As filed with the Securities and Exchange Commission on December 28, 1995
File No. 811-6277
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 6
U.S. Treasury Reserves Portfolio
(Exact Name of Registrant as Specified in Charter)
6 St. James Avenue, Boston, Massachusetts 02116
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: 617-423-1679
Philip W. Coolidge, 6 St. James Avenue, Boston, Massachusetts 02116
(Name and Address of Agent for Service)
with a copy to
Roger P. Joseph, Esq.
Bingham, Dana & Gould
150 Federal Street
Boston, Massachusetts 02110
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EXPLANATORY NOTE
This Registration Statement has been filed by the Registrant pursuant to
Section 8(b) of the Investment Company Act of 1940. However, beneficial
interests in the Registrant are not being registered under the Securities Act of
1933, as amended (the "1933 Act") since such interests will be issued solely in
private placement transactions which do not involve any "public offering" within
the meaning of Section 4(2) of the 1933 Act. Investments in the Registrant may
only be made by investment companies, insurance company separate accounts,
common or commingled trust funds or similar organizations or entities which are
"accredited investors" within the meaning of Regulation D under the 1933 Act.
This Registration Statement does not constitute an offer to sell, or the
solicitation of an offer to buy, any beneficial interests in the Registrant.
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PART A
Responses to Items 1 through 3 and 5A have been omitted pursuant to paragraph 4
of Instruction F of the General Instructions to Form N-1A.
Item 4. General Description of Registrant
U.S. Treasury Reserves Portfolio (the "Portfolio") is a no-load, open-end
management investment company which was organized as a trust under the laws of
the State of New York on January 17, 1991. Beneficial interests in the Portfolio
are issued solely in private placement transactions which do not involve any
"public offering" within the meaning of Section 4(2) of the Securities Act of
1933, as amended (the "1933 Act"). Investments in the Portfolio may only be made
by investment companies, insurance company separate accounts, common or
commingled trust funds or similar organizations or entities which are
"accredited investors" within the meaning of Regulation D under the 1933 Act.
This Registration Statement does not constitute an offer to sell, or the
solicitation of an offer to buy, any "security" within the meaning of the 1933
Act.
Investment Objective
The investment objective of the Portfolio is to provide its investors with
liquidity and as high a level of current income from U.S. Government obligations
as is consistent with the preservation of capital. The investment objective of
the Portfolio may be changed without the approval of the investors in the
Portfolio, but not without written notice thereof to the investors in the
Portfolio at least 30 days prior to implementing the change. There can, of
course, be no assurance that the investment objective of the Portfolio will be
achieved.
Investment Policies
The Portfolio seeks its objective by investing in short-term U.S.
Government obligations including U.S. Treasury bills, notes and bonds, and
instruments issued by U.S. Government agencies or instrumentalities which are
supported by the "full faith and credit" of the United States. At least 75% of
the Portfolio's net assets are invested in U.S. Treasury obligations. Although
the Portfolio invests in U.S. Government obligations, an investment in the
Portfolio is not insured or guaranteed by the U.S. Government. Under the
Investment Company Act of 1940, as amended (the "1940 Act") the Portfolio is
classified as "diversified." A "diversified investment company" 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 investment company and not more
than 10% of the voting securities of the issuer.
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Certain Additional Investment Policies
Maturity and Quality. All of the Portfolio's investments mature or are
deemed to mature within 397 days from the date of acquisition, and the average
maturity of the investments held by the Portfolio (on a dollar-weighted basis)
is 90 days or less. All of the Portfolio's investments are "high quality"
securities (i.e., securities rated in the highest rating category for short-term
obligations by at least two nationally recognized statistical rating
organizations (each, an "NRSRO") assigning a rating to the security or issuer
or, if only one NRSRO assigns a rating, that NRSRO or, in the case of an
investment which is not rated, of comparable quality as determined by Citibank,
N.A. ("Citibank"), the Portfolio's investment adviser (the "Adviser")) and are
determined by the Adviser, pursuant to power delegated by the Portfolio's Board
of Trustees, to present minimal credit risks. Investments in high quality,
short-term instruments may, in many circumstances, result in a lower yield than
would be available from investments in instruments with a lower quality or a
longer term.
Investment Restrictions. Part B of this Registration Statement contains a
list of specific investment restrictions which govern the investment policies of
the Portfolio. Certain of these specific restrictions may not be changed without
investor approval. Except as otherwise indicated, the Portfolio's investment
objective and policies may be changed without investor 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 Portfolio's securities will not be a violation of
policy.
Brokerage Transactions. The primary consideration in placing the
Portfolio'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.
Investment Practices
Treasury Receipts. The Portfolio may invest in Treasury Receipts, which are
unmatured interest coupons of U.S. Treasury bonds and notes which have been
separated and resold in a custodial receipt program administered by the U.S.
Treasury.
Lending of Portfolio Securities. Consistent with applicable regulatory
requirements and in order to generate additional income, the Portfolio 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 Portfolio would not exceed 33 1/3% of the
Portfolio's net assets.
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In the event of the bankruptcy of the other party to a securities loan,
the Portfolio could experience delays in recovering either the securities lent
or cash. To the extent that, in the meantime, the value of the securities lent
or sold have increased or the value of the securities purchased have decreased,
the Portfolio could experience a loss.
Private Placements and Illiquid Investments. The Portfolio may invest up
to 10% 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
Portfolio to sell them promptly at an acceptable price.
For more information regarding the Portfolio's permitted investments and
investment practices, see Part B of this Registration Statement.
Item 5. Management of the Portfolio.
Trustees
The Portfolio's Board of Trustees provides broad supervision over the
affairs of the Portfolio. A majority of the Portfolio's Trustees are not
affiliated with the Adviser. More information on the Trustees and officers of
the Portfolio appears in Part B of this Registration Statement.
Investment Adviser
Citibank. Citibank is the Portfolio's investment adviser. The address of
Citibank is 153 East 53 Street, New York, New York 10043. The Portfolio draws on
the strength and experience of Citibank. Citibank offers a wide range of banking
and investment services to customers across the United States and throughout the
world, and has been managing money since 1822. Its portfolio managers are
responsible for investing in money market, equity and fixed income securities.
Citibank and its affiliates manage more than $73 billion in assets worldwide,
including the Landmark Funds and Portfolios.
Citibank manages the assets of the Portfolio pursuant to an investment
advisory agreement ("Advisory Agreement"). Subject to policies set by the
Portfolio's Trustees, Citibank makes investment decisions for the Portfolio.
Advisory Fees. For its services under the Advisory Agreement, the Adviser
receives an investment advisory fee, which is accrued daily and paid monthly, of
0.15% of the Portfolio's average daily net assets on an annualized basis for the
Portfolio's then-current fiscal
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year. The Adviser has voluntarily agreed to waive a portion of its investment
advisory fee.
For the fiscal year ended August 31, 1995, the investment advisory fee
payable to Citibank was $1,148,418, of which $753,105 was voluntarily waived
(after waiver 0.15% of the Portfolio'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 Portfolio, 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 Portfolio 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 Portfolio. Citibank believes that its
services under the Advisory Agreement and the activities performed by it or its
affiliates as 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 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 for the Portfolio. If Citibank or its affiliates were to
be prevented from acting as the Adviser or sub-administrator, the Portfolio
would seek alternative means for obtaining these services. The Portfolio does
not expect that investors would suffer any adverse financial consequences as a
result of any such occurrence.
Administrative Services Plan
The Portfolio has an administrative services plan ("Administrative
Services Plan") which provides that the Portfolio may obtain the services of an
administrator, a transfer agent and a custodian, and may enter into agreements
providing for the payment of fees for such services. Under the 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 "Administrator" and "Transfer Agent,
Custodian and Fund Accountant" below.
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Administrator
The Landmark Funds Broker-Dealer Services, Inc. ("LFBDS"), the Portfolio's
administrator (the "Administrator"), supervises the overall administration of
the Portfolio. The address of LFBDS is 6 St. James Avenue, Boston, Massachusetts
02116. LFBDS provides certain administrative services to the Portfolio under an
administrative services agreement ("Administrative Services Agreement"). These
administrative services include providing general office facilities, supervising
the overall administration of the Portfolio, and providing persons satisfactory
to the Board of Trustees to serve as Trustees and officers of the Portfolio.
Such Trustees and officers may be directors, officers or employees of LFBDS or
its affiliates.
For these services, the Administrator receives fees accrued daily and paid
monthly of 0.05% of the assets of the Portfolio on an annualized basis for the
Portfolio's then-current fiscal year. The Administrator has voluntarily agreed
to waive a portion of the fees payable to it. For the fiscal year ended August
31, 1995, the fees payable to LFBDS under the Administrative Services Agreement
were $382,806 (all of which were voluntarily waived).
LFBDS is a wholly-owned subsidiaries of Signature Financial Group, Inc.
Sub-Administrator
Pursuant to a sub-administrative services agreement, Citibank performs
such sub-administrative duties for the Portfolio as from time to time are agreed
upon by Citibank and LFBDS. Citibank's compensation as sub-administrator is paid
by LFBDS.
Transfer Agent, Custodian and Fund Accountant
The Portfolio's transfer agent and dividend paying agent is State Street
Bank and Trust Company ("State Street"). State Street acts as the custodian of
the Portfolio's assets. State Street also provides fund accounting services to
the Portfolio and calculates the daily net asset value for the Portfolio. The
address of State Street is 225 Franklin Street, Boston, Massachusetts 02110.
Expenses
The Portfolio pays all of its expenses, including the compensation of its
Trustees who are not affiliated with LFBDS; governmental fees; interest charges;
taxes; membership dues in the Investment Company Institute allocable to the
Portfolio; fees and expenses of independent auditors, of legal counsel and of
any transfer agent, custodian, registrar or dividend disbursing agent of the
Portfolio; insurance premiums; expenses of calculating the net asset value of
and the net income on the Portfolio; expenses connected with the execution,
recording and settlement of security transactions; fees and expenses of the
custodian for all services to the Portfolio, including safekeeping
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of funds and securities and maintaining required books and accounts; expenses of
preparing and mailing reports to investors and to governmental officers and
commissions; and the advisory fees payable to the Adviser and the administrative
fees payable to the Administrator. For the fiscal year ended August 31, 1995,
the Portfolio's total expenses were 0.25% of its average net assets.
Item 6. Capital Stock and Other Securities.
Investments in the Portfolio have no preference, pre-emptive or conversion
or similar rights and are fully paid and non-assessable, except as set forth
below. The Portfolio is not required and has no current intention to hold annual
meetings of investors although the Portfolio holds special meetings of investors
when in the judgment of the Trustees it is necessary or desirable to submit
matters for an investor vote. Investors have under certain circumstances (e.g.,
upon application and submission of certain specified documents to the Trustees
by a specified number of investors) the right to communicate with other
investors in connection with requesting a meeting of investors for the purpose
of removing one or more Trustees. Investors also have the right to remove one or
more Trustees without a meeting by a declaration in writing by a specified
number of investors. Upon liquidation or dissolution of the Portfolio, investors
would be entitled to share pro rata in the net assets of the Portfolio available
for distribution to investors.
The Portfolio is organized as a trust under the laws of the State of New
York. Under the Declaration of Trust, the Trustees are authorized to issue
beneficial interests in the Portfolio. Each investor is entitled to a vote in
proportion to the value of its investment in the Portfolio. Investments in the
Portfolio may not be transferred, but an investor may withdraw all or any
portion of its investment at any time at net asset value. Investors in the
Portfolio (e.g., investment companies, insurance company separate accounts and
common and commingled trust funds) are each liable for all obligations of the
Portfolio. However, is not expected that the liabilities of the Portfolio would
ever exceed its assets.
The net income of the Portfolio is determined each day on which the New
York Stock Exchange is open for trading (a "Business Day") (and on such other
days as are deemed necessary in order to comply with Rule 22c-1 under the
Investment Company Act of 1940). This determination is made once during each
such day as of 12:00 noon, Eastern time. All the net income of the Portfolio, as
defined below, so determined is allocated pro rata among the investors in the
Portfolio at the time of such determination.
For this purpose, the net income of the Portfolio (from the time of the
immediately preceding determination thereof) consists of (i) all income accrued,
less the amortization of any premium, on the assets of the Portfolio, less (ii)
all actual and accrued expenses of the Portfolio determined in accordance with
generally accepted accounting principles. Interest income includes discount
earned (including both
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original issue and market discount) accrued ratably to the date of maturity and
any net realized gains or losses on the assets of the Portfolio.
It is intended that the Portfolio's assets, income and capital gain
distributions will be managed in such a way that an investor in the Portfolio
will be able to satisfy the requirements of Subchapter M of the Code, assuming
that the investor invested all of its investable assets in the Portfolio.
Item 7. Purchase of Securities.
Beneficial interests in the Portfolio are issued solely in private
placement transactions which do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. Investments in the Portfolio may only
be made by investment companies, insurance company separate accounts, common or
commingled trust funds or similar organizations or entities which are
"accredited investors" within the meaning of Regulation D under the 1933 Act.
This Registration Statement does not constitute an offer to sell, or the
solicitation of an offer to buy, any "security" within the meaning of the 1933
Act.
An investment in the Portfolio may be made without a sales load. All
investments are made at net asset value next determined after an order is
received by the Portfolio. The net asset value of the Portfolio is determined on
each Business Day. Securities are valued at amortized cost, which the Trustees
of the Portfolio have determined in good faith constitutes fair value for the
purposes of complying with the 1940 Act. This valuation method will continue to
be used until such time as the Trustees of the Portfolio determine that it does
not constitute fair value for such purposes.
There is no minimum initial or subsequent investment in the Portfolio.
However, since the Portfolio intends to be as fully invested at all times as is
reasonably practicable in order to enhance the yield on its assets, investments
must be made in federal funds (i.e., monies credited to the account of the
Portfolio's custodian bank by a Federal Reserve Bank).
The Portfolio reserves the right to cease accepting investments at any
time or to reject any investment order.
The exclusive placement agent for the Portfolio is LFBDS. LFBDS receives
no additional compensation for serving as the exclusive placement agent for the
Portfolio.
Item 8. Redemption or Repurchase.
An investor in the Portfolio may withdraw all or any portion of its
investment at any time at the net asset value next determined after a withdrawal
request in proper form is furnished by the investor to the Portfolio. The
proceeds of a withdrawal will be paid by the Portfolio in federal funds normally
on the Business Day the withdrawal is
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effected, but in any event within seven days. Investments in the Portfolio
may not be transferred.
The right of any investor to receive payment with respect to any
withdrawal may be suspended or the payment of the withdrawal proceeds postponed
during any period in which the New York Stock Exchange is closed (other than
weekends or holidays) or trading on such Exchange is restricted, or, to the
extent otherwise permitted by the 1940 Act, if an emergency exists.
Item 9. Pending Legal Proceedings.
Not applicable.
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PART B
Item 10. Cover Page.
Not applicable.
Item 11. Table of Contents.
Page
General Information and History B-1
Investment Objective and Policies B-1
Management of the Portfolio B-5
Control Persons and Principal Holders
of Securities B-8
Investment Advisory and Other Services B-8
Brokerage Allocation and Other Practices B-11
Capital Stock and Other Securities B-12
Purchase, Redemption and Pricing of
Securities B-13
Tax Status B-15
Underwriters B-17
Calculations of Performance Data B-17
Financial Statements B-17
Item 12. General Information and History.
Not applicable.
Item 13. Investment Objective and Policies.
The investment objective of U.S. Treasury Reserves Portfolio (the
"Portfolio") is to provide its investors with liquidity and as high a level of
current income from U.S. Government obligations as is consistent with the
preservation of capital. There can, of course, be no assurance that the
Portfolio will achieve its investment objective. The investment objective of the
Portfolio may be changed without the approval of the investors in the Portfolio.
The Portfolio seeks its investment objective by investing in issues of the
U.S. Treasury, such as bills, certificates of indebtedness, notes and bonds, and
issues of U.S. Government agencies and instrumentalities established under the
authority of an Act of Congress the obligations of which are supported by the
full faith and credit of the United States.
Lending of Securities
Consistent with applicable regulatory requirements and in order to generate
income, the 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
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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. The
Portfolio would have the right to call a loan and obtain the securities loaned
at any time on customary industry settlement notice (which will not usually
exceed five days). During the existence of a loan, the Portfolio would continue
to receive the equivalent of the interest or dividends paid by the issuer on the
securities loaned and would also receive compensation based on investment of the
collateral. The Portfolio would not, however, have the right to vote any
securities having voting rights during the existence of the loan, but would call
the loan in anticipation of an important vote to be taken among holders of the
securities or of the giving or withholding of their consent on a material matter
affecting the investment. As with other extensions of credit, there are risks of
delay in recovery or even loss of rights in the collateral should the borrower
fail financially. However, the loans would be made only to entities deemed by
Citibank, N.A. ("Citibank"), the Portfolio's investment adviser (the "Adviser")
to be of good standing, and when, in the judgment of the Adviser, the
consideration which can be earned currently from loans of this type justifies
the attendant risk. If the Adviser determines to make loans, it is not intended
that the value of the securities loaned by the Portfolio would exceed 33 1/3% of
the value of its net assets.
The approval of the investors in the Portfolio is not required to change
the investment policies discussed above or in Part A of this Registration
Statement.
Investment Restrictions
The Portfolio has adopted the following policies which may not be changed
without approval by holders of a "majority of the outstanding shares" of the
Portfolio, which as used in this Registration Statement means the vote of the
lesser of (i) 67% or more of the outstanding "voting securities" of the
Portfolio present at a meeting, if the holders of more than 50% of the
outstanding "voting securities" of the Portfolio are present or represented by
proxy, or (ii) more than 50% of the outstanding "voting securities" of the
Portfolio. The term "voting securities" as used in this paragraph has the same
meaning as in the Investment Company Act of 1940, as amended (the "1940 Act").
The Portfolio may not:
(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 value of its net assets, including the amount borrowed (moreover, the
Portfolio may not purchase any securities at any time at which borrowings exceed
5% of its total assets (taken at market value)) (it is intended that the
Portfolio would borrow money only from banks and only to accommodate requests
for the withdrawal of
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all or a portion of a beneficial interest in the Portfolio while effecting an
orderly liquidation of securities); for additional related restrictions, see
clause (i) under the caption "State and Federal Restrictions" below;
(2) purchase any security or evidence of interest therein on margin,
except that the 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 insofar as the
Portfolio may technically be deemed an underwriter under the Securities Act of
1933, as amended (the "1933 Act"), in selling a security;
(4) make loans to other persons except (a) through the lending of
securities held by the Portfolio, but not in excess of 33 1/3% of the
Portfolio's net assets, (b) through the use of 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 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; for additional related restrictions, see clause
(x) under the caption "State and Federal Restrictions" below;
(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 Portfolio reserves the freedom of action to
hold and to sell real estate acquired as a result of the ownership of securities
by the Portfolio);
(6) concentrate its investments in any particular industry; or
(7) 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.
State and Federal Restrictions: In order to comply with certain state and
federal statutes and regulatory policies, the Portfolio will not as a matter of
operating policy:
(i) borrow money for any purpose in excess of 10% of its total assets
(taken at cost),
(ii) pledge, mortgage or hypothecate for any purpose in excess of 10% of
its net assets (taken at market value),
(iii) sell any security which it does not own unless by virtue of its
ownership of other securities the Portfolio has at the time of sale a right to
obtain securities, without payment of further consideration,
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equivalent in kind and amount to the securities sold; provided, that if such
right is conditional the sale is made upon the same conditions,
(iv) invest for the purpose of exercising control or
management,
(v) purchase securities issued by any registered investment company,
except by purchase in the open market where no commission or profit to a sponsor
or dealer results from such purchase other than the customary broker's
commission, or except when such purchase, though not made in the open market, is
part of a plan of merger or consolidation; provided, however, that the Portfolio
will not purchase the securities of any registered investment company if such
purchase at the time thereof would cause more than 10% of its total assets
(taken at the greater of cost or market value) to be invested in the securities
of such issuers or would cause more than 3% of the outstanding voting securities
of any such issuer to be held by the Portfolio; and provided, further, that the
Portfolio shall not purchase securities issued by any open-end investment
company,
(vi) taken together with any investments described in clause (x) below,
invest more than 10% of its net assets in securities that are not readily
marketable, including debt securities for which there is no established market
and repurchase agreements maturing in more than seven days,
(vii) purchase securities of any issuer if such purchase at the time
thereof would cause the Portfolio to hold more than 10% of any class of
securities of such issuer, for which purposes all indebtedness of an issuer
shall be deemed a single class,
(viii) purchase or retain any securities issued by an issuer any of whose
officers, directors, trustees or security holders is an officer or Trustee of
the Portfolio, or is an officer or director of the Adviser, if after the
purchase of the securities of such issuer by the Portfolio one or more of such
persons owns beneficially more than 1/2 of 1% of the shares or securities, or
both, all taken at market value, of such issuer, and such persons owning more
than 1/2 of 1% of such shares or securities together own beneficially more than
5% of such shares or securities, or both, all taken at market value,
(ix) write, purchase or sell any put or call option or
any combination thereof,
(x) taken together with any investments described in clause (vi) above,
invest in securities which are subject to legal or contractual restrictions on
resale (other than repurchase agreements maturing in not more than seven days)
if, as a result thereof, more than 10% of its net assets (taken at market value)
would be so invested (including repurchase agreements maturing in more than
seven days),
(xi) 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 Portfolio, or
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(xii) make short sales of securities or maintain a short position, unless
at all times when a short position is open it owns an equal amount of such
securities or securities convertible into or exchangeable, without payment of
any further consideration, for securities of the same issue as, and equal in
amount to, the securities sold short, and unless not more than 10% of the net
assets of the Portfolio (taken at market value) is held as collateral for such
sales at any one time. The Portfolio does not presently intend to make such
sales.
These policies are not fundamental and may be changed by the Portfolio
without the approval of the investors in the Portfolio in response to changes in
the various state and federal requirements.
Percentage and Rating Restrictions: If a percentage or a rating
restriction on investment or utilization of assets set forth above or referred
to elsewhere in this Registration Statement 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 held by the Portfolio or a
later change in the rating of a security held by the Portfolio is not considered
a violation of policy.
Item 14. Management of the Portfolio.
The Trustees and officers of the Portfolio and their principal occupations
during the past five years are set forth below. Their titles may have varied
during that period. Asterisks indicate that those Trustees and officers are
"interested persons" (as defined in the 1940 Act) of the Portfolio. Unless
otherwise indicated below, the address of each Trustee and officer is 6 St.
James Avenue, Boston, Massachusetts 02116.
Trustees
ELLIOTT J. BERV (aged 52) - Chairman and Director, Catalyst, Inc. (Management
Consultants) (since August, 1992); President, Chief Operating Officer and
Director, Deven International, Inc. (International Consultants) (June, 1991
to July, 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* (aged 44) - President of the Portfolio; Chairman, Chief
Executive Officer and President, Signature Financial Group, Inc. and The
Landmark Funds Broker-Dealer Services, Inc. (since December, 1988).
MARK T. FINN (aged 52) - 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.
<PAGE>
WALTER E. ROBB, III (aged 69) - 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
PHILIP W. COOLIDGE* (aged 44) - President of the Portfolio; Chairman, Chief
Executive Officer and President, Signature Financial Group, Inc. and The
Landmark Funds Broker-Dealer Services, Inc. (since December, 1988).
DAVID G. DANIELSON* (aged 30) - Assistant Treasurer of the Portfolio;
Assistant Manager, Signature Financial Group, Inc. (since May, 1991);
Graduate Student, Northeastern University (April, 1990 to March, 1991).
JOHN R. ELDER* (aged 47) - Treasurer of the Portfolio; Vice President,
Signature Financial Group, Inc. (since April, 1995); Treasurer of the
Phoenix Family of Mutual Funds, Phoenix Home Life Mutual Insurance
Company (1983 to March, 1995).
LINDA T. GIBSON* (aged 30) - Assistant Secretary of the Portfolio; Legal
Counsel, Signature Financial Group, Inc. (since June, 1991); Law Student,
Boston University School of Law (September, 1989 to May, 1992); Product
Manager, Signature Financial Group, Inc. (January, 1989 to September, 1989).
JAMES S. LELKO, JR.* (aged 30) - Assistant Treasurer of the Portfolio;
Assistant Manager, Signature Financial Group, Inc. (since January, 1993);
Senior Tax Compliance Accountant, the Putnam Companies (September, 1988 to
December, 1992).
THOMAS M. LENZ* (aged 37) - Secretary of the Portfolio; Vice President and
Associate General Counsel, Signature Financial Group, Inc. (since November,
1989); Assistant Secretary, Signature Broker-Dealer Services, Inc. (since
February, 1991); Attorney, Ropes & Gray (September, 1984 to November, 1989).
MOLLY S. MUGLER* (aged 44) - Assistant Secretary of the Portfolio; Legal
Counsel and Assistant Secretary, Signature Financial Group, Inc. (since
December, 1988); Assistant Secretary, The Landmark Funds Broker-Dealer
Services, Inc. (since December, 1988).
BARBARA M. O'DETTE* (aged 36) - Assistant Treasurer of the Portfolio;
Assistant Treasurer, Signature Financial Group, Inc. and The Landmark Funds
Broker-Dealer Services, Inc. (since December, 1988).
ANDRES E. SALDANA* (aged 33) - Assistant Secretary of the Portfolio; Legal
Counsel and Assistant Secretary, Signature Financial Group, Inc. (since
November, 1992); Attorney, Ropes & Gray (September, 1990 to November, 1992).
<PAGE>
DANIEL E. SHEA* (aged 33) - Assistant Treasurer of the Portfolio; Assistant
Manager of Fund Administration, Signature Financial Group, Inc. (since
November, 1993); Supervisor and Senior Technical Advisor, Putnam Investments
(prior to 1990).
The Trustees and officers of the Portfolio also hold comparable positions
with certain other funds for which LFBDS or an affiliate serves as the
distributor or administrator. Mr. Coolidge is also a Trustee of Landmark Funds
III, Landmark Premium Funds and Landmark Institutional Trust, open-end
investment companies, series of each of which are investors in the Portfolio,
and each officer of the Portfolio holds the same position with those investment
companies. Each officer of the Portfolio holds similar positions with Excelsior
Funds, an open-end registration investment company, a series of which is an
investor in the Portfolio.
The Trustees of the Portfolio (with the exception of Mr. Coolidge, who
received no remuneration from the Portfolio) received the following remuneration
from the Portfolio during its fiscal year ended August 31, 1995:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Pension or Total
Retirement Compensation
Benefits from Registrant
Aggregate Accrued as Estimated and Fund
Name of Person, Compensation Part of Fund Annual Benefits Complex Paid to
Position from Registrant Expenses Upon Retirement Trustees(1)
Elliott J. Berv,
Trustee $5,100.79 -- -- $40,000.00
Mark T. Finn,
Trustee $4,666.33 -- -- $40,000.00
Walter E. Robb, III,
Trustee $5,807.18 -- -- $44,500.00
- --------------------------------
(1) Messrs. Berv, Finn and Robb are trustees of 12, 14 and 12 funds,
respectively, of the Landmark Family of Funds.
</TABLE>
The Portfolio's Declaration of Trust provides that it 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
Portfolio, unless, as to liability to the Portfolio or its 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 Portfolio. 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 or in a written opinion of independent counsel, that such
officers or Trustees have not
<PAGE>
engaged in willful misfeasance, bad faith, gross negligence or reckless
disregard of their duties.
Item 15. Control Persons and Principal Holders of Securities.
Premium U.S. Treasury Reserves, a series of Landmark Premium Funds,
Landmark U.S. Treasury Reserves, a series of Landmark Funds III, Landmark
Institutional U.S. Treasury Reserves, a series of Landmark Institutional Trust
and Excelsior Institutional Treasury Money Fund, a series of Excelsior Funds
(the "Funds") own all of the beneficial interests in the Portfolio. The
following is a list of the record holders of beneficial interests in the
Portfolio:
Beneficial Interest
Name of Record Holder (as of 12/18/95)
Landmark U.S. Treasury Reserves 39%
Premium U.S. Treasury Reserves 41%
Landmark Institutional U.S.
Treasury Reserves 19%
Excelsior Institutional Treasury
Money Market Fund 1%
The Funds are registered investment companies which have informed the
Portfolio that whenever requested to vote on matters pertaining to the
Portfolio, each will hold a meeting of shareholders and will cast its vote as
instructed by its shareholders.
Item 16. Investment Advisory and Other Services.
Citibank manages the assets of the Portfolio pursuant to an investment
advisory agreement (the "Advisory Agreement"). Subject to such policies as the
Board of Trustees of the Portfolio may determine, the Adviser manages the
securities of the Portfolio and makes investment decisions for the Portfolio.
The Adviser furnishes at its own expense all services, facilities and personnel
necessary in connection with managing the Portfolio's investments and effecting
securities transactions for the Portfolio. The 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 or by a vote of a majority of the
outstanding voting securities of the Portfolio, and, in either case, by a
majority of the Trustees of the Portfolio 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.
The Advisory Agreement provides that the Adviser may render services to
others. The Advisory Agreement is terminable by the Portfolio without penalty on
not more than 60 days' nor less than 30 days' written notice when authorized
either by a vote of a majority of the outstanding voting securities of the
Portfolio or by a vote of a majority of its Board of Trustees, or by the Adviser
on not more than 60
<PAGE>
days' nor less than 30 days' written notice, and will automatically terminate in
the event of its assignment. The 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 Portfolio, except for willful
misfeasance, bad faith or gross negligence or reckless disregard of its or their
obligations and duties under the Advisory Agreement.
Part A of this Registration Statement contains a description of the fees
payable to the Adviser under the Advisory Agreement. For the fiscal year ended
December 31, 1992, the investment advisory fee paid to the Adviser by the
Portfolio pursuant to the Advisory Agreement was $933,117. For the eight-month
period ended August 31, 1993, the fee payable to the Adviser by the Portfolio
pursuant to the Advisory Agreement was $570,108. For the fiscal year ended
August 31, 1994, the fees payable to Citibank under the Advisory Agreement were
$850,924 (of which $506,109 was voluntarily waived). For the fiscal year ended
August 31, 1995, the fees payable to Citibank under the Advisory Agreement were
$1,148,418 (of which $753,105 was voluntarily waived).
The Portfolio has adopted an Administrative Services Plan (the
"Administrative Plan") which provides that the Portfolio may obtain the services
of an administrator, a transfer agent and a custodian, and may enter into
agreements providing for the payment of fees for such services. Under the
Administrative Plan, the administrative services fee payable to LFBDS may not
exceed 0.05% of the Portfolio's average daily net assets on an annualized basis
for its then-current fiscal year. The Administrative Plan continues in effect if
such continuance is specifically approved at least annually by a vote of both a
majority of the Portfolio's Trustees and a majority of the Portfolio's Trustees
who are not "interested persons" of the Portfolio and who have no direct or
indirect financial interest in the operation of the Administrative Plan or in
any agreement related to such Plan ("Qualified Trustees"). The Administrative
Plan requires that the Portfolio 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 Plan. The Administrative
Plan may be terminated at any time by a vote of a majority of the Portfolio's
Qualified Trustees or by a vote of a majority of the outstanding voting
securities of the Portfolio. The 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 and
may not be materially amended in any case without a vote of the majority of both
the Portfolio's Trustees and the Portfolio's Qualified Trustees.
Pursuant to an Administrative Services Agreement (the "Administrative
Services Agreement"), LFBDS provides the Portfolio with general office
facilities and supervises the overall administration of the Portfolio,
including, among other responsibilities, the negotiation of contracts and fees
with, and the monitoring of performance and
<PAGE>
billings of, the independent contractors and agents of the Portfolio; the
preparation and filing of all documents required for compliance by the Portfolio
with applicable laws and regulations; and arranging for the maintenance of books
and records of the Portfolio. LFBDS provides persons satisfactory to the Board
of Trustees of the Portfolio to serve as Trustees and officers of the Portfolio.
Such Trustees and officers may be directors, officers or employees of LFBDS or
its affiliates.
The Administrative Services Agreement continues in effect if such
continuance is specifically approved at least annually by the Portfolio's Board
of Trustees or by a vote of a majority of the outstanding voting securities of
the Portfolio and, in either case, by a majority of the Trustees of the
Portfolio who are not parties to the Administrative Services Agreement or
interested persons of any such party. The Administrative Services Agreement
terminates automatically if it is assigned and may be terminated without penalty
by a vote of a majority of the outstanding voting securities in the Portfolio or
by either party on not more than 60 days' nor less than 30 days' written notice.
The Administrative Services Agreement also provides that neither LFBDS, as the
Administrator, nor its personnel shall be liable for any error of judgment or
mistake of law or for any act or omission in the administration or management of
the Portfolio, 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 Administrative Services Agreement. The
Administrative Services Agreement was most recently approved by the Portfolio's
Board of Trustees on May 5, 1995.
For these services under the Administrative Services Agreement, LFBDS
receives a fee accrued daily and paid monthly at an annual rate which may not
exceed 0.05% of the average daily net assets of the Portfolio on an annualized
basis for the Portfolio's then-current fiscal year. For the fiscal year ended
December 31, 1992, the fee payable to LFBDS under the Administrative Services
Agreement was $311,039 (of which $72,119 was voluntarily waived). For the
eight-month period ended August 31, 1993, the fee payable to LFBDS under the
Administrative Services Agreement was $190,036 (all of which was voluntarily
waived). For the fiscal year ended August 31, 1994, the fee payable to LFBDS
under the Administrative Services Agreement was $283,642 (all of which was
voluntarily waived). For the fiscal year ended August 31, 1995, the fee payable
to LFBDS under the Administrative Services Agreement was $382,806 (all of which
was voluntarily waived).
The Administrative Services Agreement provides that LFBDS may render
administrative services to others.
LFBDS is a wholly-owned subsidiary of Signature Financial Group, Inc., a
Delaware corporation.
Pursuant to a sub-administrative services agreement, Citibank performs
such sub-administrative duties for the Portfolio as are from time to time agreed
upon by Citibank and LFBDS. Citibank's sub-
<PAGE>
administrative duties may include providing equipment and clerical personnel
necessary for maintaining the organization of the Portfolio, participation in
the preparation of documents required for compliance by the Portfolio with
applicable laws and regulations, preparation of certain documents in connection
with meetings of Trustees and investors in the Portfolio, and other functions
which would otherwise be performed by LFBDS as set forth above. For performing
such sub-administrative services, Citibank receives such compensation as is from
time to time agreed upon by LFBDS and Citibank, not in excess of the amount paid
to LFBDS for its services under the Administrative Services Agreement discussed
above (i.e., not more than 0.05% per annum of the average daily net assets of
the Portfolio). All such compensation is paid by LFBDS.
The Portfolio has entered into a Transfer Agency Agreement and a Custodian
Agreement with State Street Bank and Trust Company ("State Street") pursuant to
which State Street acts as transfer agent and custodian for the Portfolio. The
principal business address of State Street is 225 Franklin Street, Boston,
Massachusetts 02110.
Deloitte & Touche LLP are the independent certified public accountants for
the Portfolio, providing audit services and assistance and consultation with
respect to the preparation of filings with the Securities and Exchange
Commission. The principal business address of Deloitte & Touche LLP is 125
Summer Street, Boston, Massachusetts 02110.
Item 17. Brokerage Allocation and Other Practices.
The Portfolio's purchases and sales of portfolio securities usually are
principal transactions. Portfolio securities are normally purchased directly
from the issuer or from an underwriter or market maker for the securities. There
usually are no brokerage commissions paid for such purchases. The Portfolio does
not anticipate paying brokerage commissions. Any transaction for which the
Portfolio pays a brokerage commission will be effected at the best price and
execution available. Purchases from underwriters of portfolio securities include
a commission or concession paid by the issuer to the underwriter, and purchases
from dealers serving as market makers include the spread between the bid and
asked price.
Allocation of transactions, including their frequency, to various dealers
is determined by the Adviser in its best judgment and in a manner deemed to be
in the best interest of shareholders of the Portfolio rather than by any
formula. The primary consideration is prompt execution of orders in an effective
manner at the most favorable price.
Investment decisions for the Portfolio will be made independently from
those for any other account or investment company that is or may in the future
become managed by the Adviser or its affiliates. If, however, the Portfolio and
other investment companies or accounts managed by the Adviser are
contemporaneously engaged in the purchase or sale of the same security, the
<PAGE>
transactions may be averaged as to price and allocated equitably to each
account. In some cases, this policy might adversely affect the price paid or
received by the Portfolio or the size of the position obtainable for the
Portfolio. In addition, when purchases or sales of the same security for the
Portfolio and for other investment companies or accounts managed by the Adviser
occur contemporaneously, the purchase or sale orders may be aggregated in order
to obtain any price advantages available to large denomination purchases or
sales.
No transactions are executed with the Adviser, or with any affiliate of
the Adviser, acting either as principal or as broker.
Item 18. Capital Stock and Other Securities.
Under the Declaration of Trust, the Trustees are authorized to issue
beneficial interests in the Portfolio. Investors are entitled to participate pro
rata in distributions of taxable income, loss, gain and credit of the Portfolio.
Upon liquidation or dissolution of the Portfolio, investors are entitled to
share pro rata in the Portfolio's net assets available for distribution to its
investors. Investments in the Portfolio have no preference, pre-emptive,
conversion or similar rights and are fully paid and non-assessable, except as
set forth below. Investments in the Portfolio may not be transferred.
Certificates representing an investor's beneficial interest in the Portfolio are
issued only upon the written request of an investor.
Each investor is entitled to a vote in proportion to the value of its
investment in the Portfolio. Investors in the Portfolio do not have cumulative
voting rights, and investors holding more than 50% of the aggregate beneficial
interest in the Portfolio may elect all of the Trustees of the Portfolio if they
choose to do so and in such event the other investors in the Portfolio would not
be able to elect any Trustee. The Portfolio is not required and has no current
intention to hold annual meetings of investors, but the Portfolio holds special
meetings of investors when in the judgment of the Portfolio's Trustees it is
necessary or desirable to submit matters for an investor vote. No material
amendment may be made to the Portfolio's Declaration of Trust without the
affirmative vote of a majority of the outstanding voting securities of the
Portfolio.
The Portfolio may enter into a merger or consolidation, or sell all or
substantially all of its assets, if approved by the vote of two-thirds of the
outstanding voting securities of the Portfolio, except that if the Trustees of
the Portfolio recommend such merger, consolidation or sale of assets, the
approval by vote of a majority of the outstanding voting securities of the
Portfolio would be sufficient. The Portfolio may also be terminated (i) upon
liquidation and distribution of its assets, if approved by the vote of
two-thirds of the outstanding voting securities of the Portfolio or (ii) by the
Trustees of the Portfolio by written notice to its investors.
The Portfolio is organized as a trust under the laws of the State of New
York. Investors in the Portfolio are personally liable for its
<PAGE>
obligations and liabilities, subject, however, to indemnification by the
Portfolio in the event that there is imposed upon an investor a greater portion
of the liabilities and obligations of the Portfolio than its proportionate
beneficial interest in the Portfolio. The Declaration of Trust also provides
that the Portfolio shall maintain appropriate insurance (e.g., fidelity bonding
and errors and omissions insurance) for the protection of the Portfolio, its
investors, Trustees, officers, employees and agents covering possible tort and
other liabilities. Thus, the risk of an investor incurring financial loss on
account of investor 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 the Portfolio would ever
exceed its assets.
The Portfolio's Declaration of Trust further provides that obligations of
the Portfolio are not binding upon the Trustees individually but only upon the
property of the Portfolio and that the Trustees will not be liable for any
action or failure to act, but nothing in the Declaration of Trust protects a
Trustee against any liability to which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of his office.
Each investor in the Portfolio may add to or reduce its investment in the
Portfolio on each business day. At 12:00 noon, Eastern time, on each such
business day, the value of each investor's interest in the Portfolio is
determined by multiplying the net asset value of the Portfolio by the percentage
representing that investor's share of the aggregate beneficial interests in the
Portfolio effective for that day. Any additions or withdrawals, which 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 12:00 noon, Eastern time, 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 12:00 noon, Eastern time, 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 12:00 noon, Eastern time, on the following business day
of the Portfolio.
Item 19. Purchase, Redemption and Pricing of Securities.
Beneficial interests in the Portfolio are issued solely in private
placement transactions which do not involve any "public offering" within the
meaning of Section 4(2) of the Securities Act of 1933. Investments in the
Portfolio may only be made by investment companies, insurance company separate
accounts, common or commingled trust funds or similar
<PAGE>
organizations or entities which are "accredited investors" within the meaning of
Regulation D under the 1933 Act. This Registration Statement does not constitute
an offer to sell, or the solicitation of an offer to buy, any "security" within
the meaning of the 1933 Act.
The Portfolio determines its net asset value as of 12:00 noon, Eastern
time, on each day on which the New York Stock Exchange is open for trading. As
of the date of this Registration Statement, the New York Stock Exchange will be
open for trading every weekday except for the following holidays (or the days on
which they are observed): New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Purchases
and withdrawals will be effected at the time of determination of net asset value
next following the receipt of any purchase or withdrawal order.
The securities held by the Portfolio are valued at their amortized cost.
Amortized cost valuation involves valuing an instrument at its cost and
thereafter assuming a constant amortization to maturity of any discount or
premium. If fluctuating interest rates or other factors cause the market value
of the securities held by the Portfolio to deviate more than 1/2 of 1% from
their value determined on the basis of amortized cost, the Portfolio's Board of
Trustees will consider whether any action should be initiated, as described in
the following paragraph. Although the amortized cost method provides certainty
in valuation, it may result in periods during which the stated value of an
instrument is higher or lower than the price the Portfolio would receive if the
instrument were sold.
Pursuant to the rules of the Securities and Exchange Commission, the
Portfolio's Board of Trustees has established procedures to stabilize the value
of the Portfolio's net assets within 1/2 of 1% of the value determined on the
basis of amortized cost. These procedures include a review of the extent of any
such deviation of net asset value, based on available market quotations. Should
that deviation exceed 1/2 of 1%, the Portfolio's Board of Trustees would
consider whether any action should be initiated to eliminate or reduce material
dilution or other unfair results to the investors in the Portfolio. Such action
may include withdrawal in kind, selling its securities prior to maturity and
utilizing a net asset value as determined by using available market quotations.
The Portfolio maintains a dollar-weighted average maturity of 90 days or less,
does not purchase any instrument with a remaining maturity greater than 397 days
or subject to a repurchase agreement having a duration of greater than 397 days,
limits its investments, including repurchase agreements, to those U.S.
dollar-denominated instruments that have been determined by or on behalf of the
Portfolio's Board of Trustees to present minimal credit risks and complies with
certain reporting and recordkeeping procedures. The Portfolio has also
established procedures to ensure that securities purchased by it meet its high
quality criteria.
Subject to compliance with applicable regulations, the Portfolio has
reserved the right to pay the redemption price of beneficial interests in the
Portfolio, either totally or partially,
<PAGE>
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 beneficial interests
being redeemed. If a holder of beneficial interests received a distribution in
kind, such holder could incur brokerage or other charges in converting the
securities to cash.
The Portfolio may suspend the right of redemption or postpone the date of
payment for beneficial interests in the Portfolio more than seven days during
any period when (a) trading in the markets the Portfolio normally utilizes is
restricted, or an emergency, as defined by the rules and regulations of the
Securities and Exchange Commission exists making disposal of the Portfolio's
investments or determination of its net asset value not reasonably practicable;
(b) the New York Stock Exchange is closed (other than customary weekend and
holiday closings); or (c) the Securities and Exchange Commission has by order
permitted such suspension.
Item 20. Tax Status.
The Portfolio is organized as a trust under New York law. The Portfolio
has determined, on the basis of an opinion of special tax counsel, that it is
properly treated as a partnership for federal and New York income tax purposes.
Accordingly, the Portfolio is not subject to any income tax, but each investor
in the Portfolio must take into account its share of the Portfolio's ordinary
income and capital gains in determining its income tax liability. The
determination of such share is made in accordance with the governing instruments
of the Portfolio and the Internal Revenue Code of 1986, as amended (the "Code"),
and regulations promulgated thereunder.
The Portfolio's tax year-end is August 31. Although, as described above,
the Portfolio is not subject to federal income tax, it files appropriate federal
income tax returns.
The Portfolio believes that, in the case of an investor in the Portfolio
that seeks to qualify as a regulated investment company ("RIC") under the Code,
the investor should be treated for federal income tax purposes as an owner of an
undivided interest in the assets and operations of the Portfolio, and
accordingly should be deemed to own a proportionate share of each of the assets
of the Portfolio and should be entitled to treat as earned by it the portion of
the Portfolio's gross income attributable to that share. The Portfolio also
believes that each such investor should be deemed to hold its proportionate
share of the Portfolio's assets for the period the Portfolio has held the assets
or for the period the investor has been a partner in the Portfolio, whichever is
shorter. Each such investor should consult its tax advisers regarding whether,
in light of its particular tax status and any special tax rules applicable to
it, this approach applies to its investment in the Portfolio, or whether the
Portfolio should be treated, as to it, as a separate
<PAGE>
entity as to which the investor has no direct interest in Portfolio assets or
operations.
In order to enable an investor in the Portfolio that is otherwise eligible
to qualify as a RIC under the Code to so qualify, the Portfolio intends to
satisfy the requirements of Subchapter M of the Code relating to the nature of
the Portfolio's gross income and the composition (diversification) and holding
period of the Portfolio's assets as if those requirements were directly
applicable to the Portfolio, and to allocate and permit withdrawals of its net
investment income and any net realized capital gains in a manner that will
enable an investor that is a RIC to comply with the qualification requirements
imposed by Subchapter M of the Code.
The Portfolio will allocate at least annually among its investors each
investor's distributive share of the Portfolio's net investment income
(including net investment income derived from interest on U.S. Treasury
obligations), net realized capital gains, and any other items of income, gain,
loss, deduction, or credit in a manner intended to comply with the Code and
applicable Treasury regulations.
To the extent the cash proceeds of any withdrawal or distribution exceed
an investor's adjusted tax basis in its partnership interest in the Portfolio,
the investor will generally recognize gain for federal income tax purposes. If,
upon a complete withdrawal (i.e., a redemption of its entire interest in the
Portfolio), the investor's adjusted tax basis in its partnership interest in the
Portfolio exceeds the proceeds of the withdrawal, the investor will generally
recognize a loss for federal income tax purposes. An investor's adjusted tax
basis in its partnership interest in the Portfolio will generally be the
aggregate price paid therefor, increased by the amounts of its distributive
share of items of realized net income (including income, if any, exempt from
Federal income tax) and gain, and reduced, but not below zero, by the amounts of
its distributive share of items of realized net loss and the amounts of any
distributions received by the investor.
Portfolio income allocated to investors that is derived from interest on
obligations of the U.S. Government and certain of its agencies and
instrumentalities (but generally not from capital gains realized upon the
disposition of such obligations) may be exempt from state and local taxes. The
Portfolio intends to advise investors of the extent, if any, to which its income
consists of such interest. Investors are urged to consult their tax advisers
regarding the possible exclusion of such portion of the income allocated to them
by the Portfolio for state and local income tax purposes.
There are certain tax issues which will be relevant to only certain of the
Portfolio's investors, specifically, investors which are segregated asset
accounts and investors who contribute assets other than cash to the Portfolio.
It is intended that such segregated asset accounts will be able to satisfy
diversification requirements applicable
<PAGE>
to them and that such contributions of assets will not be taxable provided
certain requirements are met.
The above discussion does not address the special tax rules applicable to
certain classes of investors, such as tax-exempt entities, insurance companies,
and financial institutions, or the state, local, or non-United States tax laws
that may be applicable to certain investors. Investors should consult their own
tax advisers with respect to the special tax rules that may apply in their
particular situations, as well as the state, local, or foreign tax consequences
to them of investing in the Portfolio.
Item 21. Underwriters.
The exclusive placement agent for the Portfolio is LFBDS, which receives
no additional compensation for serving in this capacity. Investment companies,
insurance company separate accounts, common and commingled trust funds and
similar organizations and entities may continuously invest in the Portfolio.
Item 22. Calculations of Performance Data.
Not applicable.
Item 23. Financial Statements.
The financial statements contained in the Annual Report of the Portfolio
(Accession Number 872191-95-000004) for the fiscal year ended August 31, 1995
are incorporated by reference into this Statement of Additional Information.
A copy of the Annual Report of the Portfolio accompanies this Statement of
Additional Information.
<PAGE>
PART C
Item 24. Financial Statements and Exhibits.
(a) Financial Statements Included in Part A:
Not applicable.
Financial Statements Included in Part B:
Portfolio of Investments at August 31, 1995*
Statement of Assets and Liabilities at August 31, 1995*
Statement of Operations for the year ended August 31, 1995*
Statement of Changes in Net Assets for the years ended August 31, 1995
and August 31, 1994*
Financial Highlights for the years ended August 31, 1995 and August 31,
1994, the eight-month period ended August 31, 1993, the year ended
December 31, 1992 and the period from March 1, 1991 (commencement of
operations) to December 31, 1991*
Notes to Financial Statements - August 31, 1995*
Independent Auditors' Report - September 30, 1995*
- ----------------
* Incorporated herein by reference to the Annual Report of the Registrant for
the fiscal year ended August 31, 1995, filed with the Securities and Exchange
Commission on the EDGAR system on or about October 26, 1995 (Accession Number
872191-95-000004).
(b) Exhibits
* 1 Copy of the Declaration of Trust of the Registrant
* 2 By-Laws of the Registrant
* 5 Advisory Agreement between the Registrant and Citibank,
N.A. ("Citibank")
* 8 Form of Custodian Agreement between the Registrant and
State Street Bank and Trust Company ("State Street"), as
custodian
* 9(a) Form of Transfer Agency Agreement between the Registrant
and State Street, as transfer agent
<PAGE>
** 9(b) Administrative Services Agreement between the Registrant
and The Landmark Funds Broker-Dealer Services, Inc.
("LFBDS"), as administrator
** 9(c) Sub-Administrative Services Agreement between LFBDS and
Citibank
11 Consent of Deloitte & Touche LLP, independent auditors of
the Registrant
* 13 Copies of investment representation letters from initial
investors
27 Financial Data Schedule
- ------------
* Incorporated by reference to the Registrant's Registration Statement on Form
N-1A as filed with the Securities and Exchange Commission on February 6,
1991.
** Incorporated by reference to Amendment No. 3 to the Registrant's
Registration Statement on Form N-1A as filed with the Securities and
Exchange Commission on January 3, 1994.
Item 25. Persons Controlled by or under Common Control with Registrant.
Not applicable.
Item 26. Number of Holders of Securities.
(1) (2)
Title of Class Number of Record Holders
(as of December 15, 1995)
Beneficial Interests 5
Item 27. Indemnification.
Reference is hereby made to Article V of the Registrant's Declaration of
Trust, filed as an Exhibit to 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 errors and omissions liability
insurance policies. The Registrant and its officers are also insured under the
fidelity bond required by Rule 17g-1 under the Investment Company Act of 1940.
Item 28. Business and Other Connections of Investment Adviser.
Citibank, N.A. ("Citibank") is a commercial bank offering a wide range of
banking and investment services to customers across the United
<PAGE>
States and around the world. Citibank is a wholly-owned subsidiary of Citicorp,
a registered bank holding company. Citibank also serves as investment adviser to
the following registered investment companies (or series thereof): The Premium
Portfolios (Balanced Portfolio, Equity Portfolio, Government Income Portfolio,
International Equity Portfolio, Emerging Asian Markets Equity Portfolio and
Small Cap Equity Portfolio), Tax Free Reserves Portfolio, Cash Reserves
Portfolio, Landmark Multi-State Tax Free Funds (Landmark California Tax Free
Reserves, Landmark Connecticut Tax Free Reserves, Landmark New York Tax Free
Reserves), Landmark Fixed Income Funds (Landmark Intermediate Income Fund),
Landmark Tax Free Income Funds (Landmark New York Tax Free Income Fund and
Landmark National Tax Free Income Fund) and Landmark VIP Funds (Landmark VIP
U.S. Government Portfolio, Landmark VIP Balanced Portfolio, Landmark VIP Equity
Portfolio and Landmark VIP International Equity Portfolio). As of December 31,
1994, Citibank and its affiliates managed assets in excess of $73 billion
worldwide. The principal place of business of Citibank is located at 399 Park
Avenue, New York, New York 10043.
The Chairman of the Board and a Director of Citibank is John S. Reed. The
following are Vice Chairmen of the Board and Directors of Citibank: Paul J.
Collins, Pei-yuan Chia, William R. Rhodes and H. Onno Ruding. Other directors of
Citibank are D. Wayne Calloway, Chairman and Chief Executive Officer, PepsiCo,
Inc., Purchase, New York; Colby H. Chandler, Former Chairman and Chief Executive
Officer, Eastman Kodak Company; Kenneth T. Derr, Chairman and Chief Executive
Officer, Chevron Corporation; H.J. Haynes, Senior Counselor, Bechtel Group,
Inc., San Francisco, California; Rozanne L. Ridgway, President, The Atlantic
Council of the United States; Robert B. Shapiro, President and Chief Operating
Officer, Monsanto Company; Frank A. Shrontz, Chairman and Chief Executive
Officer, Boeing Company, Seattle, Washington; Mario Henrique Simonsen, Vice
Chairman, Brazilian Institute of Economics, The Getulio Vargas Foundation; Roger
B. Smith, Former Chairman and Chief Executive Officer, General Motors
Corporation; Franklin A. Thomas, President, The Ford Foundation, New York, New
York; and Edgar S. Woolard, Jr., Chairman and Chief Executive Officer, E.I.
DuPont De Nemours & Company.
Each of the individuals named above is also a Director of Citicorp. In
addition, the following persons have the affiliations indicated:
D. Wayne Calloway Director, Exxon Corporation
Director, General Electric Company
Director, PepsiCo., Inc.
Colby H. Chandler Director, Digital Equipment Corporation
Director, Ford Motor Company
Director, J.C. Penney Company, Inc.
Pei-yuan Chia None
Paul J. Collins Director, Kimberly-Clark Corporation
<PAGE>
Kenneth T. Derr Director, Chevron Corporation
Director, Potlatch Corporation
H.J. Haynes Director, Bechtel Group, Inc.
Director, Boeing Company
Director, Fremont Group, Inc.
Director, Hewlett-Packard Company
Director, Paccar Inc.
Director, Saudi Arabian Oil Company
John S. Reed Director, Monsanto Company
Director, Philip Morris Companies,
Incorporated
Stockholder, Tampa Tank & Welding, Inc.
William R. Rhodes Director, Private Export Funding Corporation
Rozanne L. Ridgway Director, 3M
Director, Bell Atlantic Corporation
Director, Boeing Company
Director, Emerson Electric Company
Member-International Advisory Board,
New Perspective Fund, Inc.
Director, RJR Nabisco, Inc.
Director, Sara Lee Corporation
Director, Union Carbide Corporation
H. Onno Ruding Member, Board of Supervisory Directors,
Amsterdam Trustee's Kantoor
Board Member, Corning Incorporated
Advisor, Intercena (C&A) (Netherlands)
Member, Board of Supervisory Directors,
Pechiney Nederland N.V.
Member, Board of Advisers, Robeco N.V.
Advisory Director, Unilever N.V.
Advisory Director, Unilever PLC
Robert B. Shapiro Director, G.D. Searle & Co.
Director, Liposome Technology, Inc.
Director, Monsanto Company
Director, The Nutrasweet Company
Frank A. Shrontz Director, 3M
Director, Baseball of Seattle, Inc.
Director, Boeing Company
Director, Boise Cascade Corp.
Mario Henrique Simonsen Director, Companhia Bozano Simonsen
Comercioe E Industria
Director, Companhia Monteia & Aranha
President, Simposium Consultoria E
Servicos Tecnicos LTDA
<PAGE>
Roger B. Smith Director, International Paper Company
Director, Johnson & Johnson
Director, Pepsico, Inc.
Director, Rubatex Corporation
Franklin A. Thomas Director, Aluminum Company of America
Director, American Telephone & Telegraph Co.
Director, CBS, Inc.
Director, Cummins Engine Company, Inc.
Director, Pepsico, Inc.
Edgar S. Woolard, Jr. Director, E.I. DuPont De Nemours &
Company
Director, International Business
Machines Corp.
Director, Seagram Company, Ltd.
Item 29. Principal Underwriters.
(a) The Landmark Funds Broker-Dealer Services, Inc. ("LFBDS"), the
Registrant's Distributor, is also the distributor for Landmark International
Equity Fund, Landmark Emerging Asian Markets Equity Fund, Landmark U.S. Treasury
Reserves, Landmark Cash Reserves, Premium U.S. Treasury Reserves, Premium Liquid
Reserves, Landmark Institutional U.S. Treasury Reserves, Landmark Institutional
Liquid Reserves, Landmark Tax Free Reserves, Landmark California Tax Free
Reserves, Landmark Connecticut Tax Free Reserves, Landmark New York Tax Free
Reserves, Landmark U.S. Government Income Fund, Landmark Intermediate Income
Fund, Landmark Balanced Fund, Landmark Equity Fund, Landmark Small Cap Equity
Fund, Landmark National Tax Free Income Fund, Landmark New York Tax Free Income
Fund, and Landmark VIP Funds (Landmark VIP U.S. Government Portfolio, Landmark
VIP Balanced Portfolio, Landmark VIP Equity Portfolio and Landmark VIP
International Equity Portfolio). LFBDS is also the placement agent for
International Equity Portfolio, Balanced Portfolio, Equity Portfolio, Small Cap
Equity Portfolio, Government Income Portfolio, Emerging Asian Markets Equity
Portfolio, Cash Reserves Portfolio, and Tax Free Reserves Portfolio.
(b) The information required by this item 29 with respect to each director
and officer of LFBDS is incorporated by reference to Schedule A of Form BD filed
by LFBDS pursuant to the Securities and Exchange Act of 1934 (File No. 8-32417).
(c) Not applicable.
Item 30. Location of Accounts and Records.
The accounts and records of the Registrant are located, in whole or in
part, at the office of the Registrant and the following locations:
<PAGE>
Name Address
The Landmark Funds 6 St. James Avenue
Broker-Dealer Services, Inc. Boston, MA 02116
(administrator and exclusive
placement agent)
State Street Bank and Trust State Street South
Company (custodian and 1776 Heritage Drive
transfer agent) North Quincy, MA 02171
Citibank, N.A. 153 East 53rd Street
(investment adviser) New York, NY 10043
Item 31. Management Services.
Not applicable.
Item 32. Undertakings.
Not applicable.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment to its Registration Statement on Form
N-1A to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Boston and Commonwealth of Massachusetts on the 27th day of
December, 1995.
U.S. TREASURY RESERVES PORTFOLIO
By: Philip W. Coolidge
Philip W. Coolidge,
President
<PAGE>
EXHIBIT INDEX
Number
11 Consent of Deloitte & Touche LLP, independent
auditors of the Registrant
27 Financial Data Schedule
EXHIBIT 11
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the use in Part B, constituting part of Amendment No. 6 of the
Registration Statement (File No. 811-6277) on Form N-1A, of our report dated
October 9, 1995, accompanying the Statement of Assets and Liabilities of U.S.
Treasury Reserves Portfolio contained in such Registration Statement and the
use of our name, and the statement with respect to us, as appearing under the
heading "Investment Advisory and Other Services" in Part B.
Deloitte & Touche LLP
Boston, Massachusetts
December 27, 1995
[ARTICLE] 6
[CIK] 0000872191
[NAME] U. S. TREASURY RESERVES PORTFOLIO
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-mos
[FISCAL-YEAR-END] Aug-31-1995
[PERIOD-END] Aug-31-1995
[INVESTMENTS-AT-COST] 881,236,026
[INVESTMENTS-AT-VALUE] 881,236,026
[RECEIVABLES] 603,261
[ASSETS-OTHER] 1,210
[OTHER-ITEMS-ASSETS] 54,248
[TOTAL-ASSETS] 881,894,745
[PAYABLE-FOR-SECURITIES] 49,545,333
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 0
[TOTAL-LIABILITIES] 49,545,333
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 832,258,377
[SHARES-COMMON-STOCK] 0
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 0
[NET-ASSETS] 832,258,377
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 41,794,322
[OTHER-INCOME] 0
[EXPENSES-NET] 765,221
[NET-INVESTMENT-INCOME] 41,029,101
[REALIZED-GAINS-CURRENT] 0
[APPREC-INCREASE-CURRENT] 0
[NET-CHANGE-FROM-OPS] 41,029,101
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 2,996,270,146
[NUMBER-OF-SHARES-REDEEMED] (2,931,609,982)
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 105,689,265
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 1,148,418
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 1,901,132
[AVERAGE-NET-ASSETS] 765,612
[PER-SHARE-NAV-BEGIN] 0.00
[PER-SHARE-NII] 0.00
[PER-SHARE-GAIN-APPREC] 0.00
[PER-SHARE-DIVIDEND] 0.00
[PER-SHARE-DISTRIBUTIONS] 0.00
[RETURNS-OF-CAPITAL] 0.00
[PER-SHARE-NAV-END] 0.00
[EXPENSE-RATIO] 0.10
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
