LANDMARK INSTITUTIONAL TRUST, N-30B-2, 1996-10-29

LANDMARK INSTITUTIONAL TRUST
N-30B-2, 1996-10-29

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<PAGE>
TRUSTEES AND OFFICERS
Philip W. Coolidge*, President
Riley C. Gilley
Diana R. Harrington
Susan B. Kerley
*Affiliated Person of Administrator and Distributor

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

INVESTMENT ADVISER
(OF CASH RESERVES PORTFOLIO):
Citibank, N.A.
153 East 53rd Street, New York, NY 10043

ADMINISTRATOR AND DISTRIBUTOR
The Landmark Funds Broker-Dealer Services, Inc.
6 St. James Avenue, Boston, MA 02116
(617) 423-1679

TRANSFER AGENT AND CUSTODIAN
State Street Bank and Trust Company
225 Franklin Street, Boston, MA 02110

AUDITORS
Price Waterhouse LLP
160 Federal Street, Boston, MA 02110

LEGAL COUNSEL
Bingham, Dana & Gould
150 Federal Street, Boston, MA 02110

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

SHAREHOLDER SERVICING AGENTS
(See Inside Cover)

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

IM/ILR/A/96 Printed on Recycled Paper [recycle symbol]

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

INSTITUTIONAL

- --------------------------------------------------------------------------------
LANDMARK
INSTITUTIONAL
LIQUID RESERVES
- --------------------------------------------------------------------------------

ANNUAL
REPORT
August 31, 1996
<PAGE>

- ------------------------------------------------------------------------------
A Letter To Our Shareholders

Dear Shareholder:

The fiscal year ended August 31, 1996 saw widely divergent economic
conditions. While the first half of the period was characterized by modest
economic growth and declining interest rates, the second half experienced more
robust growth and rising interest rates. Taxable money market rates followed
this overall trend, falling modestly during the first half of the period and
rising modestly during the second half. Yet, these fluctuations were not nearly
as large in magnitude as the changes in yields of longer term bonds, confirming
once again the suitability of money market funds for keeping liquid assets
secure.

Throughout the period, Landmark Funds' investment adviser, Citibank, N.A.,
managed Cash Reserves Portfolio in a manner consistent with the objective stated
in its prospectus: providing liquidity and as high a level of current income as
is consistent with the preservation of capital. The Fund seeks to offer an
attractive yield and a competitive expense ratio by investing in a high-quality
portfolio of short-term domestic and foreign dollar-denominated money market
instruments.

This Annual Report reviews the Fund's investment activities and performance
over the past 12 months, and provides a summary of Citibank's perspective on the
financial markets and outlook for the foreseeable future. On behalf of the Board
of Trustees of the Landmark Funds, I want to thank our shareholders for their
participation and support. We look forward to serving you in the months and
years ahead.

/s/ Philip Coolidge

Philip W. Coolidge
President
September 20, 1996

<PAGE>
TABLE OF CONTENTS
LANDMARK INSTITUTIONAL LIQUID RESERVES
- -------------------------------------------------------------------------------
1 Letter to Shareholders
- -------------------------------------------------------------------------------
2 Market Environment
Fund Snapshot
- -------------------------------------------------------------------------------
Fund Quotes
3 The Portfolio Manager Responds
Strategy and Outlook
- -------------------------------------------------------------------------------
4 Fund Data
7-Day Yield Comparisons
- -------------------------------------------------------------------------------
5 Statement of Assets and Liabilities
Statement of Operations
- -------------------------------------------------------------------------------
6 Statement of Changes in Net Assets
Financial Highlights
- -------------------------------------------------------------------------------
7 Notes to Financial Statements
- -------------------------------------------------------------------------------
8 Independent Auditor's Report
- -------------------------------------------------------------------------------
CASH RESERVES PORTFOLIO
- -------------------------------------------------------------------------------
9 Portfolio of Investments
- -------------------------------------------------------------------------------
11 Statement of Assets and Liabilities
Statement of Operations
- -------------------------------------------------------------------------------
12 Statement of Changes in Net Assets
Financial Highlights
- -------------------------------------------------------------------------------
13 Notes to Financial Statements
- -------------------------------------------------------------------------------
14 Independent Auditors' Report
- -------------------------------------------------------------------------------

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

During the first half of the reporting period, most bond yields declined in
response to moderate economic growth and lower short-term interest rates. During
the next six months, however, a stronger-than-expected economy caused a marked
reversal of this trend. Strong consumer and capital spending, supported by
widespread gains in employment, took many fixed-income investors by surprise.
Because a strong economy has the potential to kindle an acceleration of
inflation, investors bid up the yields of most fixed-income securities including
taxable money market securities.

As a result of the unexpected level of economic strength during the first
eight months of 1996, many investors expected the Federal Reserve Board to move
toward a more restrictive monetary policy by raising key short-term interest
rates. By August, this expectation led to an environment in which differences in
yields among securities with maturities between one day and one year had grown
to wider-than-normal levels. If the Federal Reserve does indeed raise short-term
interest rates modestly, money market yields may not change much as such a move
may already be incorporated in prevailing rates. On the other hand, if the
Federal Reserve does not change its monetary policy and the rate of economic
growth cools over the coming months, yield differences may narrow to more normal
levels and money market rates may decline modestly.

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

COMMENCEMENT OF OPERATIONS
October 2, 1992

NET ASSETS AS OF 8/31/96
$1,257.1 million

FUND OBJECTIVE
To provide its shareholders with liquidity and as high a level of current income
as is consistent with the preservation of capital.

DIVIDENDS
Declared daily, paid monthly

BENCHMARKS
o Lipper Taxable Institutional Money Market Funds Average
o IBC/Donoghue Institutional Taxable Money Market Funds Average

INVESTMENT ADVISER, CASH RESERVES PORTFOLIO
Citibank, N.A.
<PAGE>

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

"We emphasized money market instruments over U.S. Treasury bills because we
were, in effect, being paid in the form of higher yields to accept the slightly
less liquid characteristics of those instruments."

"The Federal Reserve Board has done a good job of balancing the forces under its
control to produce a mild economic expansion without inflationary pressures."

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

Late in 1995, when the economy was growing slowly and interest rates were
declining, we managed the Portfolio relatively conservatively by maintaining its
average maturity at a point slightly longer than neutral. Such a position
enabled us to maintain higher yields for a slightly longer period. By February,
however, when it became clear that the economy was growing at a higher rate than
we anticipated and the possibility of a tighter monetary policy arose, we
shortened the Portfolio's average maturity to keep funds available for higher
yielding securities as they became available. Subsequently, in April, when it
became apparent that investors had already incorporated such a Fed tightening
into money market yields, we extended the average maturity again, and we have
maintained that stance through the end of the reporting period.

In the beginning of the year, the Portfolio was composed of highly liquid
Treasury securities and high quality bank certificates of deposit. That helped
us weather market volatility and maintain liquidity. During the second half of
the year, however, we favored money market instruments such as commercial paper
and repurchase agreements for their yield advantages. Of course, we continually
reassess these positions as the yield and liquidity relationships among the
various sectors of the short-term fixed-income marketplace change.

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

As of the end of the reporting period, the economy was at a crossroads.
Investors in virtually all of the financial markets were waiting for signs that
the economy would move decisively in one direction or another. Data indicating
strong economic growth would be expected to cause the Federal Reserve Board to
raise short-term interest rates for the first time since early 1995, which would
likely produce higher yields for money market instruments. Slower economic
growth would be expected to have the opposite effect.

At Citibank, we believe that the most likely course is that the economy
will moderate in the months ahead, keeping interest rates at relatively low
levels. As a result, we expect to keep the Portfolio's average maturity at the
long end of neutral in order to maximize yields. As the economic environment
changes, we will actively manage the Portfolio by adjusting its average
maturity. In addition, we will continue to search the markets for high-quality
securities that help us generate competitive levels of income and preserve
capital for our shareholders.

- ------------------------------------------------------------------------------
FUND DATA All Periods Ended August 31, 1996

<TABLE>
<CAPTION>
TOTAL RETURNS
------------------------
SINCE
ONE 10/2/92
YEAR (INCEPTION)*
---------- ----------
<S> <C> <C>
Landmark Institutional Liquid Reserves............................ 5.66% 4.61%
Lipper Taxable Institutional Money Market Funds Average........... 5.33% 4.30%+
<FN>

* Average Annual Total Return
+ From 9/30/92
</TABLE>

7-DAY YIELDS
- -------------
Annualized Current 5.30%
Effective 5.44%

The Annualized Current 7-Day Yield reflects the amount of income generated by
the investment during that seven-day period and assumes that the income is
generated each week over a 365 day period. The yield is shown as a percentage of
the investment.

The Effective 7-Day Yield is calculated similarly, but when annualized the
income earned by the investment during that seven-day period is assumed to be
reinvested. The effective yield is slightly higher than the current yield
because of the compounding effect of this assumed reinvestment.

IMPORTANT TAX INFORMATION
- -------------------------
For the fiscal year ended August 31, 1996, the Fund paid $0.05521 per share to
shareholders from net investment income. For such period 12.0% of dividends paid
were derived from interest earned from U.S. Government and U.S. Government
agency obligations.

<PAGE>

7-DAY YIELD COMPARISONS
Comparison of 7-Day Yield for Landmark Institutional Liquid Reserves vs.
IBC/Donoghue Institutional Taxable Money Market Funds Average
PLOT POINTS

IBC/Donoghue
Institutional
Landmark Taxable Money
Institutional Market Funds
Liquid Reserves Average

9/5/95 5.84% 5.53%
9/12/95 5.81% 5.52%
9/19/95 5.86% 5.53%
9/26/95 5.82% 5.50%
10/3/95 5.96% 5.56%
10/10/95 5.79% 5.49%
10/17/95 5.82% 5.50%
10/24/95 5.78% 5.49%
10/31/95 5.81% 5.52%
11/7/95 5.80% 5.55%
11/14/95 5.80% 5.50%
11/21/95 5.83% 5.51%
11/28/95 5.90% 5.53%
12/5/95 5.81% 5.49%
12/12/95 5.78% 5.48%
12/19/95 5.77% 5.50%
12/26/95 5.74% 5.46%
1/2/96 5.62% 5.45%
1/9/96 5.72% 5.42%
1/16/96 5.55% 5.35%
1/23/96 5.57% 5.33%
1/30/96 5.56% 5.30%
2/6/96 5.45% 5.21%
2/13/96 5.35% 5.14%
2/20/96 5.32% 5.10%
2/27/96 5.29% 5.07%
3/5/96 5.42% 5.08%
3/12/96 5.24% 5.01%
3/19/96 5.34% 5.06%
3/26/96 5.24% 5.03%
4/2/96 5.28% 4.79%
4/9/96 5.22% 5.03%
4/16/96 5.24% 5.04%
4/23/96 5.23% 5.02%
4/30/96 5.29% 4.75%
5/7/96 5.23% 5.02%
5/14/96 5.23% 5.02%
5/21/96 5.24% 5.03%
5/28/96 5.24% 5.01%
6/4/96 5.28% 5.02%
6/11/96 5.26% 5.01%
6/18/96 5.28% 5.02%
6/25/96 5.32% 5.04%
7/2/96 5.32% 5.07%
7/9/96 5.34% 5.07%
7/16/96 5.27% 5.06%
7/23/96 5.28% 5.08%
7/30/96 5.30% 5.10%
8/6/96 5.43% 5.14%
8/13/96 5.29% 5.07%
8/20/96 5.30% 5.09%
8/27/96 5.26% 5.07%

As the graph illustrates, Landmark Institutional Liquid Reserves generally
provided a higher annualized seven-day yield than the average of comparable
Money Market Funds, as published in IBC/Donoghue's Money Fund Report over most
of the one year period.

Notes: The Fund seeks to maintain a stable $1.00 per share price, although there
is no assurance that this will be so on a continuing basis. Fund shares are not
insured or guaranteed by the U.S. Government. Yields and total returns will
fluctuate and past performance is no guarantee of future results. Total return
figures include reinvestment of dividends. Returns and yields reflect certain
voluntary fee waivers. If the waivers were not in place, the Fund's returns
would have been lower.
<PAGE>

Landmark Institutional Liquid Reserves
- -------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES August 31, 1996

<TABLE>
<S> <C>
ASSETS:
Investment in Cash Reserves Portfolio, at value (Note 1)..................................... $1,258,263,673
Receivable for shares of beneficial interest sold............................................ 70,000
--------------
Total assets............................................................................. $1,258,333,673
--------------
LIABILITIES:
Dividends payable............................................................................ 1,068,494
Accrued expenses and other liabilities....................................................... 131,498
--------------
Total liabilities........................................................................ 1,199,992
--------------
NET ASSETS for 1,257,133,681 shares of beneficial interest outstanding....................... $1,257,133,681
==============
NET ASSETS CONSIST OF:
Paid-in capital.............................................................................. $1,257,133,681
==============
NET ASSET VALUE, OFFERING PRICE, AND REDEMPTION PRICE PER SHARE ............................ $1.00
====
</TABLE>

Landmark Institutional Liquid Reserves
- -------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the Year Ended August 31, 1996

<TABLE>
<CAPTION>
<S> <C> <C>
INVESTMENT INCOME (Note 1B):
Income from Cash Reserves Portfolio........................................ $67,275,256
Allocated expenses from Cash Reserves Portfolio............................ (1,170,805)
-----------
Net investment income from Cash Reserves Portfolio..................... $66,104,451

EXPENSES:
Administrative fees (Note 3A).............................................. 4,118,565
Shareholder Servicing Agents' fees (Note 3B)............................... 1,176,733
Distribution fees (Note 4)................................................. 1,176,733
Registration fee........................................................... 64,672
Trustees' fees............................................................. 33,615
Custodian fees ............................................................ 21,960
Legal fees................................................................. 17,729
Auditing fees.............................................................. 14,767
Transfer agent fees........................................................ 12,000
Shareholder reports........................................................ 5,236
Other...................................................................... 32,591
-----------
Total expenses......................................................... 6,674,601
Less aggregate amount waived by Administrator, Shareholder
Servicing Agents, and Distributor (Notes 3A, 3B and 4)............... (5,495,875)
-----------
Net expenses......................................................... 1,178,726
-----------
Net investment income................................................ $64,925,725
===========
</TABLE>

See notes to financial statements
<PAGE>

Landmark Institutional Liquid Reserves
- -------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31,
---------------------------------------
1996 1995
--------------- ---------------
<S> <C> <C>
FROM INVESTMENT ACTIVITIES:
Net investment income, declared as dividends to shareholders (Note 2) $ 64,925,725 $ 39,847,832
=============== ===============
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
AT NET ASSET VALUE OF $1.00 PER SHARE (NOTE 5):
Proceeds from sale of shares................................. $14,911,997,762 $ 8,614,176,371
Net asset value of shares issued to shareholders
from reinvestment of dividends............................. 46,327,653 22,313,599
Cost of shares repurchased .................................. (15,181,288,932) (7,626,433,959)
--------------- ---------------
NET INCREASE (DECREASE) IN NET ASSETS ....................... (222,963,517) 1,010,056,011
NET ASSETS:
Beginning of period.......................................... 1,480,097,198 470,041,187
--------------- ---------------
End of period................................................ $ 1,257,133,681 $ 1,480,097,198
=============== ===============
</TABLE>

Landmark Institutional Liquid Reserves
- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
OCTOBER 2, 1992
YEAR ENDED AUGUST 31, (COMMENCEMENT
------------------------------ OF OPERATIONS) TO
1996 1995 1994 AUGUST 31, 1993
-------- -------- -------- -----------------
<S> <C> <C> <C> <C>
Net Asset Value, beginning of period........ $1.000000 $ 1.00000 $ 1.00000 $ 1.00000
Net investment income....................... 0.05521 0.05698 0.03603 0.02871
Less dividends from net investment income... (0.05521) (0.05698) (0.03603) (0.02871)
--------- -------- --------- ---------
Net Asset Value, end of period.............. $1.000000 $ 1.00000 $ 1.00000 $ 1.00000
========= ========= ========= =========
RATIOS/SUPPLEMENTAL DATA:
Net Assets, end of period (000 omitted)..... $1,257,134 $1,480,097 $470,041 $83,519
Ratio of expenses to average net assets*.... 0.20% 0.17% 0.23% 0.23%+
Ratio of net investment income to average
net assets ............................... 5.52% 5.70% 3.62% 3.13%+
Total return................................ 5.66% 5.85% 3.66% 3.21%+
Note: If agents of the Fund and agents of Cash Reserves Portfolio had not waived all or a portion of
their fees during the period indicated, the net investment income per share and the ratios would have been
as follows:

Net investment income per share............. $0.04921 $ 0.05050 $ 0.03094 $ 0.02339
RATIOS:
Expenses to average net assets*............. 0.80% 0.84% 0.86% 0.81%+
Net investment income to average net assets. 4.92% 5.03% 2.98% 2.55%+

<FN>
* Includes the Fund's share of Cash Reserves Portfolio's allocated expenses
+ Annualized
</TABLE>
See notes to financial statements
<PAGE>
Landmark Institutional Liquid Reserves
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS

(1) SIGNIFICANT ACCOUNTING POLICIES
Landmark Institutional Liquid Reserves (the "Fund") is a separate diversified
series of Landmark Institutional Trust (the "Trust"), a Massachusetts business
trust. The Trust is registered under the Investment Company Act of 1940, as
amended, as an open-end management investment company. The Fund invests all of
its investable assets in Cash Reserves Portfolio (the "Portfolio"), a management
investment company for which Citibank, N.A. ("Citibank") serves as Investment
Adviser. The Landmark Funds Broker-Dealer Services, Inc. ("LFBDS") acts as the
Trust's Administrator and Distributor. Citibank also serves as Sub-Administrator
and makes Fund shares available to customers as Shareholder Servicing Agents.

The Trust seeks to achieve the Fund's investment objective to provide liquidity
and as high a level of current income as is consistent with the preservation of
capital by investing all of its investable assets in the Portfolio, an open-end,
diversified management investment company having the same investment objective
as the Fund. The value of such investment reflects the Fund's proportionate
interest (28.3% at August 31, 1996) in the net assets of the Portfolio.

The financial statements of the Portfolio, including the portfolio of
investments, are contained elsewhere in this report and should be read in
conjunction with the Fund's financial statements.

The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts and disclosures in the financial statements. Actual
results could differ from those estimates.

The significant accounting policies consistently followed by the Fund are in
conformity with generally accepted accounting principles and are as follows:

A. INVESTMENT VALUATION -- Valuation of securities by the Portfolio is discussed
in Note 1A of the Portfolio's Notes to Financial Statements, which are included
elsewhere in this report.

B. INVESTMENT INCOME -- The Fund earns income, net of Portfolio expenses, daily
based on its investment in the Portfolio

C. FEDERAL TAXES -- The Fund's policy is to comply with the provisions of the
Internal Revenue Code available to regulated investment companies and to
distribute to shareholders all of its taxable income. Accordingly, no provision
for federal income or excise tax is necessary.

D. EXPENSES -- The Fund bears all costs of its operations other than expenses
specifically assumed by Citibank and LFBDS. Expenses incurred by the Trust with
respect to any two or more Funds in the series are allocated in proportion to
the average net assets of each fund, except where allocations of direct expenses
to each fund can otherwise be made fairly. Expenses directly attributable to a
fund are charged to that fund. The Fund's share of the Portfolio's expenses are
charged against and reduce the amount of the Fund's investment in the Portfolio.

(2) DIVIDENDS
The net income of the Fund is determined once daily, as of 3:00 p.m., New York
City time, and all of the net income of the Fund so determined is declared as a
dividend to shareholders of record at the time of such determination. Dividends
are distributed in the form of additional shares of the Fund or, at the election
of the shareholder, in cash (subject to the policies of the shareholder's
Shareholder Servicing Agent) on or prior to the last business day of the month.

(3) ADMINISTRATIVE SERVICES PLAN
The Trust has adopted an Administrative Services Plan which provides that the
Trust, on behalf of each Fund, may obtain the services of an Administrator, one
or more Shareholder Servicing Agents, and other Servicing Agents and may enter
into agreements providing for the payment of fees for such services. Under the
Trust's Administrative Services Plan, the aggregate of the fee paid to the
Administrator from the Fund under such Plan and of the fees paid to the
Shareholder Servicing Agents from the Fund may not exceed 0.45% of the Fund's
average daily net assets on an annualized basis for the Fund's then-current
fiscal year.

A. ADMINISTRATIVE FEES -- Under the terms of an Administrative Services
Agreement, LFBDS is entitled to an administrative fee from the Fund, as
compensation for overall administrative services and general office facilities,
which is accrued daily and paid monthly at an annual rate of 0.35% of the Fund's
average daily net assets. The Administrative fees amounted to $4,118,565, of
which $3,142,409 was voluntarily waived for the year ended August 31, 1996.
Citibank acts as Sub-Administrator and performs such duties and receives such
compensation from LFBDS as from time to time is agreed to by LFBDS and Citibank.
The Fund pays no compensation directly to any Trustee or to any officer who is
affiliated with the Administrator, all of whom receive remuneration for their
services to the Fund from the Administrator or its affiliates. Certain of the
officers and a Trustee of the Fund are officers and a director of the
Administrator or its affiliates.

B. SHAREHOLDER SERVICING AGENTS FEES -- The Trust, on behalf of the Fund, has
entered into shareholder servicing agreements with each Shareholder Servicing
Agent pursuant to which that Shareholder Servicing Agent acts as an agent for
its customers and provides other related services. For their services, each
Shareholder Servicing Agent receives fees from the Fund, which may be paid
periodically, which may not exceed, on an annualized basis, an amount equal to
0.10% of the average daily net assets of the Fund represented by shares owned
during the period for which payment has been made by investors for whom such
Shareholder Servicing Agent maintains a servicing relationship. The Shareholder
Servicing Agents fees amounted to $1,176,733, all of which was voluntarily
waived for the year ended August 31, 1996.

(4) DISTRIBUTION FEES
The Trust has adopted a Plan of Distribution pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended, in which the Fund reimburses the
Distributor for expenses incurred or anticipated in connection with the sale of
shares of the Fund, at an annual rate not to exceed 0.10% of the Fund's average
daily net assets of the Fund. The Distribution fees amounted to $1,176,733, all
of which was voluntarily waived for the year ended August 31, 1996.

(5) SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest ($0.00001 par value).

(6) INVESTMENT TRANSACTIONS
Increases and decreases in the Fund's investment in the Portfolio aggregated
$7,706,056,191 and $8,006,582,358, respectively, for the year ended August 31,
1996.
<PAGE>
Landmark Institutional Liquid Reserves
- ------------------------------------------------------------------------------
INDEPENDENT AUDITORS' REPORT

TO THE TRUSTEES OF LANDMARK INSTITUTIONAL TRUST (THE TRUST) AND THE SHAREHOLDERS
OF LANDMARK INSTITUTIONAL LIQUID RESERVES:

In our opinion, the accompanying statement of assets and liabilities, and the
related statements of operations and of changes in net assets and the financial
highlights present fairly, in all material respects, the financial position of
Landmark Institutional Liquid Reserves (the "Fund"), a series of Landmark
Institutional Trust, at August 31, 1996 and the results of its operations, the
changes in its net assets and the financial highlights for the periods indicated
in conformity with generally accepted accounting principles. These financial
statements and financial highlights (hereafter referred to as "financial
statements") are the responsibility of the Fund's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with generally
accepted auditing standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of investments owned at August 31, 1996 by
correspondence with the Custodian, provide a reasonable basis for the opinion
expressed above.

PRICE WATERHOUSE LLP
Boston, Massachusetts
October 9, 1996

<PAGE>
Cash Reserves Portfolio
- ------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS August 31, 1996

PRINCIPAL
AMOUNT
ISSUER (000'S OMITTED) VALUE
- -------------------------------------------------------------------------------

BANK NOTES--13.1%
Bank America, Illinois
5.70%, due 11/01/96 .................... $100,000 $ 100,007,870
Comerica Bank, Detroit
5.77%, due 08/13/97 .................... 100,000 99,963,030
First National Bank, Chicago
5.80%, due 05/12/97 .................... 140,000 139,925,740
Morgan Guaranty Trust Co.
5.54%, due 03/13/97 .................... 100,000 99,994,712
5.95%, due 06/06/97 .................... 75,000 74,972,581
Nationsbank, Texas
5.55%, due 11/08/96 .................... 65,000 64,991,857
--------------
579,855,790
--------------

CERTIFICATES OF DEPOSIT
(EURODOLLARS)--3.9%
Abbey National PLC
6.02%, due 07/29/97 .................... 75,000 75,000,000
Deutsche Bank
6.00%, due 07/30/97 .................... 100,000 100,000,000
--------------
175,000,000
--------------

CERTIFICATES OF DEPOSIT
(YANKEE)--29.8%
ABN Amro
5.46%, due 12/09/96 .................... 100,000 100,002,641
5.53%, due 03/18/97 .................... 100,000 100,005,209
Bank of Tokyo Mitsubishi New York
5.55%, due 11/05/96 .................... 50,000 50,008,011
5.64%, due 11/05/96 .................... 25,000 25,000,000
Dai Ichi Kangyo Bank
5.40%, due 09/09/96 .................... 100,000 100,000,535
National Westminister Bank
5.35%, due 10/07/96 .................... 150,000 150,002,974
Royal Bank of Canada
5.68%, due 04/15/97 .................... 50,000 50,002,969
5.25%, due 07/09/97 .................... 125,000 124,927,501
Sanwa Bank
5.45%, due 10/15/96 .................... 100,000 100,000,000
5.46%, due 10/22/96 .................... 50,000 50,000,702
5.41%, due 10/28/96 .................... 50,000 50,000,784
Societe Generale Bank
5.13%, due 09/03/96 .................... 100,000 99,998,297
5.75%, due 05/22/97 .................... 100,000 99,965,501
Sumitomo Bank Ltd.
5.57%, due 09/03/96 .................... 100,000 100,000,000
5.38%, due 09/26/96 .................... 50,000 50,000,000
5.68%, due 11/05/96 .................... 75,000 75,000,000
--------------
1,324,915,124
--------------

MEDIUM TERM NOTES--3.4%
General Electric Capital Corp.
5.26%, due 01/17/97 .................... 50,000 49,992,459
Toyota Motor Credit Corp.
5.55%, due 03/20/97 .................... 100,000 99,988,981
--------------
149,981,440
--------------

COMMERCIAL PAPER--8.3%
Associates Corp. of North America
5.30%, due 09/03/96 .................... 150,000 149,955,833
Canadian Imperial Holdings, Inc.
5.26%, due 09/30/96 .................... 100,000 99,576,278
Pooled Accounts Receivable Capital Corp.
5.30%, due 09/20/96 .................... 118,300 117,969,089
--------------
367,501,200
--------------

FLOATING RATE NOTES--30.2%
Abbey National Treasury Services
5.25%, due 07/15/97 .................... 130,000 129,918,741
Bank One, Dayton
5.29%, due 02/12/97 .................... 100,000 99,978,044
Bayerische Landesbank
5.292%, due 01/15/97 ................... 200,000 199,947,277
C.I.T. Group Holding
5.25%, due 03/05/97 .................... 200,000 199,881,488
Federal National Mortgage Association
5.18%, due 10/15/96 .................... 200,000 199,983,319
Key Bank, N.Y ............................
5.28%, due 09/06/96 .................... 150,000 149,998,613
Merrill Lynch & Co., Inc. ................
5.405%, due 12/04/96 ................... 150,000 149,998,074
SMM Trust
5.55%, due 11/15/96 .................... 37,500 37,500,000
5.422%, due 12/16/96 ................... 75,000 74,997,834
Wachovia Bank, North Carolina
5.309%, due 02/12/97 ................... 100,000 99,967,007
--------------
1,342,170,397
--------------

TIME DEPOSIT--6.0%
Banque Nationale de Paris
5.27%, due 09/03/96 .................... 100,000 100,000,000
Deutsche Bank
5.125%, due 09/03/96 ................... 100,000 100,000,000
Harris Trust & Savings Bank, Chicago
5.281%, due 09/03/96 ................... 20,000 20,000,000
State Street Cayman Islands
5.00%, due 09/03/96 .................... 44,080 44,080,000
--------------
264,080,000
--------------

UNITED STATES TREASURY--4.3%
United States Treasury Bills
5.425%, due 07/24/97 ................... 50,000 47,543,681
5.525%, due 07/24/97 ................... 50,000 47,498,403
5.473%, due 08/21/97 ................... 50,000 47,309,354
United States Treasury Notes
6.875%, due 02/28/97 ................... 50,000 50,432,109
--------------
192,783,547
--------------
TOTAL INVESTMENTS AT AMORTIZED COST....... 99.0% 4,396,287,498
OTHER ASSETS, LESS LIABILITIES ........... 1.0 45,899,794
----- --------------
NET ASSETS................................ 100.0% $4,442,187,292
===== ==============

See notes to financial statements
<PAGE>

Cash Reserves Portfolio
- -------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES August 31, 1996

ASSETS:
Investments at value (Note 1A).......................... $4,396,287,498
Cash.................................................... 889
Interest receivable..................................... 46,416,814
--------------
Total assets........................................ 4,442,705,201
--------------
LIABILITIES:
Payable to affiliate--investment advisory fee (Note 2A). 190,319
Accrued expenses and other liabilities.................. 327,590
--------------
Total liabilities................................... 517,909
--------------
NET ASSETS ............................................. $4,442,187,292
==============
REPRESENTED BY:
Paid-in capital for beneficial interests................ $4,442,187,292
==============

Cash Reserves Portfolio
- -------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the Year Ended August 31, 1996

<TABLE>
<S> <C> <C>
INTEREST INCOME (Note 1B).............................................. $234,876,467
EXPENSES:
Investment advisory fees (Note 2A)..................................... $ 6,140,512
Administrative fees (Note 2B).......................................... 2,046,838
Custodian fees......................................................... 1,240,220
Trustees' fees......................................................... 13,311
Auditing fees.......................................................... 36,117
Legal fees............................................................. 20,528
Other.................................................................. 71,196
-----------
Total expenses.................................................... 9,568,722

Less aggregate amount waived by Investment Adviser and
Administrator (Notes 2A and 2B)................................. (5,473,659)
Less fees paid indirectly (Note 1E)............................... (156)
-----------
Net expenses...................................................... 4,094,907
------------
Net investment income............................................. $230,781,560
============
</TABLE>
See notes to financial statements
<PAGE>

Cash Reserves Portfolio
- -------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31,
-----------------------------------------------
1996 1995
---------------- ----------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income.......................... $ 230,781,560 $ 160,543,199
---------------- ----------------

CAPITAL TRANSACTIONS:
Proceeds from contributions.................... 24,522,122,636 23,437,948,762
Value of withdrawals........................... (25,076,123,009) (20,980,446,443)
---------------- ----------------
Net increase (decrease) in net assets from
capital transactions ........................ (554,000,373) 2,457,502,319
---------------- ----------------

NET INCREASE (DECREASE) IN NET ASSETS ......... (323,218,813) 2,618,045,518
NET ASSETS:
Beginning of period............................ 4,765,406,105 2,147,360,587
---------------- ----------------
End of period.................................. $ 4,442,187,292 $ 4,765,406,105
================ ================
</TABLE>

Cash Reserves Portfolio
- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31,
----------------------------------------------------------
1996 1995 1994 1993 1992
----- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
RATIOS/SUPPLEMENTAL DATA:
Net assets (000 omitted)......................... $4,442,187 $4,765,406 $2,147,361 $781,470 $901,024
Ratio of expenses to average net assets.......... 0.10% 0.10% 0.11% 0.20% 0.25%
Ratio of net investment income to
average net assets............................. 5.64% 5.88% 3.87% 3.15% 4.42%
Note: If agents of the Portfolio had not voluntarily waived a portion of their fees for the periods indicated,
the ratios would have been as follows:
RATIOS:
Expenses to average net assets................... 0.23% 0.23% 0.24% 0.25% 0.25%
Net investment income to average net assets...... 5.50% 5.75% 3.74% 3.10% 4.42%
</TABLE>

See notes to financial statements
<PAGE>
Cash Reserves Portfolio
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS

(1) SIGNIFICANT ACCOUNTING POLICIES
Cash Reserves Portfolio (the "Portfolio") is registered under the U.S.
Investment Company Act of 1940, as amended, as a no-load, diversified, open-end
management investment company which was organized as a trust under the laws of
the State of New York. The Declaration of Trust permits the Trustees to issue
beneficial interests in the Portfolio. Signature Financial Group (Grand Cayman),
Ltd. ("SFG") acts as the Portfolio's Administrator and Citibank, N.A.
("Citibank") acts as the Investment Adviser.

The significant accounting policies consistently followed by the Portfolio are
in conformity with U.S. generally accepted accounting principles and are as
follows:

A. VALUATION OF INVESTMENTS -- Money market instruments are valued at amortized
cost, which the Trustees have determined in good faith constitutes fair value.
This method involves valuing a portfolio security at its cost and thereafter
assuming a constant amortization to maturity of any discount or premium. The
Portfolio's use of amortized cost is subject to the Portfolio's compliance with
certain conditions as specified under Rule 2a-7 of the U.S. Investment Company
Act of 1940.

B. INTEREST INCOME AND EXPENSES -- Interest income consists of interest accrued
and discount earned (including both original issue and market discount) on the
investments of the Portfolio, accrued ratably to the date of maturity, plus or
minus net realized gain or loss, if any, on investments. Expenses of the
Portfolio are accrued daily. The Portfolio bears all costs of its operations
other than expenses specifically assumed by Citibank and SFG.

C. U.S. FEDERAL INCOME TAXES -- The Portfolio is considered a partnership under
the U.S. Internal Revenue Code. Accordingly, no provision for federal income
taxes is necessary.

D. REPURCHASE AGREEMENTS -- It is the policy of the Portfolio to require the
custodian bank to take possession, to have legally segregated in the Federal
Reserve Book Entry System or to have segregated within the custodian bank's
vault, all securities held as collateral in support of repurchase agreement
investments. Additionally, procedures have been established by the Portfolio to
monitor, on a daily basis, the market value of the repurchase agreement's
underlying investments to ensure the existence of a proper level of collateral.

E. FEES PAID INDIRECTLY -- The Portfolio's custodian bank calculates its fees
based on the Portfolio's average daily net assets. The fees are reduced
according to a fee arrangement, which provides for custody fees to be reduced
based on a formula developed to measure the value of cash deposited with the
custodian by the Portfolio. This amount is shown as a reduction of expenses on
the Statement of Operations.

F. OTHER -- Purchases, maturities and sales of money market instruments are
accounted for on the date of the transaction.

(2) INVESTMENT ADVISORY FEES AND ADMINISTRATIVE FEES
A. INVESTMENT ADVISORY FEE -- The Investment advisory fees paid to Citibank, as
compensation for overall investment management services, amounted to $6,140,512,
of which $3,426,821 was voluntarily waived for the year ended August 31, 1996.
The investment advisory fees are computed at an annual rate of 0.15% of the
Portfolio's average daily net assets.

B. ADMINISTRATIVE FEES -- Under the terms of an Administrative Services
Agreement, the administrative fee paid to the Administrator, as compensation for
overall administrative services and general office facilities, are computed at
the annual rate of 0.05% of the Portfolio's average daily net assets. The
Administrative fees amounted to $2,046,838, all of which were voluntarily waived
for the year ended August 31, 1996. The Portfolio pays no compensation directly
to any Trustee or to any officer who is affiliated with the Administrator, all
of whom receive remuneration for their services to the Portfolio from the
Administrator or its affiliates. Certain of the officers and a Trustee of the
Portfolio are officers and a director of the Administrator or its affiliates.

(3) INVESTMENT TRANSACTIONS
Purchases, maturities and sales of money market instruments aggregated
$127,158,702,622 and $127,831,958,747, respectively, for the year ended August
31, 1996.

(4) LINE OF CREDIT
The Portfolio, along with other Landmark Funds, entered into an agreement with a
bank which allows the Funds collectively to borrow up to $40 million for
temporary or emergency purposes. Interest on borrowings, if any, is charged to
the specific fund executing the borrowing at the base rate of the bank. The line
of credit requires a quarterly payment of a commitment fee based on the average
daily unused portion of the line of credit. For the year ended August 31, 1996,
the commitment fee allocated to the Portfolio was $16,485. Since the line of
credit was established, there have been no borrowings.
<PAGE>

Cash Reserves Portfolio
- -------------------------------------------------------------------------------
INDEPENDENT AUDITORS' REPORT

TO THE TRUSTEES AND THE INVESTORS OF CASH RESERVES PORTFOLIO:
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments of Cash Reserves Portfolio (the "Portfolio") as at
August 31, 1996 and the related statements of operations and of changes in net
assets and the financial highlights for the periods indicated. These financial
statements and financial highlights (hereafter referred to as "financial
statements") are the responsibility of the Portfolio's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with U.S. generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of investments owned at
August 31, 1996 by correspondence with the custodian, provide a reasonable basis
for our opinion.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Portfolio as at August 31, 1996, the
results of its operations and the changes in its net assets and the financial
highlights for the periods indicated in accordance with U.S. generally accepted
accounting principles.

PRICE WATERHOUSE
Chartered Accountants

Toronto, Ontario
October 9, 1996
<PAGE>

- -------------------------------------------------------------------------------
SHAREHOLDER
SERVICING AGENTS

FOR CITIBANK PRIVATE BANKING CLIENTS:
Citibank, N.A.
The Citibank Private Bank
153 East 53rd Street, New York, NY 10043
Call Your Citibank Private Banking Account Officer,
Investment Specialist or (212) 559-5959

FOR CITIBANK GLOBAL ASSET MANAGEMENT CLIENTS:
Citibank, N.A.
Citibank Global Asset Management
153 East 53rd Street, New York, NY 10043
(212) 559-7117

FOR CITIBANK NORTH AMERICAN INVESTOR SERVICES CLIENTS:
Citibank, N.A.
111 Wall Street, New York, NY 10043
Call Your Account Manager or (212) 657-9100

[logo] LANDMARK
FUNDS

MONEY MARKET FUNDS:
Cash Reserves
Premium Liquid Reserves
Institutional Liquid Reserves

U.S. Treasury Reserves
Premium U.S. Treasury Reserves
Institutional U.S. Treasury Reserves

Tax Free Reserves
California Tax Free Reserves
Connecticut Tax Free Reserves
New York Tax Free Reserves

STOCK & BOND FUNDS:
U.S. Government Income Fund
Intermediate Income Fund
National Tax Free Income Fund
New York Tax Free Income Fund

Balanced Fund
Equity Fund
International Equity Fund
Small Cap Equity Fund
Emerging Asian Markets Equity Fund
<PAGE>
TRUSTEES
Philip W. Coolidge*, President
Riley C. Gilley
Diana R. Harrington
Susan B. Kerley

*Affiliated Person of Administrator and Distributor

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

INVESTMENT ADVISER
(OF U.S. TREASURY RESERVES PORTFOLIO)
Citibank, N. A.
153 East 53rd Street, New York, NY 10043

ADMINISTRATOR AND DISTRIBUTOR
The Landmark Funds Broker-Dealer Services, Inc.
6 St. James Avenue, Boston, MA 02116
(617) 423-1679

TRANSFER AGENT AND CUSTODIAN
State Street Bank and Trust Company
225 Franklin Street, Boston, MA 02110

AUDITORS
Deloitte & Touche LLP
125 Summer Street, Boston, MA 02110

LEGAL COUNSEL
Bingham, Dana & Gould
150 Federal Street, Boston, MA 02110

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

SHAREHOLDER SERVICING AGENTS
(See Inside Cover)

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

IPM/IUST/A/96 Printed on Recycled Paper [recycle symbol]

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

INSTITUTIONAL

- --------------------------------------------------------------------------------
LANDMARK
INSTITUTIONAL
U.S. TREASURY
RESERVES
- --------------------------------------------------------------------------------

ANNUAL
REPORT
August 31, 1996
<PAGE>
- -------------------------------------------------------------------------------
A LETTER TO OUR SHAREHOLDERS

Dear Shareholder:

The Landmark Fund's investment adviser, Citibank, N.A., managed U.S.
Treasury Reserves Portfolio in a manner consistent with the objective stated in
the Fund's prospectus: providing liquidity and as high a level of current income
as is consistent with the preservation of capital. The Fund seeks to offer an
attractive yield and a competitive expense ratio by investing in a high-quality
portfolio composed exclusively of U.S. Treasury securities.

This Annual Report reviews the Fund's investment activities and performance
over the past 12 months, and provides a summaryof Citibank's perspective on the
financial markets and outlook for the foreseeable future. On behalf of the Board
of Trustees of the Landmark Funds, I want to thank our shareholders for their
participation and support. We look forward to serving you in the months and
years ahead.

/s/ Philip Coolidge

Philip W. Coolidge
President
September 20, 1996

<PAGE>
TABLE OF CONTENTS

1 Letter to Shareholders
- -------------------------------------------------------------------------------
2 Market Environment
Fund Snapshot
- -------------------------------------------------------------------------------
3 Fund Quotes
The Portfolio Manager Responds
Strategy and Outlook
- -------------------------------------------------------------------------------
4 Fund Data
- -------------------------------------------------------------------------------

LANDMARK INSTITUTIONAL U.S. TREASURY RESERVES
- -------------------------------------------------------------------------------
5 Statement of Assets and Liabilities
Statement of Operations
- -------------------------------------------------------------------------------
6 Statement of Changes in Net Assets
Financial Highlights
- -------------------------------------------------------------------------------
7 Notes to Financial Statements
- -------------------------------------------------------------------------------
9 Independent Auditors' Report
- -------------------------------------------------------------------------------
U.S. TREASURY RESERVES PORTFOLIO
- -------------------------------------------------------------------------------
10 Portfolio of Investments
- -------------------------------------------------------------------------------
11 Statement of Assets and Liabilities
Statement of Operations
- -------------------------------------------------------------------------------
12 Statement of Changes in Net Assets
Financial Highlights
- -------------------------------------------------------------------------------
13 Notes to Financial Statements
- -------------------------------------------------------------------------------
14 Independent Auditors' Report
- -------------------------------------------------------------------------------

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

As a result of the unexpected level of economic strength during the first
eight months of 1996, many investors expected the Federal Reserve Board to move
toward a more restrictive monetary policy by raising key short-term interest
rates. By August, this expectation led to an environment in which differences in
yields among securities with maturities between one dayand one year had grown to
wider-than-normal levels. If the Federal Reserve does indeed raise short-term
interest rates modestly, yields on short-term U.S. Treasury bills may not change
much as such a move may already be incorporated in prevailing rates. On the
other hand, if the Federal Reserve does not change its monetary policy and the
rate of economic growth cools over the coming months, yield differences may
narrow to more normal levels and U.S. Treasury bill rates may decline modestly.

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

COMMENCEMENT OF OPERATIONS
October 2, 1992

NET ASSETS AS OF 8/31/96
$213.4 million

FUND OBJECTIVE
To provide liquidity and as high a level of current income from U.S. Government
obligations as is consistent with the preservation of capital.

DIVIDENDS
Declared daily, paid monthly

BENCHMARK
o Lipper Taxable Institutional U.S. Treasury
Money Market Funds Average

INVESTMENT ADVISER,
U.S. TREASURY RESERVES PORTFOLIO
Citibank, N.A.
<PAGE>
- -------------------------------------------------------------------------------
FUND QUOTES FROM THE PORTFOLIO MANAGER

"We saw less issuance of U.S. Treasury bills during the period because of
relatively strong tax revenues combined with spending cuts designed to reduce
the federal budget deficit."

"The Federal Reserve has done a good job of balancing the forces under its
control to produce a mild economic expansion without inflation pressures."

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

Late in 1995, when the economy was growing slowly and interest rates were
declining, we managed the Portfolio relatively conservatively by maintaining its
average maturity at a point slightly longer than neutral. Such a position
enabled us to maintain higher yields for a slightly longer period. By February,
however, when it became clear that the economy was growing at a higher rate than
we anticipated and the possibility of a tighter monetary policy arose, we
shortened the Portfolio's average maturity to keep funds available for higher
yielding securities as they become available. Subsequently, around April, when
it became apparent that investors had already incorporated such a Fed tightening
into money market yields, we extended the average maturity again, and we have
maintained that stance through the end of the reporting period.

In addition, we managed the Portfolio's average maturity in anticipation of
the supply-and-demand factors that influence yields on U.S. Treasury securities.
Because a strong economy led to higher than expected tax revenues at the same
time that progress was made toward deficit reduction, the federal government did
not have to issue as many short-term T-bills as it had in the past. This
relative lack of supply helped keep yields low.

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

At Citibank, we believe that the most likely course is that the economy
will moderate in the months ahead, keeping interest rates at relatively low
levels. As a result, we expect to keep the Portfolio's average maturity at the
long end of neutral in order to maximize yields. As the economic environment
changes, we will actively manage the Portfolio by adjusting its average maturity
in a way that helps us generate competitive levels of income and preserve
capital for our shareholders.

<PAGE>
- -------------------------------------------------------------------------------
FUND DATA ALL PERIODS ENDED AUGUST 31, 1996

TOTAL RETURNS
-----------------
SINCE
ONE 10/2/92
YEAR INCEPTION*
------ ---------
Landmark Institutional U.S. Treasury Reserves.......... 5.17% 4.24%
Lipper Taxable Institutional U.S. Treasury Money
Market Funds Average ............................... 5.14% 4.33%+

* Annualized
+ From 9/30/92

7-DAY YIELDS
- ------------
Annualized Current 4.93%
Effective 5.05%

The Annualized Current 7-Day Yield reflects the amount of income generated by
the investment during the seven day period and assumes that the income is
generated each week over a 365 day period. The yield is shown as a percentage of
the investment.

The Effective 7-Day Yield is calculated similarly, but when annualized the
income earned by the investment during the seven day period is assumed to be
reinvested.

The effective yield is slightly higher than the current yield because of the
compounding effect of this assumed reinvestment.

IMPORTANT TAX INFORMATION
- -------------------------------------------------------------------------------
For the fiscal year ended August 31, 1996 the Fund paid $0.05051 per share to
shareholders from net investment income. For such period, 100% of income
dividends paid were derived from interest earned from U.S. Treasury Bills, Notes
and Bonds.

NOTES: The Fund seeks to maintain a stable $1.00 per share price, although there
is no assurance that this will be so on a continuing basis. Fund shares are not
insured or guaranteed by the U.S. Government. Yields and total returns will
fluctuate and past performance is no guarantee of future results. Total return
figures include reinvestment of dividends. Returns and yields reflect certain
voluntary fee waivers. If the waivers were not in place, the Fund's returns and
yields would have been lower.

<PAGE>

Landmark Institutional U.S. Treasury Reserves
- -------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES August 31, 1996

<TABLE>
<S> <C>
ASSETS:
Investment in U.S. Treasury Reserves Portfolio, at value (Note 1)........................... $213,628,648
------------
LIABILITIES:
Payable for shares of beneficial interest repurchased....................................... 56,777
Dividend payable............................................................................ 90,467
Accrued expenses and other liabilities...................................................... 86,752
------------
Total liabilities........................................................................ 233,996
------------
NET ASSETS for 213,394,652 shares of beneficial interest outstanding........................ $213,394,652
============
NET ASSETS CONSIST OF:
Paid-in capital............................................................................. $213,394,652
============
NET ASSET VALUE, OFFERING PRICE, AND REDEMPTION PRICE PER SHARE............................. $1.00
=====
</TABLE>

Landmark Institutional U.S. Treasury Reserves
- -------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the Year Ended August 31, 1996

<TABLE>
<S> <C> <C>
INVESTMENT INCOME (Note 1A):
Income from U.S. Treasury Reserves Portfolio............................... $8,658,915
Allocated expenses from U.S. Treasury Reserves Portfolio................... (164,317)
----------
Net investment income from U.S. Treasury Reserves Portfolio............. $8,494,598

EXPENSES:
Administrative fees (Note 3A).............................................. 573,577
Distribution fees (Note 4)................................................. 163,879
Shareholder Servicing Agents' fees (Note 3B)............................... 163,879
Registration fees.......................................................... 29,326
Custodian fees............................................................. 22,209
Auditing fees.............................................................. 15,250
Transfer agent fees........................................................ 12,000
Shareholder reports........................................................ 9,188
Trustee fees............................................................... 6,508
Legal fees................................................................. 5,448
Miscellaneous.............................................................. 20,939
----------
Total expenses.......................................................... 1,022,203
Less aggregate amounts waived by Administrator, Shareholder Servicing Agent
and Distributor (Notes 3A, 3B and 4)..................................... (775,423)
----------
Net expenses............................................................ 246,780
----------
Net investment income................................................... $8,247,818
==========
</TABLE>
See notes to financial statements
<PAGE>
Landmark Institutional U.S. Treasury Reserves
- -------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31,
----------------------------
1996 1995
---------- ---------
<S> <C> <C>
FROM INVESTMENT ACTIVITIES (Note 2):
Net investment income, declared as dividends to shareholders.............. $ 8,247,818 $ 7,479,917
============== ==============

TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST AT NET ASSET VALUE OF $1.00 PER
SHARE (Note 5):
Proceeds from sale of shares.............................................. $ 495,311,082 $ 575,591,194
Net asset value of shares issued to shareholders from reinvestment of dividends 7,369,593 7,316,670
Cost of shares repurchased................................................ (410,017,345) (613,087,324)
------------- ------------
NET INCREASE (DECREASE) IN NET ASSETS..................................... 92,663,330 (30,179,460)
------------- -------------
NET ASSETS:
Beginning of period....................................................... 120,731,322 150,910,782
------------- -------------
End of period............................................................. $ 213,394,652 $ 120,731,322
============= =============
</TABLE>

Landmark Institutional U.S. Treasury Reserves
- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
OCTOBER 2, 1992
EIGHT MONTHS (COMMENCEMENT
ENDED OF OPERATIONS) TO
YEAR ENDED AUGUST 31, AUGUST 31, DECEMBER 31,
- -----------------------------------------------------------------------------------------------------------------------
1996 1995 1994 1993 1992
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net Asset Value, beginning of period.. $ 1.00000 $ 1.00000 $ 1.00000 $ 1.00000 $ 1.00000
Net investment income................. 0.05051 0.05200 0.03312 0.01974 0.00736
Less dividends from net investment income (0.05051) (0.05200) (0.03312) (0.01974) (0.00736)
--------- --------- --------- --------- ---------
Net Asset Value, end of period....... $ 1.00000 $ 1.00000 $ 1.00000 $ 1.00000 $ 1.00000
========= ========= ========= ========= =========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted) $ 213,395 $ 120,731 $ 150,911 $ 48,475 $ 13,594
Ratio of expenses to average net assets* 0.25% 0.25% 0.23% 0.20%+ 0.20%+
Ratio of net investment income to average
net assets........................... 5.03% 5.23% 3.40% 2.99%+ 3.20%+
Total return.......................... 5.17% 5.33% 3.36% 3.01%+ 3.19%+

Note: If agents of the Fund and agents of U.S. Treasury Reserves Portfolio had not waived all or a portion of their
fees during the periods indicated, the net investment income per share and the ratios would have been as follows:
Net investment income per share....... $ 0.04428 $ 0.04593 $ 0.02679 $ 0.01208 $ 0.00359
RATIOS:
Expenses to average net assets*....... 0.87% 0.85% 0.88% 1.36%+ 1.85%+
Net investment income to average net assets 4.41% 4.62% 2.75% 1.83%+ 1.56%+

<FN>
* Includes the Fund's share of U.S. Treasury Reserves Portfolio's allocated expenses.
+ Annualized.
</TABLE>

See notes to financial statements
<PAGE>
Landmark Institutional U.S. Treasury Reserves
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS

(1) SIGNIFICANT ACCOUNTING POLICIES
Landmark Institutional U.S. Treasury Reserves (the "Fund") is a diversified
separate series of Landmark Institutional Trust (the "Trust"), a Massachusetts
business trust. The Trust is registered under the Investment Company Act of
1940, as amended, as an open-end management investment company. The Fund invests
all of its investable assets in U.S. Treasury Reserves Portfolio (the
"Portfolio"), a management investment company for which Citibank, N.A.
("Citibank") serves as Investment Adviser. The Landmark Funds Broker-Dealer
Services, Inc. ("LFBDS") acts as the Trust's Administrator and Distributor.
Citibank also serves as Sub-Administrator and makes Fund shares available to
customers through various Shareholder Servicing Agents.

The Trust seeks to achieve the Fund's investment objective of providing
shareholders with liquidity and as high a level of current income from U.S.
Government obligations as is consistent with preservation of capital by
investing all of its investable assets in the Portfolio, an open-end,
diversified management investment company having the same investment objective
as the Fund. The value of such investment reflects the Fund's proportionate
interest (27.8% at August 31, 1996) in the net assets of the Portfolio.

The financial statements of the Portfolio, including the portfolio of
investments, are contained elsewhere in this report and should be read in
conjunction with the Fund's financial statements.

The significant accounting policies consistently followed by the Fund are in
conformity with generally accepted accounting principles and are as follows:

A. INVESTMENT INCOME--The Fund earns income, net of Portfolio expenses, daily on
its investment in the Portfolio.

B. FEDERAL TAXES--The Fund's policy is to comply with the provisions of the
Internal Revenue Code available to regulated investment companies and to
distribute to shareholders all of its taxable income. Accordingly, no provision
for federal income or excise tax is necessary.

C. EXPENSES--The Fund bears all costs of its operations other than expenses
specifically assumed by Citibank and LFBDS. Expenses incurred by the Trust with
respect to any two or more Funds in a series are allocated in proportion to the
average net assets of each Fund, except where allocations of direct expenses to
each Fund can otherwise be made fairly. Expenses directly attributable to a Fund
are charged to that Fund.

D. OTHER--All the net investment income of the Portfolio is allocated pro rata,
based on respective ownership interests, among the Fund and other investors in
the Portfolio at the time of such determination.

(2) DIVIDENDS
The net income of the Fund is determined once daily, as of 12:00 noon, New York
City time, and all of the net income of the Fund so determined is declared as a
dividend to shareholders of record at the time of such determination. Dividends
are distributed in the form of additional shares of the Fund or, at the election
of the shareholder, in cash (subject to the policies of the shareholder's
Shareholder Servicing Agent) on or prior to the last business day of the month.

(3) ADMINISTRATIVE SERVICES PLAN
The Trust has adopted an Administrative Services Plan which provides that the
Trust, on behalf of each Fund, may obtain the services of an Administrator, one
or more Shareholder Servicing Agents, and other Servicing Agents and may enter
into agreements providing for the payment of fees for such services. Under the
Trust's Administrative Services Plan, the aggregate of the fee paid to the
Administrator from the Fund and of the fees paid to the Shareholder Servicing
Agents from the Fund under such plan may not exceed 0.45% of the Fund's average
daily net assets on an annualized basis for the Fund's then-current fiscal year.

A. ADMINISTRATIVE FEES--Under the terms of an Administrative Services Agreement,
LFBDS is entitled to an administrative fee from the Fund, as compensation for
overall administrative services and general office facilities, which is accrued
daily and paid monthly at the annual rate of 0.35% of the Fund's average daily
net assets. The administrative fee amounted to $573,577, of which $451,888 was
voluntarily waived for the year ended August 31, 1996. Citibank acts as
Sub-Administrator and performs such duties and receives such compensation from
LFBDS as from time to time is agreed to by LFBDS and Citibank. The Fund pays no
compensation directly to any Trustee or to any officer who is affiliated with
the Administrator, all of whom receive remuneration for their services to the
Fund from the Administrator or its affiliates. Certain of the officers and a
Trustee of the Fund are officers and a director of the Administrator or its
affiliates.

B. SHAREHOLDER SERVICING FEES--The Trust, on behalf of the Fund, has entered
into shareholder servicing agreements with each Shareholder Servicing Agent
pursuant to which the Shareholder Servicing Agent acts as an agent for its
customers and provides other related services. For their services, each
Shareholder Servicing Agent receives fees from the Fund, which may be paid
periodically, but may not exceed, on an annualized basis, an amount equal to
0.10% of the average daily net assets of the Fund represented by shares owned
during the period for which payment is being made by investors for whom such
Shareholder Servicing Agent maintains a servicing relationship. The Shareholder
Servicing Agent fees amounted to $163,879, all of which was voluntarily waived
for the year ended August 31, 1996.

(4) DISTRIBUTION FEES
The Trust has adopted a Plan of Distribution pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended, in which the Fund reimburses the
Distributor for expenses incurred or anticipated in connection with the sale of
shares of the Fund, limited to an annual rate of 0.10% of the average daily net
assets of the Fund. The Fund accrued fees for these services aggregating
$163,879 of which $159,656 was voluntarily waived for the year ended August 31,
1996.

(5) SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest ($0.00001 par value).

(6) INVESTMENT TRANSACTIONS
Increases and decreases in the Fund's investment in the Portfolio aggregated
$373,514,485 and $289,168,676, respectively, for the year ended August 31, 1996.
<PAGE>
Landmark Institutional U.S. Treasury Reserves
- --------------------------------------------------------------------------------
INDEPENDENT AUDITORS' REPORT

TO THE TRUSTEES AND SHAREHOLDERS OF LANDMARK INSTITUTIONAL U.S. TREASURY
RESERVES:

We have audited the accompanying statement of assets and liabilities of
Landmark Institutional U.S. Treasury Reserves (the "Fund"), a separate series of
Landmark Institutional Trust (the "Trust") (a Massachusetts business trust), as
of August 31, 1996, the related statement of operations for the year then ended,
the statement of changes in net assets for the years ended August 31, 1996 and
1995 and the financial highlights in each of the years for the three year period
ended August 31, 1996, for the eight months ended August 31, 1993, and the
period from October 2, 1992 (Commencement of Operations) to December 31, 1992.
These financial statements and financial highlights are the responsibility of
the Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Landmark
Institutional U.S. Treasury Reserves at August 31, 1996, the results of its
operations, the changes in its net assets, and its financial highlights for the
respective stated periods in conformity with generally accepted accounting
principles.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
October 4, 1996
<PAGE>
U.S. Treasury Reserves Portfolio
- --------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS August 31,1996

PRINCIPAL
AMOUNT
ISSUER (000'S OMITTED) VALUE
- --------------------------------------------------------------------------
U.S. TREASURY OBLIGATIONS--94.9%

U.S. TREASURY BILLS--70.0%
due 9/12/1996........................ $ 23,765 $ 23,699,716
due 9/17/1996........................ 165,000 164,666,110
due 9/19/1996........................ 89,600 89,373,455
due 10/03/1996....................... 132,354 131,733,133
due 10/10/1996....................... 21,055 20,939,485
due 10/24/1996....................... 17,345 17,213,108
due 11/07/1996....................... 21,275 21,075,836
due 11/29/1996....................... 40,903 40,387,304
due 1/09/1997........................ 20,000 19,658,389
due 2/06/1997........................ 9,065 8,853,740
------------
537,600,276
------------
U.S. TREASURY NOTES--24.9%
6.50% due 9/30/1996.................. 76,100 76,178,859
4.375% due 11/15/1996................ 75,000 74,858,402
6.875% due 2/28/1997................. 25,000 25,177,631
6.50% due 5/15/1997.................. 15,000 15,083,836
------------
191,298,728
------------

TOTAL INVESTMENTS AT AMORTIZED COST...... 94.9% 728,899,004
OTHER ASSETS, LESS LIABILITIES........... 5.1 38,904,782
----- ------------
NET ASSETS............................... 100.0% $767,803,786
===== ============

See notes to financial statements
<PAGE>
U.S. Treasury Reserves Portfolio
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES August 31, 1996

ASSETS:
Investments, at amortized cost and value (Note 1A)............. $728,899,004
Cash........................................................... 1,434
Interest receivable............................................ 4,206,120
Receivable for investments sold................................ 199,476,641
------------
Total assets............................................... 932,583,199
------------
LIABILITIES:
Payable for investments purchased.............................. 164,666,110
Payable to affiliate--Investment Advisory fees (Note 2A)....... 39,761
Accrued expenses and other liabilities......................... 73,542
------------
Total liabilities............................................ 164,779,413
------------
Net Assets..................................................... $767,803,786
============
REPRESENTED BY:
Paid-in capital for beneficial interests....................... $767,803,786
============

U.S. Treasury Reserves Portfolio
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the Year Ended August 31, 1996

INTEREST INCOME (Note 1B)............................ $38,914,155

EXPENSES:
Investment advisory fees (Note 2A)................... $1,101,345
Administrative fees (Note 2B)........................ 367,115
Custodian fees....................................... 261,872
Auditing fees........................................ 20,950
Legal fees........................................... 14,495
Trustee fees......................................... 8,029
Miscellaneous........................................ 55,178
-------
Total expenses.................................... 1,828,984
Less aggregate amount waived by Investment Adviser
and Administrator (Notes 2A and 2B)............. (1,094,516)
Less fees paid indirectly (Note 1D)............... (287)
----------
Net expenses...................................... 734,181
-----------
Net investment income............................. $38,179,974
===========
See notes to financial statements
<PAGE>
U.S. Treasury Reserves Portfolio
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31,
-----------------------------------
1996 1995
--------------- ---------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income..................................................... $ 38,179,974 $ 41,029,101
--------------- ---------------
CAPITAL TRANSACTIONS:
Proceeds from contributions............................................... 1,474,479,600 2,996,270,146
Value of withdrawals...................................................... (1,577,114,165) (2,931,609,982)
--------------- ---------------
Net (decrease)increase in net assets from capital transactions............ (102,634,565) 64,660,164
--------------- ---------------
NET (DECREASE) INCREASE IN NET ASSETS..................................... (64,454,591) 105,689,265
NET ASSETS:
Beginning of period....................................................... 832,258,377 726,569,112
--------------- ---------------
End of period............................................................. $ 767,803,786 $ 832,258,377
=============== ===============
</TABLE>

U.S. Treasury Reserves Portfolio
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
MARCH 1, 1991
EIGHT MONTHS YEAR (COMMENCEMENT
YEAR ENDED AUGUST 31, ENDED ENDED OF OPERATIONS) TO
-------------------------------- AUGUST 31, DECEMBER 31, DECEMBER 31,
1996 1995 1994 1993 1992 1991
------ ------ ------ ------------- ------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
RATIOS/SUPPLEMENTAL DATA:
Net Assets, end of period
(000's omitted)............. $767,804 $832,258 $726,569 $521,818 $590,769 $675,332
Ratio of expenses to average
net assets..................... 0.10% 0.10% 0.12% 0.20%+ 0.24% 0.19%+
Ratio of net investment income
to average net assets.......... 5.20% 5.36% 3.43% 2.96%+ 3.59% 5.26%+

Note: If the agents of the Portfolio had not voluntarily waived a portion of their fees for the periods indicated,
the ratios would have been as follows:

RATIOS:
Expenses to average net assets 0.25% 0.25% 0.26% 0.25%+ 0.25% 0.25%+
Net investment income to average
net assets.................. 5.05% 5.21% 3.30% 2.91%+ 3.58% 5.19%+
<FN>
+Annualized.
</TABLE>

See notes to financial statements
<PAGE>
U.S. Treasury Reserves Portfolio
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS

(1) SIGNIFICANT ACCOUNTING POLICIES
U.S. Treasury Reserves Portfolio (the "Portfolio") is registered under the
Investment Company Act of 1940, as amended, as a no-load, diversified, open-end
management investment company which was organized as a trust under the laws of
the State of New York. The Declaration of Trust permits the Trustees to issue
beneficial interests in the Portfolio. The Landmark Funds Broker-Dealer
Services, Inc. ("LFBDS") acts as the Portfolio's Administrator and Citibank,
N.A. ("Citibank") acts as the Investment Adviser.

The significant accounting policies consistently followed by the Portfolio are
in conformity with generally accepted accounting principles and are as follows:

A. VALUATION OF INVESTMENTS--Money market instruments are valued at amortized
cost, which the Trustees have determined in good faith constitutes fair value.
This method involves valuing a portfolio security at its cost and thereafter
assuming a constant amortization to maturity of any discount or premium. The
Portfolio's use of amortized cost is subject to the Portfolio's compliance with
certain conditions as specified under Rule 2a-7 of the Investment Company Act of
1940.

B. INTEREST INCOME AND EXPENSES--Interest income consists of interest accrued
and discount earned (including both original issue and market discount),
adjusted for amortization of premium, on the investments of the Portfolio,
accrued ratably to the date of maturity, plus or minus net realized gain or
loss, if any, on investments. Expenses of the Portfolio are accrued daily.

C. FEDERAL INCOME TAXES--The Portfolio's policy is to comply with the applicable
provisions of the Internal Revenue Code. Accordingly, no provision for federal
income taxes is necessary.

D. FEES PAID INDIRECTLY--The Fund's custodian bank calculates its fees based on
the Fund's average daily net assets. The fee is reduced according to a fee
arrangement, which provides for custody fees to be reduced based on a formula
developed to measure the value of cash deposited with the custodian by the Fund.
This amount is shown as a reduction of expenses on the Statement of Operations.

E. OTHER--Purchases, maturities and sales of money market instruments are
accounted for on the date of the transaction.

(2) INVESTMENT ADVISORY FEES AND ADMINISTRATIVE FEES
A. INVESTMENT ADVISORY FEE--The Investment advisory fees paid to Citibank, as
compensation for overall investment management services, amounted to $1,101,345,
of which $727,401 was voluntarily waived for the year ended August 31, 1996. The
investment advisory fee is computed at an annual rate of 0.15% of the
Portfolio's average daily net assets.

B. ADMINISTRATIVE FEES--Under the terms of an Administrative Services Agreement,
the administrative fee paid to the Administrator, as compensation for overall
administrative services and general office facilities, is accrued daily and paid
monthly at the annual rate of 0.05% of the Portfolio's average daily net assets.
The Administrative fees amounted to $367,115, all of which was voluntarily
waived for the year ended August 31, 1996. The Portfolio pays no compensation
directly to any Trustee or any officer who is affiliated with the Administrator,
all of whom receive remuneration for their services to the Portfolio from the
Administrator or its affiliates. Certain of the officers and a Trustee of the
Portfolio are officers and a director of the Administrator or its affiliates.

(3) INVESTMENT TRANSACTIONS Purchases, maturities and sales of U.S. Treasury
obligations, aggregated $7,404,161,342 and $7,590,078,712, respectively, for the
year ended August 31, 1996.

(4) LINE OF CREDIT The Portfolio, along with other Landmark Funds, entered into
an agreement with a bank which allows the Funds collectively to borrow up to $40
million for temporary or emergency purposes. Interest on borrowings, if any, is
charged to the specific fund executing the borrowing at the base rate of the
bank. The line of credit requires a quarterly payment of a commitment fee based
on the average daily unused portion of the line of credit. For the year ended
August 31, 1996, the commitment fee allocated to the Portfolio was $2,995. Since
the line of credit was established, there have been no borrowings.
<PAGE>
U.S. Treasury Reserves Portfolio
- --------------------------------------------------------------------------------
INDEPENDENT AUDITORS' REPORT

TO THE TRUSTEES AND INVESTORS OF U.S. TREASURY RESERVES PORTFOLIO:

We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments of U.S. Treasury Reserves Portfolio (a
New York Trust) as of August 31, 1996, the related statement of operations for
the year then ended, the statement of changes in net assets for the years ended
August 31, 1996 and 1995 and the financial highlights for each of the years in
the three-year period ended August 31, 1996, the eight months ended August 31,
1993, the year ended December 31, 1992 and the period from March 1, 1991
(Commencement of Operations) to December 31, 1991. These financial statements
and financial highlights are the responsibility of the Trust's management. Our
responsibility is to express an opinion on the financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
August 31, 1996, by correspondence with the Custodian and brokers; where replies
were not received from brokers, we performed other auditing procedures. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of U.S. Treasury
Reserves Portfolio at August 31, 1996, the results of its operations, the
changes in its net assets, and its financial highlights for the respective
stated periods in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
October 4, 1996
<PAGE>
- --------------------------------------------------------------------------------
SHAREHOLDER
SERVICING AGENTS

FOR CITIBANK GLOBAL ASSET MANAGEMENT CLIENTS:
Citibank, N.A.
Citibank Global Asset Management
153 East 53rd Street, New York, NY 10043
(212) 559-7117

FOR CITIBANK NORTH AMERICAN
INVESTOR SERVICES CLIENTS:
Citibank, N.A.
111 Wall Street, New York, NY 10043
Call Your Account Manager or (212) 657-9100

[logo] LANDMARK
FUNDS

MONEY MARKET FUNDS:
Cash Reserves
Premium Liquid Reserves
Institutional Liquid Reserves

U.S. Treasury Reserves
Premium U.S. Treasury Reserves
Institutional U.S. Treasury Reserves

Tax Free Reserves
California Tax Free Reserves
Connecticut Tax Free Reserves
New York Tax Free Reserves

STOCK & BOND FUNDS:
U.S. Government Income Fund
Intermediate Income Fund
National Tax Free Income Fund
New York Tax Free Income Fund

Balanced Fund
Equity Fund
International Equity Fund
Small Cap Equity Fund
Emerging Asian Markets Equity Fund