which is disseminated by the Agent.

10. RECORD KEEPING.

10.5 Survival of Record-Keeping Obligations. The
record-keeping obligations imposed in this Section 10 shall survive the
termination of this Agreement for a period of three years.

10.7 Agent's Rights to Copy Records. Anything in this Section 10
to the contrary notwithstanding, except to the extent otherwise
prohibited by law, the Agent shall have the right to copy, maintain and
use any records maintained by the Agent pursuant to this Section 10,
except as otherwise prohibited by Sections 4 and 6 hereof.

12. INDEMNIFICATION.

12.1 Indemnification of the Agent. The Trust will indemnify and
hold the Agent harmless from all losses, claims, damages, liabilities
or expenses (including reasonable counsel fees and expenses) from any
claim, demand, action or suit (collectively, "Claims") (a) arising in
connection with misstatements or omissions in the Trust's Prospectus,
actions or inactions by the Trust or any of its agents or contractors
or the performance of the Agent's obligations hereunder and (b) not
resulting from (i) the bad faith or negligence of the Agent, its
officers, employees or agents, (ii) any breach of applicable law by the
Agent, its officers, employees or agents, (iii) any action of the
Agent, its officers, employees or agents which exceeds the legal
authority of the Agent or its authority hereunder, or (iv) any error or
omission of the Agent, its officers, employees or agents with respect
to the purchase, redemption and transfer of Customers' Shares or the
Agent's verification or guarantee of any Customer signature.
Notwithstanding anything herein to the contrary, the Trust will
indemnify and hold the Agent harmless from any and all losses, claims,
damages, liabilities or expenses (including reasonable counsel fees and
expenses) resulting from any Claim as a result of its acting in
accordance with any written instructions reasonably believed by the
Agent to have been executed by any person duly authorized by the Trust,
or as a result of acting in reliance upon any instrument or stock
certificate reasonably believed by the Agent to have been genuine and
signed, countersigned or executed by a person duly authorized by the
Trust, excepting only the gross negligence or bad faith of the Agent.

12.2 Indemnification of the Trust. Without limiting the rights of
the Trust under applicable law, the Agent will indemnify and hold the
Trust harmless from all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses) from any
Claim (a) resulting from (i) the bad faith or negligence of the Agent,
its officers, employees or agents, (ii) any breach of applicable law by
the Agent, its officers, employees or agents, (iii) any action of the
Agent, its officers, employees or agents which exceeds the legal
authority of the Agent or its authority hereunder, or (iv) any error or
omission of the Agent, its officers, employees or agents with respect
to the purchase, redemption and transfer of Customers' Shares or the
Agent's verification or guarantee of any Customer signature, and (b)
not resulting from the Agent's actions in accordance with written
instructions reasonably believed by the Agent to have been executed by
any person duly authorized by the Trust, or in reliance upon any
instrument or stock certificate reasonably believed by the Agent to
have been genuine and signed, countersigned or executed by a person
duly authorized by the Trust.

In any case in which the Agent may be asked to indemnify or
hold the Trust harmless, the Agent shall be advised of all pertinent
facts concerning the situation in question and the Trust shall use
reasonable care to identify and notify the Agent promptly concerning
any situation which presents or appears likely to present a claim for
indemnification against the Agent. The Agent shall have the option to
defend the Trust against any Claim which may be the subject of
indemnification hereunder. In the event that the Agent elects to defend
against such Claim, the defense shall be conducted by counsel chosen by
the Agent and satisfactory to the Trust. The Trust may retain
additional counsel at its expense. Except with the prior written
consent of the Agent, the Trust shall not confess any Claim or make any
compromise in any case in which the Agent will be asked to indemnify
the Trust.

12.3 Survival of Indemnities. The indemnities granted by the
parties in this Section 12 shall survive the termination of this
Agreement.

14. FURTHER ASSURANCES. Each party agrees to perform such further
acts and execute such further documents as are necessary to effectuate
the purposes hereof.

15. TERMINATION. This Agreement may be terminated by the Trust,
without the payment of any penalty, at any time upon not more than 60
days' nor less than 30 days' notice, by a vote of a majority of the
Board of Trustees of the Trust who are not "interested persons" of the
Trust (as defined in the 1940 Act) and have no direct or indirect
financial interest in the operation of the Administrative Services Plan
(the "Plan"), to which this Agreement is related, this Agreement or any
other agreement related to such Plan, or by "a vote of a majority of
the outstanding voting securities" (as defined in the 1940 Act) of the
Trust. The Agent may terminate this Agreement upon not more than 60
days' nor less than 30 days' notice to the Trust. The period of prior
notice of termination shall be reduced to the extent necessary to
comply with the effective date of any change in applicable laws or
regulations (or interpretations thereof) which prevents or impairs full
performance of the obligations set forth herein. Provided, however, in
the event such period of prior notice is reduced, the terminating party
shall give prompt notice of termination. Notwithstanding anything
herein to the contrary, but except as provided in Section 19 of this
Agreement, this Agreement may not be assigned and shall terminate
automatically without notice to either party upon any assignment. Upon
termination hereof, the Trust shall pay such compensation as may be due
the Agent as of the date of such termination.

16. CHANGES; AMENDMENTS. This Agreement may be changed or
amended only by written instrument signed by both parties.

17. LIMITATION OF SHAREHOLDER LIABILITY. The Agent hereby agrees
that obligations assumed by the Trust pursuant to this Agreement shall
be limited in all cases to the Trust and its assets and that the Agent
shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Trust. It is further agreed that
the Agent shall not seek satisfaction of any such obligations from the
Board of Trustees or any individual Trustee of the Trust.

18. DIVIDEND PAYMENT DATES. The Trust hereby agrees, with respect
to any Trust that is a money market fund, that dividends otherwise
payable to any Customer on the last business day of each month shall,
to the extent required by the Agent, be distributed on such other date
in each month as the Agent may designate as the dividend distribution
date with respect to such Customer.

20. AUTHORITY TO VOTE. The Trust hereby confirms that, pursuant to
the Declaration of Trust of the Trust, at any meeting of shareholders
of the Trust or of any series of the Trust, the Agent is authorized to
vote any Shares held in accounts serviced by the Agent and which are
otherwise not represented in person or by proxy at the meeting,
proportionately in accordance with the votes cast by holders of all
Shares otherwise represented at the meeting in person or by proxy and
held in accounts serviced by the Agent.

21.1 Audit. The Trust shall maintain or arrange to be maintained
complete and accurate accounting records, in accordance with generally
accepted accounting principles. The Trust shall retain or arrange to be
retained such records for a period of three years from the termination
of this Agreement. The Agent and its designated certified public
accountants shall have access to such records based on reasonable cause
and professional judgment during normal business hours upon reasonable
notice to the Trust.

21.2 Annual Financial Reports. At least once a year, the Trust
shall send to the owners of its shares and to the Agent the Trust's
audited financial statements.

21.3 Shareholder Updates. The Trust shall give the Agent advance
written notice of any change in the Trust's place of incorporation,
mailing address, management, investment objectives, fees or redemption
rights. The Trust shall give such advance notice to the owners of its
shares to the extent required by federal securities laws or the rules
and regulations of the Securities and Exchange Commission.

22. MISCELLANEOUS. This Agreement shall be construed and enforced
in accordance with and governed by the laws of the Commonwealth of
Massachusetts. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument.
Although this Agreement has been executed by multiple parties, it shall
be construed and enforced as a separate agreement between each Trust
and each Financial Institution acting as Agent for such Trust. The
terms of this Agreement shall become effective with respect to each
Trust and each Financial Institution listed on a signature page hereof
as of the date set forth thereon.
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed and delivered in their names and on their behalf by the
undersigned, thereunto duly authorized, all as of the day and year set
forth below. The undersigned Trustee of the Trust has executed this
Agreement not individually, but as Trustee under the Trust's
Declaration of Trust, as from time to time amended, and the obligations
of this Agreement are not binding upon any of the Trustees or
shareholders of the Trust individually, but bind only the Trust estate.

Dated as of:
---------------------------

[NAME OF TRUST] CITIBANK, N.A.
[NAME OF SERIES, IF ANY]

6 St. James Avenue ---------------------------

Boston, Massachusetts 02116 ---------------------------

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

SSA/FSB

<PAGE>

EXHIBIT NO. 9(d)(iii)

FORM OF

SHAREHOLDER SERVICING AGREEMENT

THIS AGREEMENT, by and between: (i) each of the trusts listed on the
signature page hereof or which may be added to this Agreement by execution of a
counterpart signature page hereto at a subsequent date pursuant to a vote of
such trust's Trustees (individually, the "Trust") and (ii) The Landmark Funds
Broker-Dealer Services, Inc. (the "Financial Institution"), a Massachusetts
corporation, with its principal place of business at 6 St. James Avenue, Boston,
Massachusetts 02116, as a shareholder servicing agent hereunder (the "Agent");

WITNESSETH:

WHEREAS, it is in the interest of the Trust to make the services of the
Agent available to Customers who are or may become shareholders of the Trust;

NOW, THEREFORE, the Trust and the Financial Institution hereby agree as
follows:

2. SERVICE TO BE PERFORMED.

2.1 Type of Service. The Agent shall be responsible for performing
shareholder account administrative and servicing functions, which shall
include without limitation: (a) answering Customer inquiries regarding
account status and history, the manner in which purchases, exchanges
and redemptions of the Shares may be effected, and certain other
matters pertaining to the Trust; (b) assisting Customers in designating
and changing dividend options, account designations and addresses; (c)
providing necessary personnel and facilities to establish and maintain
certain shareholder accounts and records, as may reasonably be
requested from time to time by the Trust; (d) assisting in processing
purchases, exchange and redemption transactions; (e) arranging for the
wiring of funds; (f) transmitting and receiving funds in connection
with Customer orders to purchase, exchange or redeem Shares; (g)
verifying and guaranteeing Customer signatures in connection with
redemption orders, transfers among and changes in Customer-designated
accounts; (h) providing periodic statements showing a Customer's
account balances and, to the extent practicable, integration of such
information with information concerning other client transactions
otherwise effected with or through the Financial Institution; (i)
furnishing on behalf of the Trust's distributor (either separately or
on an integrated basis with other reports sent to a Customer by the
Agent) periodic statements and confirmations of all purchases,
exchanges and redemptions of Shares in a Customer's account required by
applicable federal or state law, all such confirmations and statements
to conform to Rule 10b-10 under the Securities Exchange Act of 1934 and
other applicable federal or state law; (j) transmitting proxy
statements, annual reports, updating prospectuses and other
communications from the Trust to Customers; (k) receiving, tabulating
and transmitting to the Trust proxies executed by Customers with
respect to annual and special meetings of shareholders of the Trust;
(l) providing reports (at least monthly, but more frequently if so
requested by the Trust's distributor) containing state-by-state
listings of the principal residences of the beneficial owners of the
Shares; and (m) providing such other related services as the Trust or a
Customer may reasonably request. The Agent shall provide all personnel
and facilities to perform the functions described in this paragraph
with respect to its Customers.

3. FEES.

Nothing in this Section 4 shall be construed to make the Trust
liable for the use (as opposed to the accuracy) of any information
about the Trust which is disseminated by the Agent.

10. RECORD KEEPING.

10.5 Survival of Record-Keeping Obligations. The record-keeping
obligations imposed in this Section 10 shall survive the termination of
this Agreement for a period of three years.

10.7 Agent's Rights to Copy Records. Anything in this Section 10
to the contrary notwithstanding, except to the extent otherwise
prohibited by law, the Agent shall have the right to copy, maintain and
use any records maintained by the Agent pursuant to this Section 10,
except as otherwise prohibited by Sections 4 and 6 hereof.

12. INDEMNIFICATION.

In any case in which the Trust may be asked to indemnify or hold
the Agent harmless, the Trust shall be advised of all pertinent facts
concerning the situation in question and the Agent shall use reasonable
care to identify and notify the Trust promptly concerning any situation
which presents or appears likely to present a claim for indemnification
against the Trust. The Trust shall have the option to defend the Agent
against any Claim which may be the subject of indemnification
hereunder. In the event that the Trust elects to defend against such
Claim, the defense shall be conducted by counsel chosen by the Trust
and satisfactory to the Agent. The Agent may retain additional counsel
at its expense. Except with the prior written consent of the Trust, the
Agent shall not confess any Claim or make any compromise in any case in
which the Trust will be asked to indemnify the Agent.

12.3 Survival of Indemnities. The indemnities granted by the
parties in this Section 12 shall survive the termination of this
Agreement.

14. FURTHER ASSURANCES. Each party agrees to perform such
further acts and execute such further documents as are necessary to
effectuate the purposes hereof.

16. CHANGES; AMENDMENTS. This Agreement may be changed or
amended only by written instrument signed by both parties.

21.2 Annual Financial Reports. At least once a year, the Trust
shall send to the owners of its shares and to the Agent the Trust's
audited financial statements.

22. MISCELLANEOUS. This Agreement shall be construed and
enforced in accordance with and governed by the laws of the
Commonwealth of Massachusetts. The captions in this Agreement are
included for convenience of reference only and in no way define or
limit any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original,
but all of which taken together shall constitute one and the same
instrument. Although this Agreement has been executed by multiple
parties, it shall be construed and enforced as a separate agreement
between each Trust and the Financial Institution acting as Agent for
such Trust. The terms of this Agreement shall become effective with
respect to each Trust and the Financial Institution listed on a
signature page hereof as of the date set forth thereon.
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed and delivered in their names and on their behalf by the
undersigned, thereunto duly authorized, all as of the day and year set
forth below. The undersigned officer of the Trust has executed this
Agreement not individually, but as an officer of the Trust pursuant to
the Trust's Declaration of Trust, as from time to time amended, and the
obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Trust individually, but bind only the
Trust estate.

Dated as of:
---------------------------

[NAME OF TRUST] THE LANDMARK FUNDS BROKER-
[NAME OF SERIES, IF ANY] DEALER SERVICES, INC.

By: By:
------------------------------- -------------------------------
Name: Name:
------------------------------- -------------------------------
Title: Title:
------------------------------- -------------------------------

Principal Place of Business: Principal Place of Business:

6 St. James Avenue 6 St. James Avenue

Boston, Massachusetts 02116 Boston, Massachusetts 02116

SSA/LFBDS

<PAGE>

Exhibit 9(e)

TRANSFER AGENCY AND SERVICE AGREEMENT

between

LANDMARK INTERNATIONAL EQUITY FUND

and

STATE STREET BANK AND TRUST COMPANY
<PAGE>

TABLE OF CONTENTS

Page

Article 1 Terms of Appointment; Duties of the Bank............ 1
Article 2 Fees and Expenses................................... 5
Article 3 Representations and Warranties of the Bank.......... 6
Article 4 Representations and Warranties of the Fund.......... 6
Article 5 Indemnification..................................... 7
Article 6 Covenants of the Fund and the Bank.................. 10
Article 7 Termination of Agreement............................ 11
Article 8 Assignment.......................................... 12
Article 9 Amendment........................................... 12
Article 10 Massachusetts Law to Apply.......................... 13
Article 11 Merger of Agreement................................. 13
Article 12 Limitations of Liability of the Trustees and the
Shareholders........................................ 13
Article 13 Counterparts........................................ 13

<PAGE>

TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of the 1st day of November 1990, by and between
LANDMARK INTERNATIONAL EQUITY FUND, a Massachusetts business trust, having its
principal office and place of business at 6 St. James Avenue, Boston,
Massachusetts (the "Fund"), and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company having its principal office and place of business at
225 Franklin Street, Boston, Massachusetts 02110 (the "Bank").

WHEREAS, the Fund desires to appoint the Bank as its transfer agent,
dividend disbursing agent, custodian of certain retirement plans and agent in
connection with certain other activities, and the Bank desires to accept such
appointment:

NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

Article l Terms of Appointment; Duties of the Bank

1.01 Subject to the terms and conditions set forth in this
Agreement, the Fund hereby employs and appoints the Bank to act as, and the Bank
agrees to act as its transfer agent for the Fund's authorized and issued shares
of its beneficial interest ("Shares"), dividend disbursing agent, custodian of
certain retirement plans and agent in connection with any accumulation,
open-account or similar plans provided to the shareholders of the Fund
("Shareholders") and set out in the currently effective prospectus and statement
of additional information ("prospectus") of the Fund, including without
limitation any periodic investment plan or periodic withdrawal program.

1.02 The Bank agrees that it will perform the following services:

(a) In accordance with procedures established from time to time by
agreement between the Fund and the Bank, the Bank shall:

(i) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation thereof
to the Custodian of the Fund authorized pursuant to the
Declaration of Trust of the Fund (the "Custodian");

(ii) Pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder
account;

(iii) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation thereof to
the Custodian;

(iv) In respect to the transactions in items (i), (ii) and (iii)
above, the Bank shall execute transactions directly with
broker-dealers authorized by the Fund who shall thereby be
deemed to be acting on behalf of the Fund;

(v) At the appropriate time as and when it receives monies paid to
it by the Custodian with respect to any redemption, pay over or
cause to be paid over in the appropriate manner such monies as
instructed by the redeeming Shareholders;

(vi) Effect transfers of Shares by the registered owners thereof
upon receipt of appropriate instructions;

(vii) Prepare and transmit payments for dividends and distributions
declared by the Fund;

(viii) Issue replacement certificates for those certificates alleged
to have been lost, stolen or destroyed upon receipt by the Bank
of indemnification satisfactory to the Bank and protecting the
Bank and the Fund, and the Bank at its option, may issue
replacement certificates in place of mutilated stock
certificates upon presentation thereof and without such
indemnity;

(ix) Report abandoned property to the various states as authorized
by the Fund per policies and principles agreed upon by the Fund
and the Bank;

(x) Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing; and

(xi) Record the issuance of shares of the Fund and maintain pursuant
to SEC Rule 17Ad-10(e) a record of the total number of shares
of the Fund which are authorized, based upon data provided to
it by the Fund, and issued and outstanding. The Bank shall also
provide the Fund on a regular basis with the total number of
shares which are authorized and issued and outstanding and
shall have no obligation, when recording the issuance of
shares, to monitor the issuance of such shares or to take
cognizance of any laws relating to the issue or sale of such
shares, which functions shall be the sole responsibility of the
Fund.

(b) In addition to and neither in lieu nor in contravention of the
services set forth in the above paragraph (a), the Bank shall: (i) perform the
customary services of a transfer agent, dividend disbursing agent, custodian of
certain retirement plans and, as relevant, agent in connection with
accumulation, open-account or similar plans (including without limitation any
periodic investment plan or periodic withdrawal program), including but not
limited to: maintaining all Shareholder accounts, preparing Shareholder meeting
lists, mailing proxies, receiving and tabulating proxies, mailing Shareholder
reports and prospectuses to current Shareholders, withholding taxes on U.S.
resident and non-resident alien accounts, preparing and filing U.S. Treasury
Department Forms 1099 and other appropriate forms required with respect to
dividends and distributions by federal authorities for all Shareholders,
preparing and mailing confirmation forms and statements of account to
Shareholders for all purchases and redemptions of Shares and other confirmable
transactions in Shareholder accounts, preparing and mailing activity statements
for Shareholders, and providing Shareholder account information and (ii) provide
a system which will enable the Fund to monitor the total number of Shares sold
in each State.

(c) In addition, the Fund shall (i) identify to the Bank in writing
those transactions and assets to be treated as exempt from blue sky reporting
for each State and (ii) verify the establishment of transactions for each State
on the system prior to activation and thereafter monitor the daily activity for
each State. The responsibility of the Bank for the Fund's blue sky State
registration status is solely limited to the initial establishment of
transactions subject to blue sky compliance by the Fund and the reporting of
such transactions to the Fund as provided above.

(d) Procedures as to who shall provide certain of these services in
Article 1 may be established from time to time by agreement between the Fund and
the Bank per the attached service responsibility schedule. The Bank may at times
perform only a portion of these services and the Fund or its agent may perform
these services on the Fund's behalf.

Article 2 Fees and Expenses

2.01 For performance by the Bank pursuant to this Agreement, the Fund
agrees to pay the Bank an annual maintenance fee for each Shareholder account as
set out in the initial fee schedule attached hereto. Such fees and out-of-pocket
expenses and advances identified under Section 2.02 below may be changed from
time to time subject to mutual written agreement between the Fund and the Bank.

2.02 In addition to the fee paid under Section 2.01 above, the Fund
agrees to reimburse the Bank for out-of-pocket expenses or advances incurred by
the Bank for the items set out in the fee schedule attached hereto. In addition,
any other expenses incurred by the Bank at the request or with the consent of
the Fund, will be reimbursed by the Fund.

2.03 The Fund agrees to pay all fees and reimbursable expenses within
five days following the receipt of the respective billing notice. Postage for
mailing of dividends, proxies, Fund reports and other mailings to all
shareholder accounts shall be advanced to the Bank by the Fund at least seven
(7) days prior to the mailing date of such materials.

Article 3 Representations and Warranties of the Bank

The Bank represents and warrants to the Fund that:

3.01 It is a trust company duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts.

3.02 It is duly qualified to carry on its business in the Commonwealth
of Massachusetts.

3.03 It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform this Agreement.

3.04 All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.

3.05 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.

Article 4 Representations and Warranties of the Fund

The Fund represents and warrants to the Bank that:

4.01 It is a business trust duly organized and existing and in good
standing under the laws of Massachusetts.

4.02 It is empowered under applicable laws and by its Declaration of
Trust and By-Laws to enter into and perform this Agreement.

4.03 All proceedings required by said Declaration of Trust and By-Laws
have been taken to authorize it to enter into and perform this Agreement.

4.04 It is an open-end and diversified management investment company
registered under the Investment Company Act of 1940, as amended.

4.05 A registration statement under the Securities Act of 1933, as
amended is currently effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be made, with respect
to all Shares of the Fund being offered for sale.

Article 5 Indemnification

5.01 The Bank shall not be responsible for, and the Fund shall
indemnify and hold the Bank harmless from and against, any and all losses,
damages, costs, charges, counsel fees, payments, expenses and liability arising
out of or attributable to:

(a) All actions of the Bank or its agent or subcontractors required to
be taken pursuant to this Agreement, provided that such actions are taken in
good faith and without negligence or willful misconduct.

(b) The Fund's lack of good faith, negligence or willful misconduct
which arise out of the breach of any representation or warranty of the Fund
hereunder.

(c) The reliance on or use by the Bank or its agents or subcontractors
of information, records and documents or services which (i) are received or
relied upon by the Bank or its agents or subcontractors and/or furnished to it
or performed by or on behalf of the Fund, and (ii) have been prepared,
maintained and/or performed by the Fund or any other person or firm on behalf of
the Fund.

(d) The reliance on, or the carrying out by the Bank or its agents or
subcontractors of any instructions or requests of the Fund.

(e) The offer or sale of Shares in violation of any requirement under
the federal securities laws or regulations or the securities laws or regulations
of any state that such Shares be registered in such state or in violation of any
stop order or other determination or ruling by any federal agency or any state
with respect to the offer or sale of such Shares in such state.

5.02 The Bank shall indemnify and hold the Fund harmless from and
against any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to any action or failure
or omission to act by the Bank as a result of the Bank's lack of good faith,
negligence or willful misconduct.

5.03 At any time the Bank may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by the Bank under this
Agreement, and the Bank and its agents or subcontractors shall not be liable and
shall be indemnified by the Fund for any action taken or omitted by it in
reliance upon such instructions or upon the opinion of such counsel. The Bank,
its agents and subcontractors shall be protected and indemnified in acting upon
any paper or document furnished by or on behalf of the Fund, reasonably believed
to be genuine and to have been signed by the proper person or persons, or upon
any instruction, information, data, records or documents provided the Bank or
its agents or subcontractors by machine readable input, telex, CRT data entry or
other similar means authorized by the Fund, and shall not be held to have notice
of any change of authority of any person, until receipt of written notice
thereof from the Fund. The Bank, its agents and subcontractors shall also be
protected and indemnified in recognizing stock certificates which are reasonably
believed to bear the proper manual or facsimile signatures of the officers of
the Fund, and the proper countersignature of any former transfer agent or former
registrar, or of a co-transfer agent or co-registrar.

5.04 In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or otherwise from
such causes.

5.05 Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.

5.06 In order that the indemnification provisions contained in this
Article 5 shall apply, upon the assertion of a claim for which either party may
be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.

Article 6 Covenants of the Fund and the Bank

6.01 The Fund shall promptly furnish to the Bank the following:

(a) A certified copy of the resolution of the Board of Trustees of the
Fund authorizing the appointment of the Bank and the execution and delivery of
this Agreement.

(b) A copy of the Declaration of Trust and By-Laws of the Fund and all
amendments thereto.

6.02 The Bank hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such certificates,
forms and devices.

6.03 The Bank shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940, as amended,
and the Rules thereunder, the Bank agrees that all such records prepared or
maintained by the Bank relating to the services to be performed by the Bank
hereunder are the property of the Fund and will be preserved, maintained and
made available in accordance with such Section and Rules, and will be
surrendered promptly to the Fund on and in accordance with its request.

6.04 The Bank and the Fund agree that all books, records, information
and data pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this Agreement shall
remain confidential, and shall not be voluntarily disclosed to any other person,
except as may be required by law.

6.05 In case of any requests or demands for the inspection of the
Shareholder records of the Fund, the Bank will endeavor to notify the Fund and
to secure instructions from an authorized officer of the Fund as to such
inspection. The Bank reserves the right, however, to exhibit the Shareholder
records to any person whenever it is advised by its counsel that it may be held
liable for the failure to exhibit the Shareholder records to such person.

Article 7 Termination of Agreement

7.01 This Agreement may be terminated by either party upon one hundred
twenty (120) days written notice to the other.

7.02 Should the Fund exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and material will
be borne by the Fund. Additionally, the Bank reserves the right to charge for
any other reasonable expenses associated with such termination.

Article 8 Assignment

8.01 Except as provided in Section 8.03 below, neither this Agreement
nor any rights or obligations hereunder may be assigned by either party without
the written consent of the other party.

8.02 This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and assigns.

8.03 The Bank may, without further consent on the part of the Fund,
subcontract for the performance hereof with (i) Boston Financial Data Services,
Inc., a Massachusetts corporation ("BFDS") which is duly registered as a
transfer agent pursuant to Section 17A(c)(l) of the Securities Exchange Act of
1934, as amended ("Section 17A(c)(1)"), (ii) with the consent of the Fund, which
may not be reasonably withheld, a BFDS subsidiary duly registered as a transfer
agent pursuant to Section 17A(c)(l) or, (iii) with the consent of the Fund,
which may not be unreasonably withheld, a BFDS affiliate; provided, however,
that the Bank shall be as fully responsible to the Fund for the acts and
omissions of any subcontractor as it is for its own acts and omissions.

Article 9 Amendment

9.01 This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of the Board
of Trustees of the Fund.

Article 10 Massachusetts Law to Apply

10.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.

Article 11 Merger of Agreement

11.01 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.

Article 12 Limitations of Liability of the Trustees and Sharholders

12.01 A copy the Declaration of Trust of the Trust is on file with
the Secretary of the Commonwealth of Massachusetts, and notice is hereby given
that this instrument is executed on behalf of the Trustees of the Trust as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or Shareholders individually but are
binding only upon the assets and property of the Fund.

Article 13 Counterparts

13.01 This Agreement may be executed by the parties hereto on any
number of counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.

LANDMARK INTERNATIONAL EQUITY FUND

BY: /s/ Philip Coolidge
-----------------------------------

ATTEST:

/s/ Molly S. Mugler
- --------------------------------------

STATE STREET BANK AND TRUST COMPANY

BY: /s/ Jeff Fletcher
-----------------------------------
Vice President

ATTEST:

/s/ Brenda L. Casey
- --------------------------------------
Assistant Secretary

<PAGE>

Exhibit 10

BINGHAM, DANA & GOULD
150 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110

TELEPHONE: (617) 951-8000
TELEX: 275147 BDGBSN UR
CABLE ADDRESS: BLODGHAM BSN
TELECOPY: (617) 951-8736

WASHINGTON OFFICE ROUTE 128 OFFICE CAPE COD OFFICE LONDON OFFICE
(202) 822-9320 (617) 890-0922 (505) 420 0283 011-44-71-2646

January 29, 1991

Landmark International Equity Fund
6 St. James Avenue
Boston, Massachusetts 02116

Ladies and Gentlemen:

We have acted as counsel to Landmark International Equity Fund, a
Massachusetts business trust (the "Trust"), in connection with the Trust's
Registration Statement on Form N-1A filed with the Securities and Exchange
Commission (the "Commission") on September 7, 1990, as amended by Pre-Effective
Amendment No. 1 thereto filed with the Commission on November 15, 1990 and as
proposed to be further amended by Pre-Effective Amendment No. 2 thereto to be
filed with the Commission on January 30, 1991 (as so amended, the "Registration
Statement"), with respect to an indefinite number of its Shares of Beneficial
Interest (par value $0.00001 per share) (the "Shares").

In connection with this opinion, we have examined the following described
documents:

(a) the Registration Statement;

(b) a certificate of the Secretary of State of the Commonwealth of
Massachusetts as to the existence of the Trust;

(c) copies, certified by the Secretary of State of the Commonwealth of
Massachusetts, of the Trust's Declaration of Trust and of all amendments thereto
on file in the office of the Secretary of State; and

(d) a Certificate executed by Cynthia J. Colitti, the Secretary of the
Trust, certifying as to, and attaching copies of, the Trust's Declaration of
Trust and By-Laws and certain votes of the Trustees of the Trust authorizing the
issuance of the Shares covered by the Registration Statement.

In such examination, we have assumed the genuineness of all signatures,
the conformity to the originals of all of the documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed by
us in original or copy form and the legal competence of each individual
executing any document.

This opinion is based entirely on our review of the documents listed
above. We have made no other review or investigation of any kind whatsoever, and
we have assumed, without independent inquiry, the accuracy of the information
set forth in such documents.

This opinion is limited solely to the laws of the Commonwealth of
Massachusetts as applied by courts in such Commonwealth.

We understand that all of the foregoing assumptions and limitations are
acceptable to you.

Based upon and subject to the foregoing, please be advised that it is our
opinion that the Shares, when issued and sold in accordance with the
Registration Statement and the Trust's Declaration of Trust and By-laws, will be
legally issued, fully paid and non-assessable, except that, as set forth in the
Registration Statement, shareholders of the Trust may under certain
circumstances be held personally liable for its obligations.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

Very truly yours,

BINGHAM, DANA & GOULD (s)

BINGHAM, DANA & GOULD

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectuses and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 17 to the registration statement on Form N-1A (the
"Registration Statement") of CitiFunds International Trust (formerly Landmark
International Funds) of our reports dated February 2, 1998 relating to the
financial statements and financial highlights of CitiFunds International
Equity Portfolio and CitiFunds Emerging Asian Markets Equity Portfolio
(formerly Landmark International Equity Fund and Landmark Emerging Asian
Markets Equity Fund, respectively), appearing in the December 31, 1997 Annual
Report of Landmark International Equity Fund and Landmark Emerging Asian
Markets Equity Fund, respectively, which are also incorporated by reference
into the Registration Statement. We also consent to the references to us under
the headings "Condensed Financial Information" and "Counsel and Independent
Auditors" in the Prospectuses and under the headings "Auditors" and
"Independent Accountants and Financial Statements" in such Statement of
Additional Information.

/s/ Price Waterhouse LLP
- ------------------------
Price Waterhouse LLP
Boston, MA
April 28, 1998

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Statement of
Additional Information constituting part of this Post-Effective Amendment
No. 17 to the registration statement on Form N-1A (the "Registration
Statement") of CitiFunds International Trust (formerly Landmark
International Funds) of our reports dated February 2, 1998 relating to the
financial statements and financial highlights of International Equity
Portfolio and Emerging Asian Markets Equity Portfolio, appearing in the
December 31, 1997 Annual Report of Landmark International Equity Fund and
Landmark Emerging Asian Markets Equity Fund, respectively, which are also
incorporated by reference into the Registration Statement. We also consent to
the references to us under the headings "Auditors" and "Independent
Accountants and Financial Statements" in such Statement of Additional
Information.

/s/ Price Waterhouse
- -----------------------
Chartered Accountants
Toronto, Ontario
April 28, 1998

<PAGE>

Exhibit 15

AMENDED AND RESTATED
DISTRIBUTION PLAN

DISTRIBUTION PLAN, dated as of August 9, 1990 and amended and restated as
of August 19, 1994 of Landmark International Equity Fund, a Massachusetts
business trust (the "Trust") with respect to Shares of Beneficial Interest to
be designated "Class A".

WITNESSETH:

WHEREAS, the Shares of Beneficial Interest of the Trust may in the future
be divided into one or more separate series (the "Funds"); and

WHEREAS, the Trust intends to distribute the shares of the Trust or each
Fund designated Class A Shares (the "Shares") in accordance with Rule 12b-1
under the 1940 Act ("Rule 12b-1"), and desires to adopt this Distribution Plan
(the "Plan") as a plan of distribution pursuant to such Rule; and

WHEREAS, the Trust desires to engage The Landmark Funds Broker-Dealer
Services, Inc., a Massachusetts corporation ("LFBDS"), to provide certain
distribution services for the Trust (the "Distributor"); and

WHEREAS, the Trust desires to enter into an amended and restated
distribution agreement (in such form as may from time to time be approved by the
Board of Trustees of the Trust in the manner specified in Rule 12b-1) with the
Distributor, whereby the Distributor will provide facilities and personnel and
render services to the Trust in connection with the offering and distribution of
the Shares of the Trust or each Fund (the "Distribution Agreement"); and

WHEREAS, the Trust recognizes and agrees that the Distributor may retain
the services of any one or more broker-dealers registered as such under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), banks and
other financial intermediaries, to act as dealer or agent in connection with the
offering of Shares, and the Distributor may make periodic payments, out of the
fee paid to the Distributor, its profits or any other source available to it, to
such broker-dealer, bank or other intermediary for such services; and

WHEREAS, the Distribution Agreement provides that a sales charge may be
paid by investors who purchase Shares and that the Distributor and
broker-dealers, banks and other financial intermediaries, may receive such sales
charge as partial compensation for their services in connection with the sale of
Shares; and

WHEREAS, the Board of Trustees of the Trust, in considering whether the
Trust should adopt and implement this Plan, has evaluated such information as it
deemed necessary to an informed determination as to whether this Plan should be
adopted and implemented and has considered such pertinent factors as it deemed
necessary to form the basis for a decision to use assets of the Trust or each
Fund for such purposes, and has determined that there is a reasonable likelihood
that the adoption and implementation of this Plan will benefit the Trust and
each Fund and its shareholders;

NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this
Plan for the Trust as a plan for distribution in accordance with Rule 12b-1, on
the following terms and conditions:

1. As specified in the Distribution Agreement, the Distributor
shall provide facilities, personnel and a program with respect
to the offering and sale of Shares of the Trust or each Fund to
customers of financial institutions which have entered into
shareholder servicing agreements with the Trust applicable to
such Fund if any. Among other things, the Distributor shall be
responsible for all expenses of printing (excluding typesetting)
and distributing prospectuses, and, upon request, statements of
additional information, to prospective shareholders of the Trust
or each Fund and providing such other related services as are
reasonably necessary in connection therewith.

2. The Distributor shall bear all distribution-related expenses
described in paragraph 1, including without limitation, the
compensation of personnel necessary to provide such services and
all costs of travel, office expenses (including rent and
overhead), equipment, printing, delivery and mailing costs.

3. It is understood that, under certain circumstances, the
Distributor may impose certain deferred sales charges in
connection with the repurchase of Shares of the Trust or any
Fund and the Distributor may retain (or receive from the Trust
or each Fund, as the case may be) all such deferred sales
charges. As additional consideration for services performed and
expenses incurred in the performance of its obligations under
the Distribution Agreement, except in connection with print or
electronic media advertising, the Trust shall pay the
Distributor from the assets of the Trust or any Fund a
distribution fee periodically at an annual rate not to exceed
0.10% of the average daily net assets of the Trust or such Fund
for its then-current fiscal year attributable to the Shares of
the Trust or that Fund (the "Basic Distribution Fee"). The Trust
shall pay the Distributor an additional fee from the assets of
the Trust or any Fund at an annual rate not to exceed 0.05% of
the average daily net assets of the Trust or such Fund for its
then-current fiscal year attributable to the Shares of the Trust
or that Fund in anticipation of, or as reimbursement for,
expenses incurred by the Distributor in connection with print or
electronic media advertising in connection with the sale of
Shares of the Trust or such Fund.

4. As partial consideration for the personal services and/or
account maintenance services performed by each broker-dealer,
bank or other financial intermediary in the performance of its
obligations under its dealer or agency agreement with the
Distributor, if Shares are divided into series, each Fund
(excluding only the Landmark International Equity Fund) may pay
each broker-dealer, bank or other financial intermediary a
service fee periodically at a rate not to exceed 0.25% per annum
of the portion of the average daily net assets of such Fund that
is represented by Shares that are owned by investors for whom
such broker-dealer, bank or other financial intermediary is the
holder or intermediary of record ("Service Fees"). That portion
of each such Fund's average daily net assets on which the fees
payable under this paragraph 4 hereof are calculated may be
subject to certain minimum amount requirements as may be
determined and additional or different dealer qualification
standards that may be established from time to time by the
Distributor. The Distributor shall be entitled to be paid any
fees payable under this paragraph 4 hereof with respect to
Shares for which no intermediary of record exists or
qualification standards have not been met as partial
consideration for personal services and/or account maintenance
services provided by the Distributor with respect to the Shares.
The Service Fees payable pursuant to this paragraph 4 may from
time to time be paid by each Fund (excluding only the Landmark
International Equity Fund) to the Distributor and the
Distributor will then pay these fees on behalf of such Fund.

5. The Trust understands that an agreement between the Distributor
and any broker-dealer registered as such under the Exchange Act,
bank or other financial intermediary may provide for a portion
(which may be substantially all) of the fees payable to the
Distributor under the Distribution Agreement to be paid by the
Distributor to such broker-dealer, bank or other financial
intermediary in consideration of services in connection with the
sale of the Shares of the Trust or any Fund. Nothing in this
Plan shall be construed as requiring the Trust to make any
payment to any such broker-dealer, bank or other financial
intermediary or to have any obligation to such broker-dealer,
bank or other financial intermediary in connection with its
services. The Distributor agrees and hereby undertakes that any
agreement entered into between the Distributor and any such
broker-dealer, bank or other financial intermediary shall
provide that such broker-dealer, bank or other financial
intermediary shall look solely TO the Distributor for
compensation for its services thereunder and that in no event
shall such broker-dealer, bank or other financial intermediary
seek any payment from the Trust or its shareholders.

6. The Trust shall pay all fees and expenses of any independent
auditor, legal counsel, administrator, transfer agent,
custodian, shareholder servicing agent, registrar or dividend
disbursing agent of the Trust; expenses of distributing and
redeeming Shares and servicing shareholder accounts; expenses of
preparing, printing and mailing prospectuses and statements of
additional information, shareholder reports, notices, proxy
statements and reports to government officers and commissions
and to shareholders of the trust except that the distributor
shall be responsible for the expenses of printing (excluding
typesetting) and distributing prospectuses and statements of
additional information to prospective shareholders as provided
in paragraphs 1 and 2 hereof; expenses connected with the
execution, recording and settlement of portfolio security
transactions; insurance premiums; expenses of calculating the
net asset value of shares; expenses of shareholder meetings; and
expenses relating to the issuance, registration and
qualification of shares.

7. Nothing herein contained shall be deemed to require the Trust to
take any action contrary to its Declaration of Trust or By-Laws
or any applicable statutory or regulatory requirement to which
it is subject or by which it is bound, or to relieve or deprive
the Board of Trustees of the responsibility for and control of
the conduct of the affairs of the Trust.

8. This Plan shall become effective as to the Trust or any Fund
upon (a) approval by a vote of at least a "majority of the
outstanding voting securities" of the Shares of the Trust or
that Fund, and (b) approval by a vote of the Board of Trustees
and vote of 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 Plan or in any
agreement related to the Plan (the "Qualified Trustees"), such
votes to be cast in person at a meeting called for the purpose
of voting on this Plan.

9. This Plan shall continue in effect indefinitely; provided,
however, that such continuance is subject to annual approval by
a vote of the Board of Trustees of the Trust and a majority of
the Qualified Trustees, such votes to be cast in person at a
meeting called for the purpose of voting on continuance of this
Plan. If such annual approval is not obtained, this Plan shall
expire on the date which is 15 months after the date of the last
approval.

10. This Plan may be amended at any time by the Board of Trustees of
the Trust, provided that (a) any amendment to increase
materially the amount to be expended from the assets of the
Trust or any Fund attributable to the Shares for the services
described herein shall be effective only upon approval by a vote
of a "majority of the outstanding voting securities" of the
Shares of the Trust or such Fund, and (b) any material amendment
of this Plan shall be effective only upon approval by a vote of
the Board of Trustees of the Trust and a majority of the
Qualified Trustees, such votes to be cast in person at a meeting
called for the purpose of voting on such amendment. This Plan
may be terminated at any time with respect to the Trust or any
Fund by vote of a majority of the Qualified Trustees or by a
vote of a "majority of the outstanding voting securities" of the
Shares of the Trust or such Fund.

11. The Trust and the Distributor each shall provide the Board of
Trustees of the Trust, and the Board of Trustees of the Trust
shall review, at least quarterly, a written report of the
amounts expended under the Plan and the purposes for which such
expenditures were made.

12. While this Plan is in effect, the selection and nomination of
Qualified Trustees shall be committed to the discretion of the
Trustees who are not "interested persons" of the Trust.

13. For the purposes of this Plan, the terms "interested persons"
and "majority of the outstanding voting securities" are used as
defined in the 1940 Act. In addition, for purposes of
determining the fees payable to the Distributor, the value of
the net assets of the Trust or any Fund shall be computed in the
manner specified in the Trust's then-current prospectus and
statement of additional information applicable to the Trust or
that Fund for computation of the net asset value applicable to
Shares of the Trust or that Fund.

14. The Trust shall preserve copies of this Plan, and each agreement
related hereto and each report referred to in paragraph 11
hereof (collectively, the "Records") for a period of six years
from the end of the fiscal year in which such Record was made
and each such Record shall be kept in an easily accessible place
for the first two years of said record-keeping.

15. This Plan shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and the applicable provisions of
the 1940 Act.

16. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the
Plan shall not be affected thereby.

<PAGE>
Exhibit 25(a)

CITIFUNDS INTERNATIONAL TRUST

The undersigned hereby constitutes and appoints Philip W. Coolidge, John R.
Elder, Susan Jakuboski, Molly S. Mugler and Linda T. Gibson, and each of them,
with full powers of substitution as his true and lawful attorneys and agents to
execute in his name and on his behalf in any and all capacities the Registration
Statements on Form N-1A, and any and all amendments thereto, filed by CitiFunds
International Trust (on behalf of each of its series now or hereinafter created)
(the "Registrant") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and under the Investment Company Act of
1940, as amended, and any and all other instruments which such attorneys and
agents, or any of them, deem necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and the Investment Company
Act of 1940, as amended, the rules, regulations and requirements of the
Securities and Exchange Commission, and the securities or Blue Sky laws of any
state or other jurisdiction; and the undersigned hereby ratifies and confirms as
his own act and deed any and all that such attorneys and agents, or any of them,
shall do or cause to be done by virtue hereof. Any one of such attorneys and
agents shall have, and may exercise, all of the powers hereby conferred.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day of
February, 1998.

Riley C. Gilley
- ------------------------------
Riley C. Gilley

<PAGE>

CITIFUNDS INTERNATIONAL TRUST

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day of
February, 1998.

C. Oscar Morong, Jr.
- ------------------------------
C. Oscar Morong, Jr.

<PAGE>

CITIFUNDS INTERNATIONAL TRUST

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day of
February, 1998.

E. Kirby Warren
- ------------------------------
E. Kirby Warren

<PAGE>

CITIFUNDS INTERNATIONAL TRUST

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day of
February, 1998.

William S. Woods, Jr.
- ------------------------------
William S. Woods, Jr.

<PAGE>

CITIFUNDS INTERNATIONAL TRUST

The undersigned hereby constitutes and appoints Philip W. Coolidge, Susan
Jakuboski, Molly S. Mugler and Linda T. Gibson, and each of them, with full
powers of substitution as his true and lawful attorneys and agents to execute in
his name and on his behalf in any and all capacities the Registration Statements
on Form N-1A, and any and all amendments thereto, filed by CitiFunds
International Trust (on behalf of each of its series now or hereinafter created)
(the "Registrant") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and under the Investment Company Act of
1940, as amended, and any and all other instruments which such attorneys and
agents, or any of them, deem necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and the Investment Company
Act of 1940, as amended, the rules, regulations and requirements of the
Securities and Exchange Commission, and the securities or Blue Sky laws of any
state or other jurisdiction; and the undersigned hereby ratifies and confirms as
his own act and deed any and all that such attorneys and agents, or any of them,
shall do or cause to be done by virtue hereof. Any one of such attorneys and
agents shall have, and may exercise, all of the powers hereby conferred.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day of
February, 1998.

John R. Elder
- ------------------------------
John R. Elder

<PAGE>

CITIFUNDS INTERNATIONAL TRUST

The undersigned hereby constitutes and appoints John R. Elder, Susan Jakuboski,
Molly S. Mugler and Linda T. Gibson, and each of them, with full powers of
substitution as his true and lawful attorneys and agents to execute in his name
and on his behalf in any and all capacities the Registration Statements on Form
N-1A, and any and all amendments thereto, filed by CitiFunds International Trust
(on behalf of each of its series now or hereinafter created) (the "Registrant")
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and under the Investment Company Act of 1940, as amended, and any and
all other instruments which such attorneys and agents, or any of them, deem
necessary or advisable to enable the Registrant to comply with the Securities
Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the
rules, regulations and requirements of the Securities and Exchange Commission,
and the securities or Blue Sky laws of any state or other jurisdiction; and the
undersigned hereby ratifies and confirms as his own act and deed any and all
that such attorneys and agents, or any of them, shall do or cause to be done by
virtue hereof. Any one of such attorneys and agents shall have, and may
exercise, all of the powers hereby conferred.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day of
February, 1998.

Philip W. Coolidge
- ------------------------------
Philip W. Coolidge

<PAGE>

CITIFUNDS INTERNATIONAL TRUST

The undersigned hereby constitutes and appoints Philip W. Coolidge, John R.
Elder, Susan Jakuboski, Molly S. Mugler and Linda T. Gibson, and each of them,
with full powers of substitution as her true and lawful attorneys and agents to
execute in her name and on her behalf in any and all capacities the Registration
Statements on Form N-1A, and any and all amendments thereto, filed by CitiFunds
International Trust (on behalf of each of its series now or hereinafter created)
(the "Registrant") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and under the Investment Company Act of
1940, as amended, and any and all other instruments which such attorneys and
agents, or any of them, deem necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and the Investment Company
Act of 1940, as amended, the rules, regulations and requirements of the
Securities and Exchange Commission, and the securities or Blue Sky laws of any
state or other jurisdiction; and the undersigned hereby ratifies and confirms as
her own act and deed any and all that such attorneys and agents, or any of them,
shall do or cause to be done by virtue hereof. Any one of such attorneys and
agents shall have, and may exercise, all of the powers hereby conferred.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 6th day of
February, 1998.

Diana R. Harrington
- ------------------------------
Diana R. Harrington

<PAGE>

CITIFUNDS INTERNATIONAL TRUST

The undersigned hereby constitutes and appoints Philip W. Coolidge, John R.
Elder, Susan Jakuboski, Molly S. Mugler and Linda T. Gibson, and each of them,
with full powers of substitution as her true and lawful attorneys and agents to
execute in her name and on her behalf in any and all capacities the Registration
Statements on Form N-1A, and any and all amendments thereto, filed by CitiFunds
International Trust (on behalf of each of its series now or hereinafter created)
(the "Registrant") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and under the Investment Company Act of
1940, as amended, and any and all other instruments which such attorneys and
agents, or any of them, deem necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and the Investment Company
Act of 1940, as amended, the rules, regulations and requirements of the
Securities and Exchange Commission, and the securities or Blue Sky laws of any
state or other jurisdiction; and the undersigned hereby ratifies and confirms as
her own act and deed any and all that such attorneys and agents, or any of them,
shall do or cause to be done by virtue hereof. Any one of such attorneys and
agents shall have, and may exercise, all of the powers hereby conferred.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 6th day of
February, 1998.

Susan B. Kerley
- ------------------------------
Susan B. Kerley

<PAGE>
Exhibit 25(b)

THE PREMIUM PORTFOLIOS

The undersigned hereby constitutes and appoints Philip W. Coolidge, John R.
Elder, Susan Jakuboski, Molly S. Mugler and Linda T. Gibson, and each of them,
with full powers of substitution as his true and lawful attorneys and agents to
execute in his name and on his behalf in any and all capacities the Registration
Statements on Form N-1A, and any and all amendments thereto, filed by The
Premium Portfolios (on behalf of each of its series now or hereinafter created)
(the "Registrant") with the Securities and Exchange Commission under the
Investment Company Act of 1940, as amended, the Registration Statements on Form
N-1A, and any and all amendments thereto, to be executed by the Registrant and
filed by another registrant with the Securities and Exchange Commission under
the Investment Company Act of 1940, as amended, or under the Securities Act of
1933, as amended, and any and all other instruments which such attorneys and
agents, or any of them, deem necessary or advisable to enable the Registrant to
comply with the Investment Company Act of 1940, as amended, the rules,
regulations and requirements of the Securities and Exchange Commission, and the
securities or Blue Sky laws of any state or other jurisdiction; and the
undersigned hereby ratifies and confirms as his own act and deed any and all
that such attorneys and agents, or any of them, shall do or cause to be done by
virtue hereof. Any one of such attorneys and agents shall have, and may
exercise, all of the powers hereby conferred.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day of
February, 1998.

C. Oscar Morong, Jr.
- -----------------------------
C. Oscar Morong, Jr.
At Southampton, Bermuda

<PAGE>

THE PREMIUM PORTFOLIOS

The undersigned hereby constitutes and appoints Philip W. Coolidge, Susan
Jakuboski, Molly S. Mugler and Linda T. Gibson, and each of them, with full
powers of substitution as his true and lawful attorneys and agents to execute in
his name and on his behalf in any and all capacities the Registration Statements
on Form N-1A, and any and all amendments thereto, filed by The Premium
Portfolios (on behalf of each of its series now or hereinafter created) (the
"Registrant") with the Securities and Exchange Commission under the Investment
Company Act of 1940, as amended, the Registration Statements on Form N-1A, and
any and all amendments thereto, to be executed by the Registrant and filed by
another registrant with the Securities and Exchange Commission under the
Investment Company Act of 1940, as amended, or under the Securities Act of 1933,
as amended, and any and all other instruments which such attorneys and agents,
or any of them, deem necessary or advisable to enable the Registrant to comply
with the Investment Company Act of 1940, as amended, the rules, regulations and
requirements of the Securities and Exchange Commission, and the securities or
Blue Sky laws of any state or other jurisdiction; and the undersigned hereby
ratifies and confirms as his own act and deed any and all that such attorneys
and agents, or any of them, shall do or cause to be done by virtue hereof. Any
one of such attorneys and agents shall have, and may exercise, all of the powers
hereby conferred.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day of
February, 1998.

John R. Elder
- -----------------------------
John R. Elder
At Southampton, Bermuda

<PAGE>

THE PREMIUM PORTFOLIOS

The undersigned hereby constitutes and appoints Philip W. Coolidge, John R.
Elder, Susan Jakuboski, Molly S. Mugler and Linda T. Gibson, and each of them,
with full powers of substitution as his true and lawful attorneys and agents to
execute in his name and on his behalf in any and all capacities the Registration
Statements on Form N-1A, and any and all amendments thereto, filed by The
Premium Portfolios (on behalf of each of its series now or hereinafter created)
(the "Registrant") with the Securities and Exchange Commission under the
Investment Company Act of 1940, as amended, the Registration Statements on Form
N-1A, and any and all amendments thereto, to be executed by the Registrant and
filed by another registrant with the Securities and Exchange Commission under
the Investment Company Act of 1940, as amended, or under the Securities Act of
1933, as amended, and any and all other instruments which such attorneys and
agents, or any of them, deem necessary or advisable to enable the Registrant to
comply with the Investment Company Act of 1940, as amended, the rules,
regulations and requirements of the Securities and Exchange Commission, and the
securities or Blue Sky laws of any state or other jurisdiction; and the
undersigned hereby ratifies and confirms as his own act and deed any and all
that such attorneys and agents, or any of them, shall do or cause to be done by
virtue hereof. Any one of such attorneys and agents shall have, and may
exercise, all of the powers hereby conferred.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day of
February, 1998.

Elliott J. Berv
- -----------------------------
Elliott J. Berv
At Southampton, Bermuda

<PAGE>

THE PREMIUM PORTFOLIOS

The undersigned hereby constitutes and appoints Philip W. Coolidge, John R.
Elder, Susan Jakuboski, Molly S. Mugler and Linda T. Gibson, and each of them,
with full powers of substitution as his true and lawful attorneys and agents to
execute in his name and on his behalf in any and all capacities the Registration
Statements on Form N-1A, and any and all amendments thereto, filed by The
Premium Portfolios (on behalf of each of its series now or hereinafter created)
(the "Registrant") with the Securities and Exchange Commission under the
Investment Company Act of 1940, as amended, the Registration Statements on Form
N-1A, and any and all amendments thereto, to be executed by the Registrant and
filed by another registrant with the Securities and Exchange Commission under
the Investment Company Act of 1940, as amended, or under the Securities Act of
1933, as amended, and any and all other instruments which such attorneys and
agents, or any of them, deem necessary or advisable to enable the Registrant to
comply with the Investment Company Act of 1940, as amended, the rules,
regulations and requirements of the Securities and Exchange Commission, and the
securities or Blue Sky laws of any state or other jurisdiction; and the
undersigned hereby ratifies and confirms as his own act and deed any and all
that such attorneys and agents, or any of them, shall do or cause to be done by
virtue hereof. Any one of such attorneys and agents shall have, and may
exercise, all of the powers hereby conferred.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day of
February, 1998.

Mark T. Finn
- -----------------------------
Mark T. Finn
At Southampton, Bermuda

<PAGE>

THE PREMIUM PORTFOLIOS

The undersigned hereby constitutes and appoints Philip W. Coolidge, John R.
Elder, Susan Jakuboski, Molly S. Mugler and Linda T. Gibson, and each of them,
with full powers of substitution as his true and lawful attorneys and agents to
execute in his name and on his behalf in any and all capacities the Registration
Statements on Form N-1A, and any and all amendments thereto, filed by The
Premium Portfolios (on behalf of each of its series now or hereinafter created)
(the "Registrant") with the Securities and Exchange Commission under the
Investment Company Act of 1940, as amended, the Registration Statements on Form
N-1A, and any and all amendments thereto, to be executed by the Registrant and
filed by another registrant with the Securities and Exchange Commission under
the Investment Company Act of 1940, as amended, or under the Securities Act of
1933, as amended, and any and all other instruments which such attorneys and
agents, or any of them, deem necessary or advisable to enable the Registrant to
comply with the Investment Company Act of 1940, as amended, the rules,
regulations and requirements of the Securities and Exchange Commission, and the
securities or Blue Sky laws of any state or other jurisdiction; and the
undersigned hereby ratifies and confirms as his own act and deed any and all
that such attorneys and agents, or any of them, shall do or cause to be done by
virtue hereof. Any one of such attorneys and agents shall have, and may
exercise, all of the powers hereby conferred.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day of
February, 1998.

Walter E. Robb, III
- -----------------------------
Walter E. Robb, III
At Southampton, Bermuda

<PAGE>

THE PREMIUM PORTFOLIOS

The undersigned hereby constitutes and appoints John R. Elder, Susan Jakuboski,
Molly S. Mugler and Linda T. Gibson, and each of them, with full powers of
substitution as his true and lawful attorneys and agents to execute in his name
and on his behalf in any and all capacities the Registration Statements on Form
N-1A, and any and all amendments thereto, filed by The Premium Portfolios (on
behalf of each of its series now or hereinafter created) (the "Registrant") with
the Securities and Exchange Commission under the Investment Company Act of 1940,
as amended, the Registration Statements on Form N-1A, and any and all amendments
thereto, to be executed by the Registrant and filed by another registrant with
the Securities and Exchange Commission under the Investment Company Act of 1940,
as amended, or under the Securities Act of 1933, as amended, and any and all
other instruments which such attorneys and agents, or any of them, deem
necessary or advisable to enable the Registrant to comply with the Investment
Company Act of 1940, as amended, the rules, regulations and requirements of the
Securities and Exchange Commission, and the securities or Blue Sky laws of any
state or other jurisdiction; and the undersigned hereby ratifies and confirms as
his own act and deed any and all that such attorneys and agents, or any of them,
shall do or cause to be done by virtue hereof. Any one of such attorneys and
agents shall have, and may exercise, all of the powers hereby conferred.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day of
February, 1998.

Philip W. Coolidge
- -----------------------------
Philip W. Coolidge
At Southampton, Bermuda

<PAGE>
<ARTICLE> 6
<CIK> 0000866747
<NAME> LANDMARK INTERNATIONAL FUNDS
<SERIES>
<NUMBER> 001
<NAME> LANDMARK INTERNATIONAL EQUITY FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 0
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<SHARES-COMMON-PRIOR> 1,791,461
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<OVERDISTRIBUTION-NII> (31,806)
<ACCUMULATED-NET-GAINS> 515,186
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 589,436
<NET-ASSETS> 18,333,285
<DIVIDEND-INCOME> 410,947
<INTEREST-INCOME> 23,216
<OTHER-INCOME> 49,233
<EXPENSES-NET> 475,697
<NET-INVESTMENT-INCOME> 7,699
<REALIZED-GAINS-CURRENT> 1,836,248
<APPREC-INCREASE-CURRENT> (547,538)
<NET-CHANGE-FROM-OPS> 1,296,409
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (39,505)
<DISTRIBUTIONS-OF-GAINS> (1,553,863)
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<NUMBER-OF-SHARES-SOLD> 4,764,326
<NUMBER-OF-SHARES-REDEEMED> (19,962,458)
<SHARES-REINVESTED> 1,239,732
<NET-CHANGE-IN-ASSETS> (14,255,359)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 232,801
<OVERDISTRIB-NII-PRIOR> 0
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<GROSS-ADVISORY-FEES> 81,363
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 478,015
<AVERAGE-NET-ASSETS> 27,120,841
<PER-SHARE-NAV-BEGIN> 11.79
<PER-SHARE-NII> 0.01
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<PER-SHARE-DIVIDEND> (0.03)
<PER-SHARE-DISTRIBUTIONS> (0.94)
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<PER-SHARE-NAV-END> 11.42
<EXPENSE-RATIO> 1.75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000866747
<NAME> LANDMARK INTERNATIONAL FUNDS
<SERIES>
<NUMBER> 002
<NAME> LANDMARK EMERGING ASIAN MARKETS EQUITY FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 1,678,519
<RECEIVABLES> 5,000
<ASSETS-OTHER> 103
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,683,622
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 6,556,796
<SHARES-COMMON-STOCK> 459,156
<SHARES-COMMON-PRIOR> 1,043,605
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (34,999)
<ACCUMULATED-NET-GAINS> (3,183,160)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (1,656,584)
<NET-ASSETS> 1,682,053
<DIVIDEND-INCOME> 72,974
<INTEREST-INCOME> 28,808
<OTHER-INCOME> 0
<EXPENSES-NET> 129,624
<NET-INVESTMENT-INCOME> (27,842)
<REALIZED-GAINS-CURRENT> (2,194,588)
<APPREC-INCREASE-CURRENT> (2,510,458)
<NET-CHANGE-FROM-OPS> (4,732,888)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 180,599
<NUMBER-OF-SHARES-REDEEMED> (4,350,476)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (8,902,765)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (988,572)
<OVERDISTRIB-NII-PRIOR> (7,157)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 21,035
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 129,624
<AVERAGE-NET-ASSETS> 7,011,548
<PER-SHARE-NAV-BEGIN> 10.14
<PER-SHARE-NII> (0.07)
<PER-SHARE-GAIN-APPREC> 0.00
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<PER-SHARE-NAV-END> 3.66
<EXPENSE-RATIO> 1.85
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</TABLE>