US TREASURY RESERVES PORTFOLIO, POS AMI, 1997-12-23

US TREASURY RESERVES PORTFOLIO
POS AMI, 1997-12-23

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 1997
FILE NO. 811-6277
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

FORM N-1A

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 8

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 LLP
150 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110

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<PAGE>
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.

<PAGE>

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.

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 in "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.

<PAGE>

Investment Restrictions. Part B of this Registration Statement contains a
list of specific investment restrictions which govern the investment policies
of the Portfolio. 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.

PERMITTED INVESTMENTS AND 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.

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 53rd Street, New York, New York 10043. The Portfolio draws

<PAGE>

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 manages the assets of the Portfolio pursuant to an Investment
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 Investment 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 year. The Adviser has
voluntarily agreed to waive a portion of its investment advisory fee.

For the fiscal year ended August 31, 1997, the investment advisory fees
paid to Citibank, after waivers, were 0.06% 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 Investment Advisory Agreement and the activities
performed by it or its affiliates as sub-administrator of the Portfolio 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 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.

ADMINISTRATOR

CFBDS, Inc. ("CFBDS"), the Portfolio's administrator (the
"Administrator"), supervises the overall administration of the Portfolio. The
address of CFBDS is 6 St. James Avenue, Boston, Massachusetts 02116. CFBDS
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

<PAGE>

Portfolio. These Trustees and officers may be directors, officers or employees
of CFBDS 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.

CFBDS is a wholly-owned subsidiary 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 CFBDS. Citibank's compensation as sub-administrator
is paid by CFBDS.

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 CFBDS; 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
and the net income of 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 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, 1997, the
Portfolio's total expenses were 0.10% of its average net assets.

Item 6. Capital Stock and Other Securities.

Investments in the Portfolio have no preference, pre-emptive or
conversion 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, but 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

<PAGE>

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 is necessary in order to comply with the 1940 Act). 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 original issue and market discount) on
discount paper 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 distributions will
be managed in such a way that an investor in the Portfolio is able to satisfy
the requirements of Subchapter M of the Internal Revenue Code of 1986, as
amended, 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
once during each Business Day as of 12:00 noon, Eastern time. 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 CFBDS. CFBDS receives
no additional compensation for serving as the exclusive placement agent for the
Portfolio.

<PAGE>

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 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.

<PAGE>
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-3
Control Persons and Principal Holders
of Securities B-5
Investment Advisory and Other Services B-5
Brokerage Allocation and Other Practices B-7
Capital Stock and Other Securities B-8
Purchase, Redemption and Pricing of
Securities B-9
Tax Status B-10
Underwriters B-11
Calculations of Performance Data B-12
Financial Statements B-12

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 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

<PAGE>

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 to a loan has the right to
terminate the loan at any time on customary industry settlement notice (which
will not usually exceed three business 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 with respect to cash
collateral would also receive compensation based on investment of the cash
collateral (subject to a rebate payable to the borrower) or a fee from the
borrower in the event the collateral consists of securities. Where the borrower
provides the 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 its 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. In addition, the 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 the Portfolio would exceed 33 1/3% of the value of its net assets.

INVESTMENT RESTRICTIONS

The Portfolio has adopted the following policies which may not be changed
without approval by holders of a "majority of the outstanding voting
securities" 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 all or a portion of a beneficial interest in the
Portfolio while effecting an orderly liquidation of securities);

(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;

<PAGE>

(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.

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 portfolio securities held by the
Portfolio or a later change in the rating of a portfolio security held by the
Portfolio is not considered a violation of such 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 54) - Chairman and Director, Catalyst, Inc. (Management
Consultants) (since June, 1992); President, Chief Operating Officer and
Director, Deven International, Inc. (International Consultants) (June, 1991 to
June, 1992); President and Director, Elliott J. Berv & Associates (Management
Consultants) (since May, 1984). His address is 15 Stornoway Drive, Cumberland
Foreside, Maine.

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

MARK T. FINN (aged 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.

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

OFFICERS

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

<PAGE>

CHRISTINE A. DRAPEAU* (aged 27) - Assistant Secretary and Assistant Treasurer
of the Portfolio; Assistant Vice President, Signature Financial Group, Inc.
(since January, 1996); Paralegal and Compliance Officer, various financial
companies (July, 1992 to January, 1996); Graduate Student, Bentley College
(prior to December, 1994).

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

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

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

JAMES E. HOOLAHAN* (aged 50) - Vice President, Assistant Secretary and
Assistant Treasurer of the Portfolio; Senior Vice President, Signature
Financial Group, Inc.

SUSAN JAKUBOSKI* (aged 33) - Vice President, Assistant Secretary and Assistant
Treasurer of the Portfolio; 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* (aged 46) - Assistant Secretary and Assistant Treasurer of the
Portfolio; Vice President, Signature Financial Group, Inc.; Assistant
Secretary, CFBDS, Inc.

SHARON M. WHITSON* (aged 49) - Assistant Secretary and Assistant Treasurer of
the Portfolio; Assistant Vice President, Signature Financial Group, Inc. (since
November, 1992).

JULIE J. WYETZNER* (aged 38) - Vice President, Assistant Secretary and
Assistant Treasurer of the Portfolio; Vice President, Signature Financial
Group, Inc.

The Trustees and officers of the Portfolio also hold comparable positions
with certain other funds for which CFBDS, Inc. ("CFBDS") or an affiliate serves
as the distributor or administrator. Mr. Coolidge is also a Trustee of Landmark
Funds III, Landmark Premium Funds and CitiFunds 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.

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, 1997:
<TABLE>
<CAPTION>

PENSION OR
RETIREMENT BENEFITS TOTAL COMPENSATION
AGGREGATE ACCRUED AS ESTIMATED ANNUAL FROM REGISTRANT AND
COMPENSATION FROM PART OF FUND BENEFITS UPON FUND COMPLEX PAID
NAME OF PERSON, POSITION REGISTRANT EXPENSES RETIREMENT TO TRUSTEES(1)
<S> <C> <C> <C> <C>
Elliott J. Berv, Trustee $4,679.74 None None $55,000

Mark T. Finn, Trustee $4,101.32 None None $52,000

Walter E. Robb, III, Trustee $3,226.23 None None $50,000
</TABLE>

<PAGE>

- --------------------------------
(1) Messrs. Coolidge, Berv, Finn and Robb are trustees of 55, 31, 26 and 24
funds, respectively, in the family of open-end registered investment companies
advised or managed by Citibank.

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 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 CitiFunds 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 12/9/97)
-------------------------------------------------------------------

Landmark U.S. Treasury Reserves 38.22%

Premium U.S. Treasury Reserves 29.43%

Landmark Institutional U.S. Treasury Reserves 32.35%

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. Notwithstanding the foregoing, at any meeting
of shareholders of a 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 instructions it received for
all other shares of which that shareholder servicing agent is the holder of
record.

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.

<PAGE>

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 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 years ended
August 31, 1995, 1996 and 1997, the fees paid to the Adviser under the Advisory
Agreement, after waivers, were $395,313, $373,944 and $494,339, respectively.

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 CFBDS 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 Trustees and the Qualified Trustees.

Pursuant to an Administrative Services Agreement (the "Administrative
Services Agreement"), CFBDS 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 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. CFBDS 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 CFBDS 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 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 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.

<PAGE>

For these services under the Administrative Services Agreement, CFBDS
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
August 31, 1995 the fees paid to CFBDS under the Administrative Services
Agreement, after waivers, were $382,806. For the fiscal years ended August 31,
1996 and 1997, all fees payable to CFBDS under the Administrative Services
Agreement were voluntarily waived.

The Administrative Services Agreement provides that CFBDS may render
administrative services to others.

CFBDS 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 CFBDS. Citibank's sub-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 CFBDS as set forth above. For performing such
sub-administrative services, Citibank receives such compensation as is from
time to time agreed upon by CFBDS and Citibank, not in excess of the amount
paid to CFBDS 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 CFBDS.

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 investors in the Portfolio rather than by any formula.
The primary consideration is prompt execution of orders in an effective manner
at the most favorable price.

<PAGE>

Investment decisions for the Portfolio are 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 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 an affiliate of the
Adviser, in any case 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 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.

<PAGE>

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 as of 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.

The Portfolio normally 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, Martin
Luther King Jr. 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. On days when the financial
markets in which the Portfolio invests close early, the Portfolio's net asset
value is determined as of the close of these markets if such time is earlier
than the time at which the net the asset value is normally calculated.

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

<PAGE>

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, 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, expenses, capital gains or losses, credits and other items 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
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

<PAGE>

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) 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 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 CFBDS, 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.

<PAGE>

Item 23. Financial Statements.

The financial statements contained in the Annual Report of the Portfolio,
as filed with the Securities and Exchange Commission on October 28, 1997
(Accession Number 0000872191-97-000005), for the fiscal year ended August 31,
1997 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, 1997*

Statement of Assets and Liabilities at August 31, 1997*

Statement of Operations for the year ended August 31, 1997*

Statement of Changes in Net Assets for the years ended August 31, 1997
and August 31, 1996*

Financial Highlights for the years ended August 31, 1997, August 31,
1996, August 31, 1995 and August 31, 1994, the eight-month period ended
August 31, 1993 and the year ended December 31, 1992*

Notes to Financial Statements - August 31, 1997*

Independent Auditors' Report - October 6, 1997*

- ----------------
* Incorporated herein by reference to the Annual Report of the Registrant for
the fiscal year ended August 31, 1997, filed with the Securities and Exchange
Commission on the EDGAR system on October 28, 1997 (Accession Number
0000872191-97-000005).

(b) EXHIBITS

* 1(a) Declaration of Trust of the Registrant

* 1(b) Amendment to the Declaration of Trust of the Registrant

* 2 By-Laws of the Registrant

* 5 Investment Advisory Agreement between the Registrant and Citibank,
N.A., as investment adviser

* 6 Placement Agency Agreement between the Registrant and CFBDS, Inc.
(formerly known as The Landmark Funds Broker-Dealer Services, Inc.)
("CFBDS"), as exclusive placement agent

* 7 Custodian Contract between the Registrant and State Street Bank and
Trust Company ("State Street"), as custodian

* 9(a) Transfer Agency and Service Agreement between the Registrant and
State Street, as transfer agent

<PAGE>

* 9(b) Administrative Services Plan of the Registrant

* 9(c) Administrative Services Agreement between the Registrant and CFBDS,
as administrator

* 9(d) Sub-Administrative Services Agreement between CFBDS and Citibank,
N.A.

27 Financial Data Schedule
- -------------------------------------------------------------
* Incorporated herein by reference to Registrant's Registration Statement on
Form N-1A (File No. 811-6277) as filed with the Securities and Exchange
Commission on December 30, 1996.

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 19, 1997)

Beneficial Interests 3

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 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,
Short-Term Portfolio, Intermediate Income Portfolio, International Portfolio
and Foreign Bond Portfolio), The Premium Portfolios (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, Cash Reserves Portfolio, Landmark
Multi-State Tax Free Funds (Landmark New York Tax Free Reserves, Landmark
Connecticut Tax Free Reserves and Landmark California Tax Free Reserves),
Landmark Fixed Income Funds (Landmark Intermediate Income Fund), Landmark Tax
Free Income Funds (Landmark National Tax Free Income Fund and Landmark New York
Tax Free Income Fund), CitiFunds Institutional Trust (CitiFunds Institutional

<PAGE>

Cash Reserves) and Variable Annuity Portfolios (CitiSelect(R) VIP Folio 200,
CitiSelect(R) VIP Folio 300, CitiSelect(R) VIP Folio 400, CitiSelect(R) VIP
Folio 500 and Landmark Small Cap Equity VIP Fund). 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
Director, Retired Chairman and Chief Executive
Officer, PepsiCo, Inc.

Paul J. Collins Director, Kimberly-Clark Corporation

John M. Deutch Director, Ariad Pharmaceuticals, Inc.
Director, CMS Energy
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

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

William R. Rhodes Director, Private Export Funding
Corporation

<PAGE>

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

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 placement agent for the Registrant's series, is also the
placement agent for Large Cap Value Portfolio, Small Cap Value Portfolio,
Short-Term Portfolio, Intermediate Income Portfolio, International Portfolio,
Foreign Bond 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
and Cash Reserves Portfolio. CFBDS 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, CitiFunds Institutional Cash
Reserves, Landmark Tax Free Reserves, Landmark Institutional 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, CitiSelect(R) VIP Folio 200,
CitiSelect(R) VIP Folio 300, CitiSelect(R) VIP Folio 400, CitiSelect(R) VIP
Folio 500, Landmark Small Cap Equity VIP Fund, CitiSelect(R) Folio 200,
CitiSelect(R) Folio 300, CitiSelect(R) Folio 400 and CitiSelect(R) Folio 500.

(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).

<PAGE>

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. 6 St. James Avenue
(administrator and exclusive Boston, MA 02116
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 19th day of
December, 1997.

U.S. TREASURY RESERVES PORTFOLIO

By: Philip W. Coolidge
Philip W. Coolidge,
President

<PAGE>

EXHIBIT INDEX

Exhibit
No.: Description:

27 Financial Data Schedule

<ARTICLE> 6
<CIK> 0000872191
<NAME> U.S. TREASURY RESERVES PORTFOLIO

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-END> AUG-31-1997
<INVESTMENTS-AT-COST> 903,445,251
<INVESTMENTS-AT-VALUE> 903,445,251
<RECEIVABLES> 4,580,840
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 631
<TOTAL-ASSETS> 908,026,722
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 116,526
<TOTAL-LIABILITIES> 116,526
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 907,910,196
<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> 907,910,196
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 44,756,356
<OTHER-INCOME> 0
<EXPENSES-NET> 852,421
<NET-INVESTMENT-INCOME> 43,903,935
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 43,903,935
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,742,310,476
<NUMBER-OF-SHARES-REDEEMED> (1,646,108,001)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 140,106,410
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,279,172
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,063,955
<AVERAGE-NET-ASSETS> 853,138,709
<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>