As filed with the Securities and Exchange Commission on June 14, 1996
File Nos. 33-49552
811-6740
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE
AMENDMENT NO. 5
AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 11
LANDMARK INSTITUTIONAL TRUST*
(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)
COPY TO:
ROGER P. JOSEPH, ESQ., BINGHAM, DANA & GOULD LLP,
150 FEDERAL STREET,
BOSTON, MASSACHUSETTS 02110-1726
It is proposed that this filing will become effective on August 13, 1996,
pursuant to paragraph (a) of Rule 485 or such earlier date on which the
Commission may declare this filing effective pursuant to subparagraph (3) of
Rule 485(a).
Cash Reserves Portfolio has executed this Registration Statement.
Pursuant to Rule 24f-2, Registrant has registered an indefinite number of
its Shares of Beneficial Interest ($0.00001 par value) under the Securities
Act of 1933 and filed a Rule 24f-2 Notice on October 30, 1995 for
Registrant's fiscal year ended August 31, 1995.
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*This filing relates only to Class C and Class D shares of Landmark
Institutional Liquid Reserves.
<PAGE>
LANDMARK INSTITUTIONAL TRUST
(LANDMARK INSTITUTIONAL LIQUID RESERVES)
REGISTRATION STATEMENT ON FORM N-1A
CROSS REFERENCE SHEET
N-1A
ITEM NO. N-1A ITEM LOCATION
PART A PROSPECTUS
Item 1. Cover Page........................ Cover Page
Item 2. Synopsis.......................... Expense Summary
Item 3. Condensed Financial Information... Not Applicable
Item 4. General Description of
Registrant........................ Investment Information;
General Information; Appendix
Item 5. Management of the Fund............ Management; Expenses
Item 5A. Management's Discussion of Fund
Performance....................... Not Applicable
Item 6. Capital Stock and Other
Securities........................ General Information;
Voting and Other Rights;
Purchases; Exchanges;
Redemptions; Net Income
and Distributions; Tax
Matters
Item 7. Purchase of Securities Being
Offered............................ Purchases; Exchanges;
Redemptions
Item 8. Redemption or Repurchase........... Purchases; Exchanges;
Redemptions
Item 9. Pending Legal Proceedings.......... Not Applicable
STATEMENT OF
ADDITIONAL
PART B INFORMATION
Item 10. Cover Page......................... Cover Page
Item 11. Table of Contents.................. Cover Page
Item 12. General Information and History.... The Funds
Item 13. Investment Objectives and
Policies........................... Investment Objectives,
Policies and Restrictions
Item 14. Management of the Fund............. Management
Item 15. Control Persons and Principal
Holders of Securities.............. Management
Item 16. Investment Advisory and Other
Services........................... Management
Item 17. Brokerage Allocation and Other
Practices.......................... Portfolio Transactions
Item 18. Capital Stock and Other
Securities......................... Description of Shares,
Voting Rights and Liabilities
Item 19. Purchase, Redemption and Pricing
of Securities Being Offered........ Description of Shares, Voting
Rights and Liabilities;
Determination of Net Asset
Value
Item 20. Tax Status......................... Certain Additional Tax
Matters
Item 21. Underwriters....................... Management
Item 22. Calculation of Performance Data.... Performance Information
Item 23. Financial Statements............... Independent Accountants
and Financial Statements
<PAGE>
PART C Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration
Statement.
<PAGE>
PROSPECTUS
_____________, 1996
LANDMARK INSTITUTIONAL LIQUID RESERVES
(A MEMBER OF THE LANDMARKSM FAMILY OF FUNDS)
This Prospectus describes Class C shares of Landmark Institutional Liquid
Reserves, a diversified money market mutual fund in the Landmark Family of
Funds. Shares of the Fund are sold primarily to institutional investors.
Citibank, N.A. is the investment adviser.
UNLIKE OTHER MUTUAL FUNDS WHICH DIRECTLY ACQUIRE AND MANAGE THEIR OWN
PORTFOLIOS OF SECURITIES, INSTITUTIONAL LIQUID RESERVES SEEKS ITS INVESTMENT
OBJECTIVE BY INVESTING ALL OF ITS INVESTABLE ASSETS IN CASH RESERVES PORTFOLIO.
THE PORTFOLIO HAS THE SAME INVESTMENT OBJECTIVE AND POLICIES AS THE FUND. SEE
"SPECIAL INFORMATION CONCERNING INVESTMENT STRUCTURE" ON PAGE _.
INVESTMENTS IN THE FUND ARE NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THE FUND ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
SHARE; HOWEVER, THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.
PROSPECTIVE INVESTORS SHOULD ALSO BE AWARE THAT SHARES OF THE FUND ARE NOT
DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, CITIBANK, N.A. OR ANY
OF ITS AFFILIATES, ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER AGENCY, AND INVOLVE INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF
PRINCIPAL AMOUNT INVESTED.
This Prospectus concisely sets forth information about the Fund that a
prospective investor should know before investing. A Statement of Additional
Information dated January 2, 1996, as amended __________, 1996 (and
incorporated by reference in this Prospectus) has been filed with the
Securities and Exchange Commission. Copies of the Statement of Additional
Information may be obtained without charge, and further inquiries about the
Fund may be made, by calling 1-800-________.
<PAGE>
TABLE OF CONTENTS
Prospectus Summary ....................................
Expense Summary .......................................
Investment Information ................................
Risk Considerations ...................................
Valuation of Shares ...................................
Purchases .............................................
Exchanges .............................................
Redemptions ...........................................
Net Income and Distributions ..........................
Management ............................................
Tax Matters ...........................................
Performance Information ...............................
General Information ...................................
Appendix -- Permitted Investments and
Investment Practices .....................
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
INVESTORS SHOULD READ THIS PROSPECTUS AND RETAIN IT FOR
FUTURE REFERENCE.
<PAGE>
PROSPECTUS SUMMARY
See the body of the Prospectus for more information on the topics
discussed in this summary.
THE FUND: This Prospectus describes Class C shares of Landmark
Institutional Liquid Reserves, a money market mutual fund. The
Fund seeks its objective by investing its investable assets in
Cash Reserves Portfolio, which has the same investment
objective and policies as the Fund. There can be no assurance
that the Fund will achieve its objective.
INVESTMENT
OBJECTIVE AND
POLICIES: The Fund's investment objective is to provide its shareholders
with liquidity and as high a level of current income as is
consistent with the preservation of capital. Through Cash
Reserves Portfolio, the Fund invests in U.S. dollar-denominated
money market obligations with maturities of 397 days or less
issued by U.S. and non-U.S. issuers.
INVESTMENT
ADVISER AND
DISTRIBUTOR: Citibank, N.A. ("Citibank" or the "Adviser"), a wholly-owned
subsidiary of Citicorp, is the investment adviser. Citibank
and its affiliates manage more than $83 billion in assets
worldwide. The Landmark Funds Broker-Dealer Services, Inc.
("LFBDS" or the "Distributor") is the distributor of shares of
the Fund. See "Management."
PURCHASES AND
REDEMPTIONS: Investors may purchase and redeem shares of the Fund through a
Service Agent on any Business Day. See "Purchases" and
"Redemptions."
PRICING: Class C shares of the Fund are purchased and redeemed at net
asset value (normally $1.00 per share), without a sales load or
redemption fees. While there are no sales loads, shares are
subject to a distribution fee.
EXCHANGES: Shares may be exchanged for shares of most other Landmark
Funds. See "Exchanges."
DIVIDENDS: Declared daily and distributed monthly. Shares begin accruing
dividends on the day they are purchased. See "Net Income and
Distributions."
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REINVESTMENT: Dividends may be received either in cash or in Fund shares of
the same class at net asset value. See "Net Income and
Distributions."
WHO SHOULD
INVEST: The Fund is designed for investors seeking liquidity,
preservation of capital and current income, and for whom growth
of capital is not a consideration. The Fund is also designed
for investors seeking a convenient means of accumulating an
interest in a professionally managed, diversified portfolio
consisting of short-term, U.S. dollar-denominated money market
obligations issued by U.S. and non-U.S. issuers. See
"Investment Information."
RISK FACTORS: There can be no assurance that the Fund will achieve its
investment objective. In addition, while the Fund intends to
maintain a stable net asset value of $1.00 per share, there can
be no assurance that it will be able to do so. Investments in
high quality, short-term instruments may, in many
circumstances, result in a lower yield than would be available
from investments with a lower quality or a longer term.
Investors in the Fund should be able to assume the special
risks of investing in non-U.S. securities, which include
possible adverse political, social and economic developments
abroad, differing regulations to which non-U.S. issuers are
subject and different characteristics of non-U.S. economies and
markets. In addition, the prices of securities of non-U.S.
issuers may be more volatile than those of comparable U.S.
issuers.
Certain investment practices also may entail special risks.
Prospective investors should read "Risk Considerations" for
more information about risk factors.
EXPENSE SUMMARY
The following table summarizes estimated shareholder transaction and
annual operating expenses for Class C shares of the Fund and for the
Portfolio.* The Fund invests all of its investable assets in the Portfolio. The
Trustees of the Fund believe that the aggregate per share expenses of the Fund
and the Portfolio will be less than or approximately equal to the expenses that
the Fund would incur if the assets of the Fund were invested directly in the
types of securities held by the Portfolio. For more information on costs and
expenses, see "Management" -- page __ and "General Information -- Expenses" --
page __.
<PAGE>
--------------
INSTITUTIONAL
LIQUID
RESERVES
Class C
shares
- ------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES None
ANNUAL FUND OPERATING EXPENSES,
AFTER FEE WAIVERS AND
REIMBURSEMENTS (AS A PERCENTAGE
OF AVERAGE NET ASSETS):
Investment Management Fee(1)........ .06%
12b-1 Fees
(including service fees) (1)(2) .10%
Administrative Services Fees (1).... .05%
Other Expenses (1).................. .09%
Total Fund Operating Expenses(1) .30%
* This table is intended to assist investors in understanding the various
costs and expenses that a shareholder of the Fund will bear, either
directly or indirectly. The table shows the fees paid to various service
providers after giving effect to expected voluntary partial fee waivers.
(1) Absent fee waivers and reimbursements, investment management fees, 12b-1
fees, administrative services fees, other expenses and total fund
operating expenses would be .15%, .10%, .40, .09% and .74%. There can be
no assurance that the fee waivers and reimbursements reflected in the
table will continue at their present levels.
(2) Fees under the 12b-1 service plan are asset-based sales charges.
Long-term shareholders in the Fund could pay more in sales charges than
the economic equivalent of the maximum front-end sales charges permitted
by the National Association of Securities Dealers, Inc.
EXAMPLE: A shareholder would pay the following expenses on a $1,000
investment in Class C shares, assuming redemption at the end of each period
indicated below:
ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
$3 $10 $17 $38
The Example assumes a 5% annual return and that all dividends are
reinvested, and expenses are based on the Fund's fiscal year ended August 31,
1995, after waivers and reimbursements and adjusted to reflect the expenses of
Class C shares. No Class C shares were outstanding during the Fund's fiscal
year ended August 31, 1995. If waivers and reimbursements were not in place,
the amounts in the Example would be $8, $24, $41 and $92. The assumption of a
5% annual return is required by the Securities and Exchange Commission for all
mutual funds, and is not a prediction of the Fund's future performance. THE
<PAGE>
EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OF
THE FUND. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
INVESTMENT INFORMATION
INVESTMENT OBJECTIVE: The investment objective of the Fund is to provide its
shareholders with liquidity and as high a level of current income as is
consistent with the preservation of capital.
The investment objective of the Fund may be changed by its Trustees
without approval by shareholders, but shareholders will be given written notice
at least 30 days before any change is implemented. Of course, there can be no
assurance that the Fund will achieve its investment objective.
INVESTMENT POLICIES: The Fund seeks its objective by investing all of its
investable assets in Cash Reserves Portfolio. Cash Reserves Portfolio seeks the
same objective as the Fund by investing in high quality U.S. dollar-denominated
money market instruments. These instruments include short-term obligations of
the U.S. Government and repurchase agreements covering these obligations, bank
obligations (such as certificates of deposit, bankers' acceptances and fixed
time deposits) of U.S. and non-U.S banks and obligations issued or guaranteed
by the governments of Western Europe, Scandinavia, Australia, Japan and Canada.
The U.S. Government obligations in which the Portfolio invests include U.S.
Treasury bills, notes and bonds, and instruments issued by U.S. Government
agencies or instrumentalities. Some obligations of U.S. Government agencies and
instrumentalities are supported by the "full faith and credit" of the United
States, others by the right of the issuer to borrow from the U.S. Treasury and
others only by the credit of the agency or instrumentality. For more
information regarding the Portfolio's permitted investments and investment
practices, see the Appendix -- Permitted Investments and Investment Practices
on page __.
CERTAIN ADDITIONAL INVESTMENT POLICIES
$1.00 NET ASSET VALUE. The Fund employs specific investment policies and
procedures designed to maintain a constant net asset value of $1.00 per share.
There can be no assurance, however, that a constant net asset value will be
maintained on a continuing basis. See "Net Income and Distributions."
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 which have been determined by the Adviser to present minimal credit
risks. To meet the Portfolio's high quality standards a security must be 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
<PAGE>
rating, that NRSRO or, in the case of an investment which is not rated, of
comparable quality as determined by the Adviser. 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.
PERMITTED INVESTMENTS. For more information regarding permitted
investments and investment practices, see the Appendix -- Permitted Investments
and Investment Practices on page __. The Fund will not necessarily invest or
engage in each of the investments and investment practices in the Appendix but
reserves the right to do so.
INVESTMENT RESTRICTIONS. The Statement of Additional Information contains
a list of specific investment restrictions which govern the investment policies
of the Fund and the Portfolio. Certain of these specific restrictions may not
be changed without shareholder approval. If a percentage or rating restriction
(other than a restriction as to borrowing) is adhered to at the time an
investment is made, a later change in percentage or rating resulting from
changes in the 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.
RISK CONSIDERATIONS
The risks of investing in the Fund vary depending upon the nature of the
securities held, and the investment practices employed, on its behalf. Certain
of these risks are described below.
"CONCENTRATION" IN BANK OBLIGATIONS. The Portfolio invests more than 25%
of its assets, and may invest up to 100% of its assets, in bank obligations.
This concentration policy is fundamental, and may not be changed without the
consent of the Portfolio's investors. Banks are subject to extensive
governmental regulation which may limit both the amounts and types of loans and
other financial commitments which may be made and interest rates and fees which
may be charged. The profitability of this industry is largely dependent upon
the availability and cost of capital funds for the purpose of financing lending
operations under prevailing money market conditions. Also, general economic
conditions play an important part in the operation of this industry and
exposure to credit losses arising from possible financial difficulties of
borrowers might affect a bank's ability to meet its obligations under a letter
of credit or guarantee.
NON-U.S. SECURITIES. Investors in the Fund should be aware that
investments in non-U.S. securities involve risks relating to political, social
and economic developments abroad, as well as risks resulting from the
differences between the regulations to which U.S. and non-U.S. issuers and
<PAGE>
markets are subject. These risks may include expropriation, confiscatory
taxation, withholding taxes on dividends and interest, limitations on the use
or transfer of Portfolio assets and political or social instability. In
addition, non-U.S. companies may not be subject to accounting standards or
governmental supervision comparable to U.S. companies, and there may be less
public information about their operations. Non-U.S. markets may be less liquid
and more volatile than U.S. markets, and may offer less protection to investors
such as the Portfolio.
INVESTMENT PRACTICES. Certain of the investment practices employed for
the Portfolios may entail certain risks. See the Appendix -- Permitted
Investments and Investment Practices on page __.
SPECIAL INFORMATION CONCERNING INVESTMENT STRUCTURE: Unlike other mutual funds
which directly acquire and manage their own portfolio securities, the Fund
seeks its investment objective by investing all of its investable assets in the
Portfolio, a registered investment company. The Portfolio has the same
investment objective and policies as the Fund. In addition to selling
beneficial interests to the Fund, the Portfolio may sell beneficial interests
to other mutual funds, collective investment vehicles, or institutional
investors. Such investors will invest in the Portfolio on the same terms and
conditions and will pay a proportionate share of the Portfolio's expenses.
However, the other investors investing in the Portfolio are not required to
sell their shares at the same public offering price as the Fund due to
variations in sales commissions and other operating expenses. Therefore,
investors in the Fund should be aware that these differences may result in
differences in returns experienced by investors in the different funds that
invest in the Portfolio. Such differences in returns are also present in other
mutual fund structures. Information concerning other holders of interests in
the Portfolio is available from the Fund's distributor, LFBDS.
The investment objective of the Fund may be changed by its Trustees
without the approval of shareholders, but not without written notice thereof to
shareholders at least 30 days prior to implementing the change. If there is a
change in the Fund's investment objective, shareholders should consider whether
the Fund remains an appropriate investment in light of their then current
financial positions and needs. The investment objective of the Portfolio may
also be changed without the approval of the investors in the Portfolio, but not
without written notice thereof to the investors in the Portfolio (and, if the
Fund is then invested in the Portfolio, notice to Fund shareholders) at least
30 days prior to implementing the change. There can, of course, be no assurance
that the investment objective of either the Fund or the Portfolio will be
achieved. See "Investment Objective, Policies and Restrictions -- Investment
Restrictions" in the Statement of Additional Information for a description of
the fundamental policies of the Fund and the Portfolio that cannot be changed
without approval by the holders of a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940 (the "1940 Act"))
of the Fund or Portfolio. Except as stated otherwise, all investment
<PAGE>
guidelines, policies and restrictions described herein and in the Statement of
Additional Information are non-fundamental.
Certain changes in the Portfolio's investment objective, policies or
restrictions or a failure by the Fund's shareholders to approve a change in the
Portfolio's investment objective or restrictions, may preclude the Fund from
investing its investable assets in the Portfolio or require the Fund to
withdraw its interest in the Portfolio. Any such withdrawal could result in an
"in kind" distribution of securities (as opposed to a cash distribution) from
the Portfolio which may or may not be readily marketable. If securities are
distributed, the Fund could incur brokerage, tax or other charges in converting
the securities to cash. The in kind distribution may result in the Fund having
a less diversified portfolio of investments or adversely affect the liquidity
of the Fund. Notwithstanding the above, there are other means for meeting
shareholder redemption requests, such as borrowing. The absence of substantial
experience with this investment structure could have an adverse effect on an
investment in the Fund.
Smaller funds investing in the Portfolio may be materially affected by
the actions of larger funds investing in the Portfolio. For example, if a large
fund withdraws from the Portfolio, the remaining funds may subsequently
experience higher pro rata operating expenses, thereby producing lower returns.
Additionally, because the Portfolio would become smaller, it may become less
diversified, resulting in increased portfolio risk; however, these
possibilities exist for traditionally structured funds which have large or
institutional investors who may withdraw from a fund. Also, funds with a
greater pro rata ownership in the Portfolio could have effective voting control
of the operations of the Portfolio. If the Fund is requested to vote on matters
pertaining to the Portfolio (other than a vote by the Fund to continue the
operation of the Portfolio upon the withdrawal of another investor in the
Portfolio), the Fund will hold a meeting of its shareholders and will cast all
of its votes proportionately as instructed by such shareholders. The Fund will
vote the shares held by Fund shareholders who do not give voting instructions
in the same proportion as the shares of Fund shareholders who do give voting
instructions. Shareholders of the Fund who do not vote will have no effect on
the outcome of such matters.
The Fund may withdraw its investment from the Portfolio at any time, if
the Fund's Board of Trustees determines that it is in the best interest of the
Fund to do so. Upon any such withdrawal, the Board of Trustees would consider
what action might be taken, including the investment of all of the investable
assets of the Fund in another pooled investment entity having the same
investment objective as the Fund or the retaining of an investment adviser to
manage the Fund's assets in accordance with the investment policies described
above. In the event the Fund's Trustees were unable to find a substitute
investment company in which to invest the Fund's assets or were unable to
secure directly the services of an investment adviser, the Trustees would
determine the best course of action.
<PAGE>
For a description of the management of the Portfolio, see "Management"
- -- page __. For descriptions of the expenses of the Portfolio, see "Management"
and "General Information -- Expenses" -- page __. For a description of the
investment objective, policies and restrictions of the Portfolio, see
"Investment Information" -- page __.
VALUATION OF SHARES
Net asset value per share of each class of shares of the Fund is
determined each day the New York Stock Exchange is open for trading (a
"Business Day"). This determination is made once each day as of 3:00 p.m.,
Eastern time, by adding the market value of all securities and other assets
attributable to the class of shares of the Fund (including its interest in the
Portfolio), then subtracting the liabilities charged to that class, and then
dividing the result by the number of outstanding shares of that class. The
amortized cost method of valuing Portfolio securities is used in order to
stabilize the net asset value of shares of each class of the Fund at $1.00;
however, there can be no assurance that the Fund's net asset value will always
remain at $1.00 per share. The net asset value per share is effective for
orders received and accepted by the Distributor prior to its calculation.
The amortized cost method involves valuing a security at its cost and
thereafter assuming a constant amortization to maturity of any discount or
premium. Although the amortized cost method provides certainty in valuation, it
may result in periods during which the stated value of a security is higher or
lower than the price the Portfolio would receive if the security were sold.
PURCHASES
Class C shares are offered continuously and may be purchased on any
Business Day at the public offering price. Shares may be purchased through
certain financial institutions (which may include banks), securities dealers
and other industry professionals (called Service Agents) that have entered into
service agreements with the Distributor. Customers of Citicorp Investment
Services (CIS), a Service Agent, will purchase shares through an account with
CIS and should contact CIS at 1-800-846-5200 (customers in New York City may
call 212-820-2380) for details. Customers of other Service Agents should
contact those Service Agents for information on purchases. Each Service Agent
may establish its own terms, conditions and charges with respect to services it
offers to its customers. Charges for these services may include fixed annual
fees and account maintenance fees. The effect of any such fees will be to
reduce the net return on the investment of customers of that Service Agent.
Each Service Agent has agreed to transmit to its customers who are shareholders
of the Fund appropriate prior written disclosure of any fees that it may charge
them directly.
<PAGE>
The public offering price of Class C shares is the net asset value
(normally $1.00 per share) next determined after an order in proper form is
received and accepted by the Transfer Agent. The Fund and the Transfer Agent
reserve the right to reject any purchase order and to suspend the offering of
Fund shares for a period of time. Each Service Agent is responsible for
transmitting promptly orders of its customers.
Service Agents will not transmit purchase orders to the Distributor until
they have received the purchase price in federal or other immediately available
funds. If Fund shares are purchased by check, there will be a delay (usually
not longer than two business days) in transmitting the purchase order until the
check is converted into federal funds.
EXCHANGES
Shares of the Fund may be exchanged for shares of other Landmark Funds
that are made available by a shareholder's Service Agent, or may be acquired
through an exchange of shares of those funds. No initial sales charge is
imposed on shares being acquired through an exchange unless the shares being
acquired are subject to a sales charge that is greater than the current sales
charge of the Fund (in which case an initial sales charge will be imposed at a
rate equal to the difference). Contingent deferred sales charges may apply to
redemptions of some shares of other Landmark Funds disposed of or acquired
through an exchange.
Shareholders may place exchange orders through the Transfer Agent or, if
they are customers of a Service Agent, through their Service Agent, and may do
so by telephone if their account applications so permit. For more information
on telephone transactions see "Redemptions." All exchanges will be effected
based on the relative net asset values per share next determined after the
exchange order in proper form is received by the Transfer Agent. Shares may be
exchanged only after payment in federal funds for the shares has been received
by the Transfer Agent. This exchange privilege may be modified or terminated at
any time, upon at least 60 days' notice when such notice is required by SEC
rules, and is available only in those jurisdictions where such exchanges
legally may be made. See the Statement of Additional Information for further
details.
REDEMPTIONS
Fund shares may be redeemed at their net asset value (normally $1.00 per
share) next determined after a redemption request in proper form is received by
the Transfer Agent. Each Service Agent is responsible for the prompt
transmission of redemption orders to the Fund on behalf of its customers. A
Service Agent may establish requirements or procedures regarding submission of
redemption requests by its customers that are different from those described
<PAGE>
below. Investors should consult their Service Agents for details. If a
redeeming shareholder owns shares of more than one class, Class D shares will
be redeemed first followed by Class C shares and then Class A shares, unless
the shareholder specifically requests otherwise.
REDEMPTIONS BY MAIL. Shareholders may redeem Fund shares by sending
written instructions in proper form (as determined by the Transfer Agent or a
shareholder's Service Agent) to the Transfer Agent or, if shareholders are
customers of a Service Agent, their Service Agent. Shareholders are responsible
for ensuring that a request for redemption is in proper form.
REDEMPTIONS BY TELEPHONE. Shareholders may redeem or exchange Fund shares
by telephone, if their account applications so permit, by calling the Transfer
Agent or, if they are customers of a Service Agent, their Service Agent. During
periods of drastic economic or market changes or severe weather or other
emergencies, shareholders may experience difficulties implementing a telephone
exchange or redemption. In such an event, another method of instruction, such
as a written request sent via an overnight delivery service, should be
considered. The Fund and each Service Agent will employ reasonable procedures
to confirm that instructions communicated by telephone are genuine. These
procedures may include recording of the telephone instructions and verification
of a caller's identity by asking for his or her name, address, telephone
number, Social Security number, and account number. If these or other
reasonable procedures are not followed, the Fund, the Transfer Agent or the
Service Agent may be liable for any losses to a shareholder due to unauthorized
or fraudulent instructions. Otherwise, the shareholder will bear all risk of
loss relating to a redemption or exchange by telephone.
PAYMENT OF REDEMPTIONS. The proceeds of a redemption are paid in federal
funds normally on the Business Day the redemption is effected, but in any event
within seven days. If a shareholder requests redemption of shares which were
purchased recently, the Fund may delay payment until it is assured that good
payment has been received. In the case of purchases by check, this can take up
to ten days. See "Determination of Net Asset Value" in the Statement of
Additional Information regarding the Fund's right to pay the redemption price
in kind with securities (instead of cash).
Questions about redemption requirements should be referred to the
Transfer Agent or, for customers of a Service Agent, their Service Agent. The
right of any shareholder to receive payment with respect to any redemption may
be suspended or the payment of the redemption price postponed during any period
in which the New York Stock Exchange is closed (other than weekends or
holidays) or trading on the Exchange is restricted or if an emergency exists.
<PAGE>
NET INCOME AND DISTRIBUTIONS
The net income of the Fund is determined each 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 3:00 p.m., Eastern time.
All the net income of the Fund is declared as a dividend to shareholders of
record at the time of such determination. Shares begin accruing dividends on
the day they are purchased, and accrue dividends up to and including the day
prior to redemption. Dividends are distributed monthly on or prior to the last
Business Day of each month. Unless a shareholder elects to receive dividends in
cash, dividends are distributed in the form of full and fractional additional
Class C shares at the rate of one Class C share for each one dollar of dividend
income.
Since the net income of the Fund is declared as a dividend each time the
net income of the Fund is determined, the net asset value per share of each
class of shares of the Fund is expected to remain at $1.00 per share
immediately after each such determination and dividend declaration. Any
increase in the value of a shareholder's investment in the Fund, representing
the reinvestment of dividend income, is reflected by an increase in the number
of shares of the Fund in the shareholder's account.
It is expected that the Fund will have a positive net income at the time
of each determination thereof. If for any reason the Fund's net income is a
negative amount, which could occur, for instance, upon default by an issuer of
a portfolio security, the Fund would first offset the negative amount with
respect to each shareholder account from the dividends declared during the
month with respect to those accounts. If and to the extent that negative net
income exceeds declared dividends at the end of the month, the Fund would
reduce the number of outstanding Fund shares by treating each shareholder as
having contributed to the capital of the Fund that number of full and
fractional shares in the shareholder's account which represents the
shareholder's share of the amount of such excess. Each shareholder would be
deemed to have agreed to such contribution in these circumstances by investment
in the Fund.
MANAGEMENT
TRUSTEES AND OFFICERS: The Fund is supervised by the Board of Trustees of
Landmark Institutional Trust. The Portfolio is supervised by its own Board of
Trustees. In each case, a majority of the Trustees are not affiliated with the
Adviser. In addition, a majority of the disinterested Trustees of the Fund are
different from a majority of the disinterested trustees of the Portfolio. More
information on the Trustees and officers of the Fund and the Portfolio appears
under "Management" in the Statement of Additional Information.
INVESTMENT ADVISER: CITIBANK. The Fund draws on the strength and experience of
Citibank. Citibank offers a wide range of banking and investment services to
<PAGE>
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 $83 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 investment advisory fees, which are 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, 1995, the investment advisory fees
payable to Citibank were $4,097,854, of which $2,306,161 was voluntarily waived
(after waiver, 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 Fund and 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 Fund or the Portfolio. Citibank
believes that its services under the Investment Advisory Agreement and the
activities performed by it or its affiliates as Service Agents and
sub-administrator are not underwriting and are consistent with the
Glass-Steagall Act and other relevant federal and state laws. However, there is
no controlling precedent regarding the performance of the combination of
investment advisory, shareholder servicing and sub-administrative activities by
banks. State laws on this issue may differ from applicable federal law and
banks and financial institutions may be required to register as dealers
pursuant to state securities laws. Changes in either federal or state statutes
or regulations, or in their interpretations, could prevent Citibank or its
affiliates from continuing to perform these services. If Citibank or its
affiliates were to be prevented from acting as the Adviser, sub-administrator
or a Service Agent, the Fund or Portfolio would seek alternative means for
<PAGE>
obtaining these services. The Fund does not expect that shareholders would
suffer any adverse financial consequences as a result of any such occurrence.
ADMINISTRATORS: LFBDS provides certain administrative services to the Fund and
Signature Financial Group (Cayman), Ltd. ("SFG") provides certain
administrative services to the Portfolio, in each case under administrative
services agreements. These administrative services include providing general
office facilities, supervising the overall administration of the Fund and the
Portfolio, and providing persons satisfactory to the Boards of Trustees to
serve as Trustees and officers of the Fund and Portfolio. These Trustees and
officers may be directors, officers or employees of LFBDS, SFG or their
affiliates.
For these services, the Administrators receive fees accrued daily and
paid monthly of 0.35% of the average daily net assets of the Fund and 0.05% of
the assets of the Portfolio, in each case on an annualized basis for the Fund's
or the Portfolio's then-current fiscal year. However, each of the
Administrators has voluntarily agreed to waive a portion of the fees payable to
it.
LFBDS and SFG are wholly-owned subsidiaries of
Signature Financial Group, Inc. "Landmark" is a service mark
of LFBDS.
SUB-ADMINISTRATOR: Pursuant to sub-administrative services agreements, Citibank
performs such sub-administrative duties for the Fund and the Portfolio as from
time to time are agreed upon by Citibank and LFBDS or SFG. Citibank's
compensation as sub-administrator is paid by LFBDS or SFG.
TRANSFER AGENT, CUSTODIAN AND FUND ACCOUNTANT: State Street Bank and Trust
Company (or its affiliate State Street Canada, Inc.) acts as transfer agent and
dividend disbursing agent for the Fund. State Street (or its affiliate State
Street Canada, Inc.) acts as the custodian of the Fund's and the Portfolio's
assets. Securities held for the Portfolio may be held by a sub-custodian bank
approved by the Portfolio's Trustees. State Street also provides fund
accounting services to the Fund and the Portfolio and calculates the daily net
asset value for the Fund and the Portfolio.
DISTRIBUTION ARRANGEMENTS: LFBDS is the Distributor of the Fund's shares. Under
a Service Plan which has been adopted in accordance with Rule 12b-1 under the
1940 Act, the Fund may pay monthly fees at an annual rate not to exceed 0.10%
of the average daily net assets attributable to Class C shares of the Fund.
These fees may be used to make payments to the Distributor for distribution
services, and to Service Agents and other in respect of the sale of shares of
the Fund, and to make payments for advertising, marketing or other promotional
activity, and payments for preparation, printing and distribution of
prospectuses, statements of additional information and reports for recipients
other than regulators and existing shareholders. The Fund also may make
payments to the Distributor, Service Agents and others for providing personal
service or the maintenance of shareholder accounts. The Fund and the
Distributor provide to the Trustees quarterly a written report of amounts
<PAGE>
expended pursuant to the Service Plan and the purposes for which the
expenditures were made.
During the period they are in effect, the Service Plan and related
Distribution Agreement obligate the Fund to pay fees to the Distributor,
Service Agents and others as compensation for their services, not as
reimbursement for specific expenses incurred. Thus, even if their expenses
exceed the fees provided for under the Service Plan, the Fund will not be
obligated to pay more than those fees and, if their expenses are less than the
fees paid to them, they will realize a profit. The Fund will pay the fees to
the Distributor, Service Agents and others until the Service Plan or
Distribution Agreement is terminated or not renewed. In that event, the
Distributor's or Service Agent's expenses in excess of fees received or accrued
through the termination date will be the Distributor's or Service Agent's sole
responsibility and not obligations of the Fund.
Class C shares have exclusive voting rights with respect to the Service
Plan.
Securities dealers and other financial institutions may receive different
compensation with respect to sales of different classes of Fund shares. Service
Agents which are banks or financial institutions will receive transaction fees
that are equal to the commissions paid to securities brokers. The Distributor,
at its expense, may from time to time provide additional promotional incentives
to brokers who sell shares of the Fund. In some instances, these incentives may
be offered to certain brokers who have sold or may sell significant number of
shares of the Fund. From time to time the Distributor may make payments for
distribution and/or shareholder servicing activities out of its past profits
and any other sources available to it.
TAX MATTERS
This discussion of taxes is for general information only. Investors
should consult their own tax advisers about their particular situations.
The Fund intends to meet requirements of the Internal Revenue Code
applicable to regulated investment companies so that it will not be liable for
any federal income or excise taxes.
Shareholders are required to pay federal income tax on any dividends and
other distributions received. Generally, distributions from the Fund's net
investment income and short-term capital gains will be taxed as ordinary
income. Distributions from long-term net capital gains will be taxed as such
regardless of how long the shares of the Fund have been held. Dividends and
distributions are treated in the same manner for federal tax purposes whether
they are paid in cash or as additional shares.
<PAGE>
Distributions derived from interest on U.S. Government obligations may be
exempt from state and local taxes in certain states. Early each year, the Fund
will notify its shareholders of the amount and tax status of distributions paid
to shareholders for the preceding year.
The account application asks each new shareholder to certify that the
shareholder's Social Security or taxpayer identification number is correct and
that the shareholder is not subject to 31% backup withholding for failing to
report income to the IRS. The Fund may be required to withhold (and pay over to
the IRS for the shareholder's credit) 31% of certain distributions paid to
shareholders who fail to provide this information or otherwise violate IRS
regulations.
Investors should consult their own tax advisers regarding the status of
their accounts under state and local laws.
PERFORMANCE INFORMATION
Fund performance may be quoted in advertising, shareholder reports and
other communications in terms of yield, effective yield and total rate of
return. All performance information is historical and is not intended to
indicate future performance. Yields and total rates of return fluctuate in
response to market conditions and other factors.
The Fund may provide its period and average annualized "total rates of
return." The "total rate of return" refers to the change in the value of an
investment in the Fund over a stated period and is compounded to include the
value of any shares purchased with any dividends or capital gains declared
during such period. Period total rates of return may be "annualized." An
"annualized" total rate of return assumes that the period total rate of return
is generated over a one-year period.
The Fund may provide annualized "yield" and "effective yield" quotations.
The "yield" of the Fund refers to the income generated by an investment in the
Fund over a seven-day period (which period is stated in any such advertisement
or communication). This income is then annualized; that is, the amount of
income generated by the investment over that period is assumed to be generated
each week over a 365-day period and is shown as a percentage of the investment.
The "effective 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 yield because of
the compounding effect of this assumed reinvestment. The Fund may also provide
yield and effective yield quotations for longer periods.
Of course, any fees charged by a shareholder's Service Agent will reduce
that shareholder's net return on investment. See the Statement of Additional
Information for more information concerning the calculation of yield and total
rate of return quotations for the Fund.
<PAGE>
GENERAL INFORMATION
ORGANIZATION: The Fund is a diversified series of Landmark Institutional Trust,
which is a Massachusetts business trust which was organized on July 8, 1992.
The Fund also is an open-end management investment company registered under the
1940 Act.
Under the 1940 Act, a diversified series or 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.
Under Massachusetts law, shareholders of a business trust may, under
certain circumstances, be held personally liable as partners for the trust's
obligations. However, the risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances in which both
inadequate insurance existed and the trust itself was unable to meet its
obligations.
The Portfolio is a trust organized under the laws of the State of New
York. The Declaration of Trust of the Portfolio provides that the Fund and
other entities investing in the Portfolio are each liable for all obligations
of the Portfolio. However, it is not expected that the liabilities of the
Portfolio would ever exceed its assets.
VOTING AND OTHER RIGHTS: Landmark Institutional Trust may issue an unlimited
number of shares, may create new series of shares and may divide shares in each
series into classes. Each share of the Fund gives the shareholder one vote in
Trustee elections and other matters submitted to shareholders for vote. All
shares of each series of the Trust have equal voting rights except that, in
matters affecting only a particular Fund or class, only shares of that
particular Fund or class are entitled to vote. The Trust currently has two
series.
The Fund currently offers three classes of shares, including the Class C
shares described in this Prospectus. All three classes are sold without sales
charges or redemption fees. Class A and Class D shares may be subject to
different distribution fees from Class C shares; this may affect performance.
For more information about Class A and Class D shares investors may call
1-800-________ or consult their Service Agents. All three classes of shares may
not be available through an investor's Service Agent. No Class C or Class D
shares were outstanding during the Fund's fiscal year ended August 31, 1995.
At any meeting of shareholders of the Fund, a Service 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 receives
<PAGE>
for all other shares of which that Service Agent is the holder of record.
The Trust's activities are supervised by the Trust's Board of Trustees.
As a Massachusetts business trust, the Trust is not required to hold annual
shareholder meetings. Shareholder approval will usually be sought only for
changes in the Fund's or the Portfolio's fundamental investment restrictions
and for the election of Trustees under certain circumstances. Trustees may be
removed by shareholders under certain circumstances. Each share of the Fund is
entitled to participate equally in dividends and other distributions and the
proceeds of any liquidation of the Fund except that, due to the differing
expenses borne by each class, dividends and proceeds generally will be lower
for Class C shares than for Class A shares and higher than for Class D shares.
CERTIFICATES: The Fund's Transfer Agent maintains a share
register for shareholders of record. Share certificates are
not issued.
RETIREMENT PLANS: Investors may be able to establish new accounts in the Fund
under one of several tax-sheltered plans. Such plans include IRAs, Keogh or
Corporate Profit-Sharing and Money-Purchase Plans, 403(b) Custodian Accounts,
and certain other qualified pension and profit-sharing plans. Investors should
consult with their Service Agents and tax and retirement advisers.
EXPENSES: For the fiscal year ended August 31, 1995, total operating expenses
of the Fund, after allocating to the Fund its share of the Portfolio's expenses
and after giving effect to fee waivers or reimbursements, were 0.17% of the
Fund's average daily net assets for that fiscal year. No Class C shares were
outstanding during that fiscal year. Expenses of Class C shares will generally
be higher than those of Class A shares and lower than those of Class D shares.
All fee waivers are voluntary and may be reduced or terminated at any time.
COUNSEL AND INDEPENDENT AUDITORS: Bingham, Dana & Gould LLP, Boston,
Massachusetts, is counsel for the Fund. Price Waterhouse LLP, Boston,
Massachusetts, serves as independent auditor for the Fund.
---------------------------
The Statement of Additional Information dated the date hereof contains
more detailed information about the Fund and the Portfolio, including
information related to (i) investment policies and restrictions, (ii) the
Trustees, officers, Adviser and Administrators, (iii) securities transactions,
(iv) the Fund's shares, including rights and liabilities of shareholders, (v)
the method used to calculate performance information, (vi) programs for the
purchase of shares, and (vii) the determination of net asset value.
No person has been authorized to give any information or make any
representations not contained in this Prospectus in connection with the
offering made by this Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by the Fund
<PAGE>
or its distributor. This Prospectus does not constitute an offering by the Fund
or its distributor in any jurisdiction in which such offering may not lawfully
be made.
<PAGE>
APPENDIX
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.
COMMERCIAL PAPER. The Portfolio may invest in commercial paper, which is
unsecured debt of corporations usually maturing in 270 days or less from its
date of issuance.
ASSET-BACKED SECURITIES. The Portfolio may invest in asset-backed
securities, which represent fractional interests in underlying pools of assets,
such as car installment loans or credit card receivables. The rate of return on
asset-backed securities may be affected by prepayment of the underlying loans
or receivables. Reinvestment of principal may occur at higher or lower rates
than the original yield.
REPURCHASE AGREEMENTS. The Portfolio may enter into repurchase
agreements. Repurchase agreements are transactions in which an institution
sells the Portfolio a security at one price, subject to the Portfolio's
obligation to resell and the selling institution's obligation to repurchase
that security at a higher price normally within a seven day period. There may
be delays and risks of loss if the seller is unable to meet its obligation to
repurchase.
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 or
a repurchase agreement, 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 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.
<PAGE>
[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 AND OFFICERS
Philip W. Coolidge*, President
Riley C. Gilley
Diana R. Harrington
Susan B. Kerley
SECRETARY
Thomas M. Lenz*
TREASURER
John R. Elder*
*Affiliated Person of Administrator and Distributor
INVESTMENT ADVISER
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 LLP
150 Federal Street, Boston, MA 02110
<PAGE>
INSTITUTIONAL
[LOGO] LANDMARK(SM) FUNDS
Advised by Citibank, N.A.
LANDMARK
INSTITUTIONAL
LIQUID RESERVES - CLASS C SHARES
PROSPECTUS
______________, 1996
<PAGE>
PROSPECTUS
______________, 1996
LANDMARK INSTITUTIONAL LIQUID RESERVES
(A MEMBER OF THE LANDMARKSM FAMILY OF FUNDS)
This Prospectus describes Class D shares of Landmark Institutional Liquid
Reserves, a diversified money market mutual fund in the Landmark Family of
Funds. Shares of the Fund are sold primarily to institutional investors.
Citibank, N.A. is the investment adviser.
UNLIKE OTHER MUTUAL FUNDS WHICH DIRECTLY ACQUIRE AND MANAGE THEIR OWN
PORTFOLIOS OF SECURITIES, INSTITUTIONAL LIQUID RESERVES SEEKS ITS INVESTMENT
OBJECTIVE BY INVESTING ALL OF ITS INVESTABLE ASSETS IN CASH RESERVES PORTFOLIO.
THE PORTFOLIO HAS THE SAME INVESTMENT OBJECTIVE AND POLICIES AS THE FUND. SEE
"SPECIAL INFORMATION CONCERNING INVESTMENT STRUCTURE" ON PAGE _.
INVESTMENTS IN THE FUND ARE NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THE FUND ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
SHARE; HOWEVER, THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.
PROSPECTIVE INVESTORS SHOULD ALSO BE AWARE THAT SHARES OF THE FUND ARE NOT
DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, CITIBANK, N.A. OR ANY
OF ITS AFFILIATES, ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER AGENCY, AND INVOLVE INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF
PRINCIPAL AMOUNT INVESTED.
This Prospectus concisely sets forth information about the Fund that a
prospective investor should know before investing. A Statement of Additional
Information dated January 2, 1996, as amended ________, 1996 (and incorporated
by reference in this Prospectus) has been filed with the Securities and
Exchange Commission. Copies of the Statement of Additional Information may be
obtained without charge, and further inquiries about the Fund may be made, by
calling 1-800-________.
<PAGE>
TABLE OF CONTENTS
Prospectus Summary ....................................
Expense Summary .......................................
Investment Information ................................
Risk Considerations ...................................
Valuation of Shares ...................................
Purchases .............................................
Exchanges .............................................
Redemptions ...........................................
Net Income and Distributions ..........................
Management ............................................
Tax Matters ...........................................
Performance Information ...............................
General Information ...................................
Appendix -- Permitted Investments and
Investment Practices .......................
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
INVESTORS SHOULD READ THIS PROSPECTUS AND RETAIN IT FOR
FUTURE REFERENCE.
<PAGE>
PROSPECTUS SUMMARY
See the body of the Prospectus for more information on the topics
discussed in this summary.
THE FUND: This Prospectus describes Class D shares of Landmark
Institutional Liquid Reserves, a money market mutual fund. The
Fund seeks its objective by investing its investable assets in
Cash Reserves Portfolio, which has the same investment
objective and policies as the Fund. There can be no assurance
that the Fund will achieve its objective.
INVESTMENT
OBJECTIVE AND
POLICIES: The Fund's investment objective is to provide its shareholders
with liquidity and as high a level of current income as is
consistent with the preservation of capital. Through Cash
Reserves Portfolio, the Fund invests in U.S. dollar-denominated
money market obligations with maturities of 397 days or less
issued by U.S. and non-U.S. issuers.
INVESTMENT
ADVISER AND
DISTRIBUTOR: Citibank, N.A. ("Citibank" or the "Adviser"), a wholly-owned
subsidiary of Citicorp, is the investment adviser. Citibank
and its affiliates manage more than $83 billion in assets
worldwide. The Landmark Funds Broker-Dealer Services, Inc.
("LFBDS" or the "Distributor") is the distributor of shares of
the Fund. See "Management."
PURCHASES AND
REDEMPTIONS: Investors may purchase and redeem shares of the Fund through a
Service Agent on any Business Day. See "Purchases" and
"Redemptions."
PRICING: Class D shares of the Fund are purchased and redeemed at net
asset value (normally $1.00 per share), without a sales load or
redemption fees. While there are no sales loads, shares are
subject to a distribution fee.
EXCHANGES: Shares may be exchanged for shares of most other Landmark
Funds. See "Exchanges."
DIVIDENDS: Declared daily and distributed monthly. Shares begin accruing
dividends on the day they are purchased. See "Net Income and
Distributions."
<PAGE>
REINVESTMENT: Dividends may be received either in cash or in Fund shares of
the same class at net asset value. See "Net Income and
Distributions."
WHO SHOULD
INVEST: The Fund is designed for investors seeking liquidity,
preservation of capital and current income, and for whom growth
of capital is not a consideration. The Fund is also designed
for investors seeking a convenient means of accumulating an
interest in a professionally managed, diversified portfolio
consisting of short-term, U.S. dollar-denominated money market
obligations issued by U.S. and non-U.S. issuers. See
"Investment Information."
RISK FACTORS: There can be no assurance that the Fund will achieve its
investment objective. In addition, while the Fund intends to
maintain a stable net asset value of $1.00 per share, there can
be no assurance that it will be able to do so. Investments in
high quality, short-term instruments may, in many
circumstances, result in a lower yield than would be available
from investments with a lower quality or a longer term.
Investors in the Fund should be able to assume the special
risks of investing in non-U.S. securities, which include
possible adverse political, social and economic developments
abroad, differing regulations to which non-U.S. issuers are
subject and different characteristics of non-U.S. economies and
markets. In addition, the prices of securities of non-U.S.
issuers may be more volatile than those of comparable U.S.
issuers.
Certain investment practices also may entail special risks.
Prospective investors should read "Risk Considerations" for
more information about risk factors.
EXPENSE SUMMARY
The following table summarizes estimated shareholder transaction and
annual operating expenses for Class D shares of the Fund and for the
Portfolio.* The Fund invests all of its investable assets in the Portfolio. The
Trustees of the Fund believe that the aggregate per share expenses of the Fund
and the Portfolio will be less than or approximately equal to the expenses that
the Fund would incur if the assets of the Fund were invested directly in the
types of securities held by the Portfolio. For more information on costs and
expenses, see "Management" -- page __ and "General Information -- Expenses" --
page __.
<PAGE>
--------------
INSTITUTIONAL
LIQUID
RESERVES
Class D shares
- -----------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES None
ANNUAL FUND OPERATING EXPENSES,
AFTER FEE WAIVERS AND
REIMBURSEMENTS (AS A PERCENTAGE
OF AVERAGE NET ASSETS):
Investment Management Fee(1)...... .06%
12b-1 Fees
(including service fees) (1)(2)... .80%
Admnistrative Services Fees (1)... .05%
Other Expenses (1)................ .09%
Total Fund Operating Expenses(1) 1.00%
* This table is intended to assist investors in understanding the various
costs and expenses that a shareholder of the Fund will bear, either
directly or indirectly. The table shows the fees paid to various service
providers after giving effect to expected voluntary partial fee waivers.
(1) Absent fee waivers and reimbursements, investment management fees, 12b-1
fees, administrative services fees, other expenses and total fund
operating expenses would be .15%, .80%, .40%, .09% and 1.44%. There can
be no assurance that the fee waivers and reimbursements reflected in the
table will continue at their present levels.
(2) Fees under the 12b-1 service plan are asset-based sales charges.
Long-term shareholders in the Fund could pay more in sales charges than
the economic equivalent of the maximum front-end sales charges permitted
by the National Association of Securities Dealers, Inc.
EXAMPLE: A shareholder would pay the following expenses on a $1,000
investment in Class D shares, assuming redemption at the end of each period
indicated below:
ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
$10 $32 $55 $122
The Example assumes a 5% annual return and that all dividends are
reinvested, and expenses are based on the Fund's fiscal year ended August 31,
1995, after waivers and reimbursements and adjusted to reflect the expenses of
Class D shares. No Class D shares were outstanding during the Fund's fiscal
year ended August 31, 1995. If waivers and reimbursements were not in place,
the amounts in the Example would be $15, $46, $79 and $142. The assumption of a
5% annual return is required by the Securities and Exchange Commission for all
<PAGE>
mutual funds, and is not a prediction of the Fund's future performance. THE
EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OF
THE FUND. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
INVESTMENT INFORMATION
INVESTMENT OBJECTIVE: The investment objective of the Fund is to provide its
shareholders with liquidity and as high a level of current income as is
consistent with the preservation of capital.
The investment objective of the Fund may be changed by its Trustees
without approval by shareholders, but shareholders will be given written notice
at least 30 days before any change is implemented. Of course, there can be no
assurance that the Fund will achieve its investment objective.
INVESTMENT POLICIES: The Fund seeks its objective by investing all of its
investable assets in Cash Reserves Portfolio. Cash Reserves Portfolio seeks the
same objective as the Fund by investing in high quality U.S. dollar-denominated
money market instruments. These instruments include short-term obligations of
the U.S. Government and repurchase agreements covering these obligations, bank
obligations (such as certificates of deposit, bankers' acceptances and fixed
time deposits) of U.S. and non-U.S banks and obligations issued or guaranteed
by the governments of Western Europe, Scandinavia, Australia, Japan and Canada.
The U.S. Government obligations in which the Portfolio invests include U.S.
Treasury bills, notes and bonds, and instruments issued by U.S. Government
agencies or instrumentalities. Some obligations of U.S. Government agencies and
instrumentalities are supported by the "full faith and credit" of the United
States, others by the right of the issuer to borrow from the U.S. Treasury and
others only by the credit of the agency or instrumentality. For more
information regarding the Portfolio's permitted investments and investment
practices, see the Appendix -- Permitted Investments and Investment Practices
on page __.
CERTAIN ADDITIONAL INVESTMENT POLICIES
$1.00 NET ASSET VALUE. The Fund employs specific investment policies and
procedures designed to maintain a constant net asset value of $1.00 per share.
There can be no assurance, however, that a constant net asset value will be
maintained on a continuing basis. See "Net Income and Distributions."
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 which have been determined by the Adviser to present minimal credit
risks. To meet the Portfolio's high quality standards a security must be rated
in the highest rating category for short-term obligations by at least two
nationally recognized statistical rating organizations (each, an "NRSRO")
<PAGE>
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 the Adviser. 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.
PERMITTED INVESTMENTS. For more information regarding permitted
investments and investment practices, see the Appendix -- Permitted Investments
and Investment Practices on page __. The Fund will not necessarily invest or
engage in each of the investments and investment practices in the Appendix but
reserves the right to do so.
INVESTMENT RESTRICTIONS. The Statement of Additional Information contains
a list of specific investment restrictions which govern the investment policies
of the Fund and the Portfolio. Certain of these specific restrictions may not
be changed without shareholder approval. If a percentage or rating restriction
(other than a restriction as to borrowing) is adhered to at the time an
investment is made, a later change in percentage or rating resulting from
changes in the 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.
RISK CONSIDERATIONS
The risks of investing in the Fund vary depending upon the nature of the
securities held, and the investment practices employed, on its behalf. Certain
of these risks are described below.
"CONCENTRATION" IN BANK OBLIGATIONS. The Portfolio invests more than 25%
of its assets, and may invest up to 100% of its assets, in bank obligations.
This concentration policy is fundamental, and may not be changed without the
consent of the Portfolio's investors. Banks are subject to extensive
governmental regulation which may limit both the amounts and types of loans and
other financial commitments which may be made and interest rates and fees which
may be charged. The profitability of this industry is largely dependent upon
the availability and cost of capital funds for the purpose of financing lending
operations under prevailing money market conditions. Also, general economic
conditions play an important part in the operation of this industry and
exposure to credit losses arising from possible financial difficulties of
borrowers might affect a bank's ability to meet its obligations under a letter
of credit or guarantee.
NON-U.S. SECURITIES. Investors in the Fund should be aware that
investments in non-U.S. securities involve risks relating to political, social
and economic developments abroad, as well as risks resulting from the
<PAGE>
differences between the regulations to which U.S. and non-U.S. issuers and
markets are subject. These risks may include expropriation, confiscatory
taxation, withholding taxes on dividends and interest, limitations on the use
or transfer of Portfolio assets and political or social instability. In
addition, non-U.S. companies may not be subject to accounting standards or
governmental supervision comparable to U.S. companies, and there may be less
public information about their operations. Non-U.S. markets may be less liquid
and more volatile than U.S. markets, and may offer less protection to investors
such as the Portfolio.
INVESTMENT PRACTICES. Certain of the investment practices employed for
the Portfolios may entail certain risks. See the Appendix -- Permitted
Investments and Investment Practices on page __.
SPECIAL INFORMATION CONCERNING INVESTMENT STRUCTURE: Unlike other mutual funds
which directly acquire and manage their own portfolio securities, the Fund
seeks its investment objective by investing all of its investable assets in the
Portfolio, a registered investment company. The Portfolio has the same
investment objective and policies as the Fund. In addition to selling
beneficial interests to the Fund, the Portfolio may sell beneficial interests
to other mutual funds, collective investment vehicles, or institutional
investors. Such investors will invest in the Portfolio on the same terms and
conditions and will pay a proportionate share of the Portfolio's expenses.
However, the other investors investing in the Portfolio are not required to
sell their shares at the same public offering price as the Fund due to
variations in sales commissions and other operating expenses. Therefore,
investors in the Fund should be aware that these differences may result in
differences in returns experienced by investors in the different funds that
invest in the Portfolio. Such differences in returns are also present in other
mutual fund structures. Information concerning other holders of interests in
the Portfolio is available from the Fund's distributor, LFBDS.
The investment objective of the Fund may be changed by its Trustees
without the approval of shareholders, but not without written notice thereof to
shareholders at least 30 days prior to implementing the change. If there is a
change in the Fund's investment objective, shareholders should consider whether
the Fund remains an appropriate investment in light of their then current
financial positions and needs. The investment objective of the Portfolio may
also be changed without the approval of the investors in the Portfolio, but not
without written notice thereof to the investors in the Portfolio (and, if the
Fund is then invested in the Portfolio, notice to Fund shareholders) at least
30 days prior to implementing the change. There can, of course, be no assurance
that the investment objective of either the Fund or the Portfolio will be
achieved. See "Investment Objective, Policies and Restrictions -- Investment
Restrictions" in the Statement of Additional Information for a description of
the fundamental policies of the Fund and the Portfolio that cannot be changed
without approval by the holders of a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940 (the "1940 Act"))
<PAGE>
of the Fund or Portfolio. Except as stated otherwise, all investment
guidelines, policies and restrictions described herein and in the Statement of
Additional Information are non-fundamental.
Certain changes in the Portfolio's investment objective, policies or
restrictions or a failure by the Fund's shareholders to approve a change in the
Portfolio's investment objective or restrictions, may preclude the Fund from
investing its investable assets in the Portfolio or require the Fund to
withdraw its interest in the Portfolio. Any such withdrawal could result in an
"in kind" distribution of securities (as opposed to a cash distribution) from
the Portfolio which may or may not be readily marketable. If securities are
distributed, the Fund could incur brokerage, tax or other charges in converting
the securities to cash. The in kind distribution may result in the Fund having
a less diversified portfolio of investments or adversely affect the liquidity
of the Fund. Notwithstanding the above, there are other means for meeting
shareholder redemption requests, such as borrowing. The absence of substantial
experience with this investment structure could have an adverse effect on an
investment in the Fund.
Smaller funds investing in the Portfolio may be materially affected by
the actions of larger funds investing in the Portfolio. For example, if a large
fund withdraws from the Portfolio, the remaining funds may subsequently
experience higher pro rata operating expenses, thereby producing lower returns.
Additionally, because the Portfolio would become smaller, it may become less
diversified, resulting in increased portfolio risk; however, these
possibilities exist for traditionally structured funds which have large or
institutional investors who may withdraw from a fund. Also, funds with a
greater pro rata ownership in the Portfolio could have effective voting control
of the operations of the Portfolio. If the Fund is requested to vote on matters
pertaining to the Portfolio (other than a vote by the Fund to continue the
operation of the Portfolio upon the withdrawal of another investor in the
Portfolio), the Fund will hold a meeting of its shareholders and will cast all
of its votes proportionately as instructed by such shareholders. The Fund will
vote the shares held by Fund shareholders who do not give voting instructions
in the same proportion as the shares of Fund shareholders who do give voting
instructions. Shareholders of the Fund who do not vote will have no effect on
the outcome of such matters.
The Fund may withdraw its investment from the Portfolio at any time, if
the Fund's Board of Trustees determines that it is in the best interest of the
Fund to do so. Upon any such withdrawal, the Board of Trustees would consider
what action might be taken, including the investment of all of the investable
assets of the Fund in another pooled investment entity having the same
investment objective as the Fund or the retaining of an investment adviser to
manage the Fund's assets in accordance with the investment policies described
above. In the event the Fund's Trustees were unable to find a substitute
investment company in which to invest the Fund's assets or were unable to
secure directly the services of an investment adviser, the Trustees would
determine the best course of action.
<PAGE>
For a description of the management of the Portfolio, see "Management"
- -- page __. For descriptions of the expenses of the Portfolio, see "Management"
and "General Information -- Expenses" -- page __. For a description of the
investment objective, policies and restrictions of the Portfolio, see
"Investment Information" -- page __.
VALUATION OF SHARES
Net asset value per share of each class of shares of the Fund is
determined each day the New York Stock Exchange is open for trading (a
"Business Day"). This determination is made once each day as of 3:00 p.m.,
Eastern time, by adding the market value of all securities and other assets
attributable to the class of shares of the Fund (including its interest in the
Portfolio), then subtracting the liabilities charged to that class, and then
dividing the result by the number of outstanding shares of that class. The
amortized cost method of valuing Portfolio securities is used in order to
stabilize the net asset value of shares of each class of the Fund at $1.00;
however, there can be no assurance that the Fund's net asset value will always
remain at $1.00 per share. The net asset value per share is effective for
orders received and accepted by the Distributor prior to its calculation.
The amortized cost method involves valuing a security at its cost and
thereafter assuming a constant amortization to maturity of any discount or
premium. Although the amortized cost method provides certainty in valuation, it
may result in periods during which the stated value of a security is higher or
lower than the price the Portfolio would receive if the security were sold.
PURCHASES
Class D shares are offered continuously and may be purchased on any
Business Day at the public offering price. Shares may be purchased through
certain financial institutions (which may include banks), securities dealers
and other industry professionals (called Service Agents) that have entered into
service agreements with the Distributor. Customers of Citicorp Investment
Services (CIS), a Service Agent, will purchase shares through an account with
CIS and should contact CIS at 1-800-846-5200 (customers in New York City may
call 212-820-2380) for details. Customers of other Service Agents should
contact those Service Agents for information on purchases. Each Service Agent
may establish its own terms, conditions and charges with respect to services it
offers to its customers. Charges for these services may include fixed annual
fees and account maintenance fees. The effect of any such fees will be to
reduce the net return on the investment of customers of that Service Agent.
Each Service Agent has agreed to transmit to its customers who are shareholders
of the Fund appropriate prior written disclosure of any fees that it may charge
them directly.
<PAGE>
The public offering price of Class D shares is the net asset value
(normally $1.00 per share) next determined after an order in proper form is
received and accepted by the Transfer Agent. The Fund and the Transfer Agent
reserve the right to reject any purchase order and to suspend the offering of
Fund shares for a period of time. Each Service Agent is responsible for
transmitting promptly orders of its customers.
Service Agents will not transmit purchase orders to the Distributor until
they have received the purchase price in federal or other immediately available
funds. If Fund shares are purchased by check, there will be a delay (usually
not longer than two business days) in transmitting the purchase order until the
check is converted into federal funds.
EXCHANGES
Shares of the Fund may be exchanged for shares of other Landmark Funds
that are made available by a shareholder's Service Agent, or may be acquired
through an exchange of shares of those funds. No initial sales charge is
imposed on shares being acquired through an exchange unless the shares being
acquired are subject to a sales charge that is greater than the current sales
charge of the Fund (in which case an initial sales charge will be imposed at a
rate equal to the difference). Contingent deferred sales charges may apply to
redemptions of some shares of other Landmark Funds disposed of or acquired
through an exchange.
Shareholders may place exchange orders through the Transfer Agent or, if
they are customers of a Service Agent, through their Service Agent, and may do
so by telephone if their account applications so permit. For more information
on telephone transactions see "Redemptions." All exchanges will be effected
based on the relative net asset values per share next determined after the
exchange order in proper form is received by the Transfer Agent. Shares may be
exchanged only after payment in federal funds for the shares has been received
by the Transfer Agent. This exchange privilege may be modified or terminated at
any time, upon at least 60 days' notice when such notice is required by SEC
rules, and is available only in those jurisdictions where such exchanges
legally may be made. See the Statement of Additional Information for further
details.
REDEMPTIONS
Fund shares may be redeemed at their net asset value (normally $1.00 per
share) next determined after a redemption request in proper form is received by
the Transfer Agent. Each Service Agent is responsible for the prompt
transmission of redemption orders to the Fund on behalf of its customers. A
Service Agent may establish requirements or procedures regarding submission of
redemption requests by its customers that are different from those described
<PAGE>
below. Investors should consult their Service Agents for details. If a
redeeming shareholder owns shares of more than one class, Class D shares will
be redeemed first followed by Class C shares and then Class A shares, unless
the shareholder specifically requests otherwise.
REDEMPTIONS BY MAIL. Shareholders may redeem Fund shares by sending
written instructions in proper form (as determined by the Transfer Agent or a
shareholder's Service Agent) to the Transfer Agent or, if shareholders are
customers of a Service Agent, their Service Agent. Shareholders are responsible
for ensuring that a request for redemption is in proper form.
REDEMPTIONS BY TELEPHONE. Shareholders may redeem or exchange Fund shares
by telephone, if their account applications so permit, by calling the Transfer
Agent or, if they are customers of a Service Agent, their Service Agent. During
periods of drastic economic or market changes or severe weather or other
emergencies, shareholders may experience difficulties implementing a telephone
exchange or redemption. In such an event, another method of instruction, such
as a written request sent via an overnight delivery service, should be
considered. The Fund and each Service Agent will employ reasonable procedures
to confirm that instructions communicated by telephone are genuine. These
procedures may include recording of the telephone instructions and verification
of a caller's identity by asking for his or her name, address, telephone
number, Social Security number, and account number. If these or other
reasonable procedures are not followed, the Fund, the Transfer Agent or the
Service Agent may be liable for any losses to a shareholder due to unauthorized
or fraudulent instructions. Otherwise, the shareholder will bear all risk of
loss relating to a redemption or exchange by telephone.
PAYMENT OF REDEMPTIONS. The proceeds of a redemption are paid in federal
funds normally on the Business Day the redemption is effected, but in any event
within seven days. If a shareholder requests redemption of shares which were
purchased recently, the Fund may delay payment until it is assured that good
payment has been received. In the case of purchases by check, this can take up
to ten days. See "Determination of Net Asset Value" in the Statement of
Additional Information regarding the Fund's right to pay the redemption price
in kind with securities (instead of cash).
Questions about redemption requirements should be referred to the
Transfer Agent or, for customers of a Service Agent, their Service Agent. The
right of any shareholder to receive payment with respect to any redemption may
be suspended or the payment of the redemption price postponed during any period
in which the New York Stock Exchange is closed (other than weekends or
holidays) or trading on the Exchange is restricted or if an emergency exists.
<PAGE>
NET INCOME AND DISTRIBUTIONS
The net income of the Fund is determined each 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 3:00 p.m., Eastern time.
All the net income of the Fund is declared as a dividend to shareholders of
record at the time of such determination. Shares begin accruing dividends on
the day they are purchased, and accrue dividends up to and including the day
prior to redemption. Dividends are distributed monthly on or prior to the last
Business Day of each month. Unless a shareholder elects to receive dividends in
cash, dividends are distributed in the form of full and fractional additional
Class D shares at the rate of one Class D share for each one dollar of dividend
income.
Since the net income of the Fund is declared as a dividend each time the
net income of the Fund is determined, the net asset value per share of each
class of shares of the Fund is expected to remain at $1.00 per share
immediately after each such determination and dividend declaration. Any
increase in the value of a shareholder's investment in the Fund, representing
the reinvestment of dividend income, is reflected by an increase in the number
of shares of the Fund in the shareholder's account.
It is expected that the Fund will have a positive net income at the time
of each determination thereof. If for any reason the Fund's net income is a
negative amount, which could occur, for instance, upon default by an issuer of
a portfolio security, the Fund would first offset the negative amount with
respect to each shareholder account from the dividends declared during the
month with respect to those accounts. If and to the extent that negative net
income exceeds declared dividends at the end of the month, the Fund would
reduce the number of outstanding Fund shares by treating each shareholder as
having contributed to the capital of the Fund that number of full and
fractional shares in the shareholder's account which represents the
shareholder's share of the amount of such excess. Each shareholder would be
deemed to have agreed to such contribution in these circumstances by investment
in the Fund.
MANAGEMENT
TRUSTEES AND OFFICERS: The Fund is supervised by the Board of Trustees of
Landmark Institutional Trust. The Portfolio is supervised by its own Board of
Trustees. In each case, a majority of the Trustees are not affiliated with the
Adviser. In addition, a majority of the disinterested Trustees of the Fund are
different from a majority of the disinterested trustees of the Portfolio. More
information on the Trustees and officers of the Fund and the Portfolio appears
under "Management" in the Statement of Additional Information.
INVESTMENT ADVISER: CITIBANK. The Fund draws on the strength and experience of
Citibank. Citibank offers a wide range of banking and investment services to
<PAGE>
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 $83 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 investment advisory fees, which are 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, 1995, the investment advisory fees
payable to Citibank were $4,097,854, of which $2,306,161 was voluntarily waived
(after waiver, 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 Fund and 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 Fund or the Portfolio. Citibank
believes that its services under the Investment Advisory Agreement and the
activities performed by it or its affiliates as Service Agents and
sub-administrator are not underwriting and are consistent with the
Glass-Steagall Act and other relevant federal and state laws. However, there is
no controlling precedent regarding the performance of the combination of
investment advisory, shareholder servicing and sub-administrative activities by
banks. State laws on this issue may differ from applicable federal law and
banks and financial institutions may be required to register as dealers
pursuant to state securities laws. Changes in either federal or state statutes
or regulations, or in their interpretations, could prevent Citibank or its
affiliates from continuing to perform these services. If Citibank or its
affiliates were to be prevented from acting as the Adviser, sub-administrator
or a Service Agent, the Fund or Portfolio would seek alternative means for
<PAGE>
obtaining these services. The Fund does not expect that shareholders would
suffer any adverse financial consequences as a result of any such occurrence.
ADMINISTRATORS: LFBDS provides certain administrative services to the Fund and
Signature Financial Group (Cayman), Ltd. ("SFG") provides certain
administrative services to the Portfolio, in each case under administrative
services agreements. These administrative services include providing general
office facilities, supervising the overall administration of the Fund and the
Portfolio, and providing persons satisfactory to the Boards of Trustees to
serve as Trustees and officers of the Fund and Portfolio. These Trustees and
officers may be directors, officers or employees of LFBDS, SFG or their
affiliates.
For these services, the Administrators receive fees accrued daily and
paid monthly of 0.35% of the average daily net assets of the Fund and 0.05% of
the assets of the Portfolio, in each case on an annualized basis for the Fund's
or the Portfolio's then-current fiscal year. However, each of the
Administrators has voluntarily agreed to waive a portion of the fees payable to
it.
LFBDS and SFG are wholly-owned subsidiaries of Signature Financial Group,
Inc. "Landmark" is a service mark of LFBDS.
SUB-ADMINISTRATOR: Pursuant to sub-administrative services agreements, Citibank
performs such sub-administrative duties for the Fund and the Portfolio as from
time to time are agreed upon by Citibank and LFBDS or SFG. Citibank's
compensation as sub-administrator is paid by LFBDS or SFG.
TRANSFER AGENT, CUSTODIAN AND FUND ACCOUNTANT: State Street Bank and Trust
Company (or its affiliate State Street Canada, Inc.) acts as transfer agent and
dividend disbursing agent for the Fund. State Street (or its affiliate State
Street Canada, Inc.) acts as the custodian of the Fund's and the Portfolio's
assets. Securities held for the Portfolio may be held by a sub-custodian bank
approved by the Portfolio's Trustees. State Street also provides fund
accounting services to the Fund and the Portfolio and calculates the daily net
asset value for the Fund and the Portfolio.
DISTRIBUTION ARRANGEMENTS: LFBDS is the Distributor of the Fund's shares. Under
a Service Plan which has been adopted in accordance with Rule 12b-1 under the
1940 Act, the Fund may pay monthly fees at an annual rate not to exceed 0.80%
of the average daily net assets attributable to Class D shares of the Fund.
These fees may be used to make payments to the Distributor for distribution
services, and to Service Agents and other in respect of the sale of shares of
the Fund, and to make payments for advertising, marketing or other promotional
activity, and payments for preparation, printing and distribution of
prospectuses, statements of additional information and reports for recipients
other than regulators and existing shareholders. The Fund also may make
payments to the Distributor, Service Agents and others for providing personal
service or the maintenance of shareholder accounts. The Fund and the
Distributor provide to the Trustees quarterly a written report of amounts
<PAGE>
expended pursuant to the Service Plan and the purposes for which the
expenditures were made.
During the period they are in effect, the Service Plan and related
Distribution Agreement obligate the Fund to pay fees to the Distributor,
Service Agents and others as compensation for their services, not as
reimbursement for specific expenses incurred. Thus, even if their expenses
exceed the fees provided for under the Service Plan, the Fund will not be
obligated to pay more than those fees and, if their expenses are less than the
fees paid to them, they will realize a profit. The Fund will pay the fees to
the Distributor, Service Agents and others until the Service Plan or
Distribution Agreement is terminated or not renewed. In that event, the
Distributor's or Service Agent's expenses in excess of fees received or accrued
through the termination date will be the Distributor's or Service Agent's sole
responsibility and not obligations of the Fund.
Class D shares have exclusive voting rights with respect to the Service
Plan.
Securities dealers and other financial institutions may receive different
compensation with respect to sales of different classes of Fund shares. Service
Agents which are banks or financial institutions will receive transaction fees
that are equal to the commissions paid to securities brokers. The Distributor,
at its expense, may from time to time provide additional promotional incentives
to brokers who sell shares of the Fund. In some instances, these incentives may
be offered to certain brokers who have sold or may sell significant number of
shares of the Fund. From time to time the Distributor may make payments for
distribution and/or shareholder servicing activities out of its past profits
and any other sources available to it.
TAX MATTERS
This discussion of taxes is for general information only. Investors
should consult their own tax advisers about their particular situations.
The Fund intends to meet requirements of the Internal Revenue Code
applicable to regulated investment companies so that it will not be liable for
any federal income or excise taxes.
Shareholders are required to pay federal income tax on any dividends and
other distributions received. Generally, distributions from the Fund's net
investment income and short-term capital gains will be taxed as ordinary
income. Distributions from long-term net capital gains will be taxed as such
regardless of how long the shares of the Fund have been held. Dividends and
distributions are treated in the same manner for federal tax purposes whether
they are paid in cash or as additional shares.
<PAGE>
Distributions derived from interest on U.S. Government obligations may be
exempt from state and local taxes in certain states. Early each year, the Fund
will notify its shareholders of the amount and tax status of distributions paid
to shareholders for the preceding year.
The account application asks each new shareholder to certify that the
shareholder's Social Security or taxpayer identification number is correct and
that the shareholder is not subject to 31% backup withholding for failing to
report income to the IRS. The Fund may be required to withhold (and pay over to
the IRS for the shareholder's credit) 31% of certain distributions paid to
shareholders who fail to provide this information or otherwise violate IRS
regulations.
Investors should consult their own tax advisers regarding the status of
their accounts under state and local laws.
PERFORMANCE INFORMATION
Fund performance may be quoted in advertising, shareholder reports and
other communications in terms of yield, effective yield and total rate of
return. All performance information is historical and is not intended to
indicate future performance. Yields and total rates of return fluctuate in
response to market conditions and other factors.
The Fund may provide its period and average annualized "total rates of
return." The "total rate of return" refers to the change in the value of an
investment in the Fund over a stated period and is compounded to include the
value of any shares purchased with any dividends or capital gains declared
during such period. Period total rates of return may be "annualized." An
"annualized" total rate of return assumes that the period total rate of return
is generated over a one-year period.
The Fund may provide annualized "yield" and "effective yield" quotations.
The "yield" of the Fund refers to the income generated by an investment in the
Fund over a seven-day period (which period is stated in any such advertisement
or communication). This income is then annualized; that is, the amount of
income generated by the investment over that period is assumed to be generated
each week over a 365-day period and is shown as a percentage of the investment.
The "effective 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 yield because of
the compounding effect of this assumed reinvestment. The Fund may also provide
yield and effective yield quotations for longer periods.
Of course, any fees charged by a shareholder's Service Agent will reduce
that shareholder's net return on investment. See the Statement of Additional
Information for more information concerning the calculation of yield and total
rate of return quotations for the Fund.
<PAGE>
GENERAL INFORMATION
ORGANIZATION: The Fund is a diversified series of Landmark Institutional Trust,
which is a Massachusetts business trust which was organized on July 8, 1992.
The Fund also is an open-end management investment company registered under the
1940 Act.
Under the 1940 Act, a diversified series or 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.
Under Massachusetts law, shareholders of a business trust may, under
certain circumstances, be held personally liable as partners for the trust's
obligations. However, the risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances in which both
inadequate insurance existed and the trust itself was unable to meet its
obligations.
The Portfolio is a trust organized under the laws of the State of New
York. The Declaration of Trust of the Portfolio provides that the Fund and
other entities investing in the Portfolio are each liable for all obligations
of the Portfolio. However, it is not expected that the liabilities of the
Portfolio would ever exceed its assets.
VOTING AND OTHER RIGHTS: Landmark Institutional Trust may issue an unlimited
number of shares, may create new series of shares and may divide shares in each
series into classes. Each share of the Fund gives the shareholder one vote in
Trustee elections and other matters submitted to shareholders for vote. All
shares of each series of the Trust have equal voting rights except that, in
matters affecting only a particular Fund or class, only shares of that
particular Fund or class are entitled to vote. The Trust currently has two
series.
The Fund currently offers three classes of shares, including the Class D
shares described in this Prospectus. All three classes are sold without sales
charges or redemption fees. Class A and Class C shares may be subject to lower
distribution fees than Class D shares; this may affect performance. For more
information about Class A and Class C shares investors may call 1-800-________
or consult their Service Agents. All three classes of shares may not be
available through an investor's Service Agent. No Class C or Class D shares
were outstanding during the Fund's fiscal year ended August 31, 1995.
At any meeting of shareholders of the Fund, a Service 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 receives
<PAGE>
for all other shares of which that Service Agent is the holder of record.
The Trust's activities are supervised by the Trust's Board of Trustees.
As a Massachusetts business trust, the Trust is not required to hold annual
shareholder meetings. Shareholder approval will usually be sought only for
changes in the Fund's or the Portfolio's fundamental investment restrictions
and for the election of Trustees under certain circumstances. Trustees may be
removed by shareholders under certain circumstances. Each share of the Fund is
entitled to participate equally in dividends and other distributions and the
proceeds of any liquidation of the Fund except that, due to the differing
expenses borne by each class, dividends and proceeds generally will be lower
for Class D shares than for Class A and Class C shares.
CERTIFICATES: The Fund's Transfer Agent maintains a share register for
shareholders of record. Share certificates are not issued.
RETIREMENT PLANS: Investors may be able to establish new accounts in the Fund
under one of several tax-sheltered plans. Such plans include IRAs, Keogh or
Corporate Profit-Sharing and Money-Purchase Plans, 403(b) Custodian Accounts,
and certain other qualified pension and profit-sharing plans. Investors should
consult with their Service Agents and tax and retirement advisers.
EXPENSES: For the fiscal year ended August 31, 1995, total operating expenses
of the Fund, after allocating to the Fund its share of the Portfolio's expenses
and after giving effect to fee waivers or reimbursements, were 0.17% of the
Fund's average daily net assets for that fiscal year. No Class D shares were
outstanding during that fiscal year. Expenses of Class D shares will generally
be higher than those of Class A and Class C shares. All fee waivers are
voluntary and may be reduced or terminated at any time.
COUNSEL AND INDEPENDENT AUDITORS: Bingham, Dana & Gould LLP, Boston,
Massachusetts, is counsel for the Fund. Price Waterhouse LLP, Boston,
Massachusetts, serves as independent auditor for the Fund.
-------------------------------
The Statement of Additional Information dated the date hereof contains
more detailed information about the Fund and the Portfolio, including
information related to (i) investment policies and restrictions, (ii) the
Trustees, officers, Adviser and Administrators, (iii) securities transactions,
(iv) the Fund's shares, including rights and liabilities of shareholders, (v)
the method used to calculate performance information, (vi) programs for the
purchase of shares, and (vii) the determination of net asset value.
No person has been authorized to give any information or make any
representations not contained in this Prospectus in connection with the
offering made by this Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by the Fund
<PAGE>
or its distributor. This Prospectus does not constitute an offering by the Fund
or its distributor in any jurisdiction in which such offering may not lawfully
be made.
<PAGE>
APPENDIX
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.
COMMERCIAL PAPER. The Portfolio may invest in commercial paper, which is
unsecured debt of corporations usually maturing in 270 days or less from its
date of issuance.
ASSET-BACKED SECURITIES. The Portfolio may invest in asset-backed
securities, which represent fractional interests in underlying pools of assets,
such as car installment loans or credit card receivables. The rate of return on
asset-backed securities may be affected by prepayment of the underlying loans
or receivables. Reinvestment of principal may occur at higher or lower rates
than the original yield.
REPURCHASE AGREEMENTS. The Portfolio may enter into repurchase
agreements. Repurchase agreements are transactions in which an institution
sells the Portfolio a security at one price, subject to the Portfolio's
obligation to resell and the selling institution's obligation to repurchase
that security at a higher price normally within a seven day period. There may
be delays and risks of loss if the seller is unable to meet its obligation to
repurchase.
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 or
a repurchase agreement, 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 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.
<PAGE>
[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 AND OFFICERS
Philip W. Coolidge*, President
Riley C. Gilley
Diana R. Harrington
Susan B. Kerley
SECRETARY
Thomas M. Lenz*
TREASURER
John R. Elder*
*Affiliated Person of Administrator and Distributor
INVESTMENT ADVISER
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 LLP
150 Federal Street, Boston, MA 02110
<PAGE>
INSTITUTIONAL
[LOGO] LANDMARK(SM) FUNDS
Advised by Citibank, N.A.
LANDMARK
INSTITUTIONAL
LIQUID RESERVES - CLASS D SHARES
PROSPECTUS
____________, 1996
<PAGE>
STATEMENT OF
ADDITIONAL INFORMATION
January 2, 1996,
as amended
________________, 1996
LANDMARK INSTITUTIONAL LIQUID RESERVES
LANDMARK INSTITUTIONAL U.S. TREASURY RESERVES
(Members of the Landmarksm Family of Funds)
Landmark Institutional Liquid Reserves ("Liquid Reserves") and Landmark
Institutional U.S. Treasury Reserves ("U.S. Treasury Reserves" and together
with Liquid Reserves, the "Funds") are each separate series of Landmark
Institutional Trust (the "Trust"). The address and telephone number of the
Trust are 6 St. James Avenue, Boston, Massachusetts 02116, (617) 423-1679. The
Trust invests all of the investable assets of Liquid Reserves and U.S. Treasury
Reserves in, respectively, Cash Reserves Portfolio and U.S. Treasury Reserves
Portfolio (the "Portfolios"). The address of Cash Reserves Portfolio is
Elizabethan Square, George Town, Grand Cayman, British West Indies. The address
and telephone number of U.S. Treasury Reserves Portfolio are 6 St. James
Avenue, Boston, Massachusetts 02116, (617) 423-1679.
FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, CITIBANK, N.A. OR ANY OF ITS AFFILIATES, ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER AGENCY, AND INVOLVE INVESTMENT
RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.
Table of Contents Page
The Funds
Investment Objectives, Policies and Restrictions
Performance Information
Determination of Net Asset Value
Management
Portfolio Transactions
Description of Shares, Voting Rights and Liabilities
Certain Additional Tax Matters
Independent Accountants and Financial Statements
This Statement of Additional Information sets forth information which may
be of interest to investors but which is not necessarily included in the Funds'
Prospectuses, dated January 2, 1996 or __________, 1996, by which shares of the
Funds are offered. This Statement of Additional Information should be read in
conjunction with the Prospectuses, copies of which may be obtained by an
investor without charge by contacting the Funds' Distributor (see back cover
for address and phone number).
<PAGE>
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS AUTHORIZED
FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY AN
EFFECTIVE PROSPECTUS.
1. THE FUNDS
The Trust is a no-load, open-end management investment company which was
organized as a business trust under the laws of the Commonwealth of
Massachusetts on July 8, 1992. Shares of the Trust are divided into two
separate series, Landmark Institutional Liquid Reserves and Landmark
Institutional U.S. Treasury Reserves, which are described in this Statement of
Additional Information. References in this Statement of Additional Information
to the Prospectuses are to the Prospectuses, dated January 2, 1996 and
____________, 1996, of the Funds by which shares of the Funds are offered.
Liquid Reserves offers three classes of shares, Class A, Class C and
Class D. U.S. Treasury Reserves offers one class of shares. Class A shares of
Liquid Reserves and shares of U.S. Treasury Reserves are offered in one
Prospectus, dated January 2, 1996. Class C and Class D shares of Liquid
Reserves are offered in separate Prospectuses, dated ___________, 1996.
Each of the Funds is a type of mutual fund commonly referred to as a
"money market fund." The net asset value of each of the Funds' shares is
expected to remain constant at $1.00, although there can be no assurance that
this will be so on a continuing basis. (See "Determination of Net Asset
Value.")
The Trust seeks the investment objectives of the Funds by investing all
the investable assets of Liquid Reserves and U.S. Treasury Reserves in,
respectively, Cash Reserves Portfolio and U.S. Treasury Reserves Portfolio.
Each of the Portfolios is a diversified open-end management investment company.
Each Portfolio has the same investment objective and policies as its
corresponding Fund.
Citibank, N.A. ("Citibank" or the "Adviser") is the investment adviser to
each of the Portfolios. The Adviser manages the investments of each Portfolio
from day to day in accordance with the investment objectives and policies of
that Portfolio. The selection of investments for each Portfolio, and the way
they are managed, depend on the conditions and trends in the economy and the
financial marketplaces.
The Landmark Funds Broker-Dealer Services, Inc. ("LFBDS" or the
"Administrator") supervises the overall administration of the Trust and U.S.
Treasury Reserves Portfolio. Signature Financial Group (Cayman), Ltd. ("SFG")
supervises the overall administration of Cash Reserves Portfolio. The Boards of
Trustees of the Trust and the Portfolios provide broad supervision over the
affairs of the Trust and of the Portfolios, respectively. Shares of each Fund
are continuously sold by LFBDS, the Funds' distributor (the "Distributor"),
<PAGE>
only to investors who are customers of a financial institution, such as a
federal or state-chartered bank, trust company, savings and loan association or
savings bank, or a securities broker, that has entered into a shareholder
servicing agreement with the Trust with respect to that Fund (collectively,
"Shareholder Servicing Agents"). Although shares of the Funds are sold without
a sales load, LFBDS may receive fees from the Funds pursuant to a Distribution
Plan or Service Plan adopted in accordance with Rule 12b-1 under the Investment
Company Act of 1940, as amended (the "1940 Act").
2. INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS
INVESTMENT OBJECTIVES
The investment objective of LANDMARK INSTITUTIONAL LIQUID RESERVES is to
provide shareholders of the Fund with liquidity and as high a level of current
income as is consistent with the preservation of capital.
The investment objective of LANDMARK INSTITUTIONAL U.S. TREASURY RESERVES
is to provide shareholders of the Fund 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 each of the Funds may be changed without
approval by the Fund's shareholders. Of course, there can be no assurance that
either Fund will achieve its investment objective.
INVESTMENT POLICIES
The Trust seeks the investment objectives of the Funds by investing all
of the investable assets of Liquid Reserves and U.S. Treasury Reserves in,
respectively, Cash Reserves Portfolio and U.S. Treasury Reserves Portfolio,
each of which has the same investment objectives and policies as its
corresponding Fund. The Prospectuses contain a discussion of the various types
of securities in which each Portfolio may invest and the risks involved in such
investments. The following supplements the information contained in the
Prospectuses concerning the investment objectives, policies and techniques of
each Fund and each Portfolio. Since the investment characteristics of each Fund
will correspond directly to those of the Portfolio in which it invests, the
following is a supplementary discussion with respect to each Portfolio.
The Trust may withdraw the investment of either Fund from its
corresponding Portfolio at any time, if the Board of Trustees of the Trust
determines that it is in the best interests of the Fund to do so. Upon any such
withdrawal, a Fund's assets would be invested in accordance with the investment
policies described below with respect to its corresponding Portfolio. Except
for the concentration policy of Liquid Reserves with respect to bank
obligations described in paragraph (1) below, which is fundamental and may not
be changed without the approval of Liquid Reserves' shareholders, the approval
<PAGE>
of a Fund's shareholders would not be required to change any of that Fund's
investment policies. Likewise, except for the concentration policy of Cash
Reserves Portfolio with respect to bank obligations described in paragraph (1)
below, which is fundamental and may not be changed without the approval of Cash
Reserves Portfolio's investors, the approval of the investors in a Portfolio
would not be required to change that Portfolio's investment objectives or any
of that Portfolio's investment policies discussed below, including those
concerning securities transactions.
CASH RESERVES PORTFOLIO
Cash Reserves Portfolio seeks its investment objective through
investments limited to the following types of high quality U.S.
dollar-denominated money market instruments. All investments by Cash Reserves
Portfolio 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 investments by the
Portfolio 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 the Adviser) and are determined by the Adviser 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. Under the 1940 Act, Liquid Reserves and Cash Reserves Portfolio are each
classified as "diversified," although in the case of Liquid Reserves, all of
its investable assets are invested in the Portfolio. A "diversified investment
company" must invest at least 75% of its assets in cash and cash items, U.S.
Government securities, investment company securities (e.g., interests in the
Portfolio) 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.
(1) Bank obligations -- Cash Reserves Portfolio invests at least 25% of its
investable assets, and may invest up to 100% of its assets, in bank
obligations. These obligations include, but are not limited to,
negotiable certificates of deposit, bankers' acceptances and fixed time
deposits. Cash Reserves Portfolio limits its investments in U.S. bank
obligations (including their non-U.S. branches) to banks having total
assets in excess of $1 billion and which are subject to regulation by an
agency of the U.S. Government. The Portfolio may also invest in
certificates of deposit issued by banks the deposits in which are insured
by the Federal Deposit Insurance Corporation ("FDIC"), through either the
Bank Insurance Fund or the Savings Association Insurance Fund, having
total assets of less than $1 billion, provided that the Portfolio at no
time owns more than $100,000 principal amount of certificates of deposit
<PAGE>
(or any higher principal amount which in the future may be fully insured
by FDIC insurance) of any one of those issuers. Fixed time deposits are
obligations which are payable at a stated maturity date and bear a fixed
rate of interest. Generally, fixed time deposits may be withdrawn on
demand by the Portfolio, but they may be subject to early withdrawal
penalties which vary depending upon market conditions and the remaining
maturity of the obligation. Although fixed time deposits do not have a
market, there are no contractual restrictions on the Portfolio's right to
transfer a beneficial interest in the deposit to a third party. This
concentration policy is fundamental and may not be changed without the
approval of the investors in Cash Reserves Portfolio.
U.S. banks organized under federal law are supervised and examined by the
Comptroller of the Currency and are required to be members of the Federal
Reserve System and to be insured by the FDIC. U.S. banks organized under
state law are supervised and examined by state banking authorities and
are members of the Federal Reserve System only if they elect to join.
However, state banks which are insured by the FDIC are subject to federal
examination and to a substantial body of federal law and regulation. As a
result of federal and state laws and regulations, U.S. branches of U.S.
banks, among other things, are generally required to maintain specified
levels of reserves, and are subject to other supervision and regulation
designed to promote financial soundness.
Cash Reserves Portfolio limits its investments in non-U.S. bank
obligations (i.e., obligations of non-U.S. branches and subsidiaries of
U.S. banks, and U.S. and non-U.S. branches of non-U.S. banks) to U.S.
dollar-denominated obligations of banks which at the time of investment
are branches or subsidiaries of U.S. banks which meet the criteria in the
preceding paragraphs or are branches of non-U.S. banks which (i) have
more than $10 billion, or the equivalent in other currencies, in total
assets; (ii) in terms of assets are among the 75 largest non-U.S. banks
in the world; (iii) have branches or agencies in the United States; and
(iv) in the opinion of the Adviser, are of an investment quality
comparable with obligations of U.S. banks which may be purchased by the
Portfolio. These obligations may be general obligations of the parent
bank, in addition to the issuing branch or subsidiary, but the parent
bank's obligations may be limited by the terms of the specific obligation
or by governmental regulation. The Portfolio also limits its investments
in non-U.S. bank obligations to banks, branches and subsidiaries located
in Western Europe (United Kingdom, France, Germany, Belgium, the
Netherlands, Italy, Switzerland), Scandinavia (Denmark, Norway, Sweden),
Australia, Japan, the Cayman Islands, the Bahamas and Canada. Cash
Reserves Portfolio does not purchase any bank obligation of the Adviser
or an affiliate of the Adviser.
<PAGE>
Since Cash Reserves Portfolio may hold obligations of non-U.S. branches
and subsidiaries of U.S. banks, and U.S. and non-U.S. branches of
non-U.S. banks, an investment in Liquid Reserves involves certain
additional risks. Such investment risks include future political and
economic developments, the possible imposition of non-U.S. withholding
taxes on interest income payable on such obligations held by the
Portfolio, the possible seizure or nationalization of non-U.S. deposits
and the possible establishment of exchange controls or other non-U.S.
governmental laws or restrictions applicable to the payment of the
principal of and interest on certificates of deposit or time deposits
that might affect adversely such payment on such obligations held by the
Portfolio. In addition, there may be less publicly-available information
about a non-U.S. branch or subsidiary of a U.S. bank or a U.S. or
non-U.S. branch of a non-U.S. bank than about a U.S. bank and such
branches and subsidiaries may not be subject to the same or similar
regulatory requirements that apply to U.S. banks, such as mandatory
reserve requirements, loan limitations and accounting, auditing and
financial record-keeping standards and requirements.
The provisions of federal law governing the establishment and operation
of U.S. branches do not apply to non-U.S. branches of U.S. banks.
However, Cash Reserves Portfolio may purchase obligations only of those
non-U.S. branches of U.S. banks which were established with the approval
of the Board of Governors of the Federal Reserve System (the "Board of
Governors"). As a result of such approval, these branches are subject to
examination by the Board of Governors and the Comptroller of the
Currency. In addition, such non-U.S. branches of U.S. banks are subject
to the supervision of the U.S. bank and creditors of the non-U.S. branch
are considered general creditors of the U.S. bank subject to whatever
defenses may be available under the governing non-U.S. law and to the
terms of the specific obligation. Nonetheless, Cash Reserves Portfolio
generally will be subject to whatever risk may exist that the non-U.S.
country may impose restrictions on payment of certificates of deposit or
time deposits.
U.S. branches of non-U.S. banks are subject to the laws of the state in
which the branch is located or to the laws of the United States. Such
branches are therefore subject to many of the regulations, including
reserve requirements, to which U.S. banks are subject. In addition, Cash
Reserves Portfolio may purchase obligations only of those U.S. branches
of non-U.S. banks which are located in states which impose the additional
requirement that the branch pledge to a designated bank within the state
an amount of its assets equal to 5% of its total liabilities.
Non-U.S. banks in whose obligations Cash Reserves Portfolio may invest
may not be subject to the laws and regulations referred to in the
preceding two paragraphs.
<PAGE>
(2) Obligations of, or guaranteed by, non-U.S. governments. Cash Reserves
Portfolio limits its investments in non-U.S. government obligations to
obligations issued or guaranteed by the governments of Western Europe
(United Kingdom, France, Germany, Belgium, the Netherlands, Italy,
Switzerland), Scandinavia (Denmark, Norway, Sweden), Australia, Japan and
Canada. Generally, such obligations may be subject to the additional
risks described in paragraph 1 above in connection with the purchase of
non-U.S. bank obligations.
(3) Commercial paper rated Prime-1 by Moody's Investors Service, Inc.
("Moody's") or A-1 by Standard & Poor's Ratings Group ("Standard &
Poor's") or, if not rated, determined to be of comparable quality by the
Adviser, such as unrated commercial paper issued by corporations having
an outstanding unsecured debt issue currently rated Aaa by Moody's or AAA
by Standard & Poor's.
(4) Obligations of, or guaranteed by, the U.S. Government, its agencies or
instrumentalities. These include issues of the U.S. Treasury, such as
bills, certificates of indebtedness, notes and bonds, and issues of
agencies and instrumentalities established under the authority of an Act
of Congress. Some of the latter category of obligations are supported by
the full faith and credit of the United States, others are supported by
the right of the issuer to borrow from the U.S. Treasury, and still
others are supported only by the credit of the agency or instrumentality.
Examples of each of the three types of obligations described in the
preceding sentence are (i) obligations guaranteed by the Export-Import
Bank of the United States, (ii) obligations of the Federal Home Loan
Mortgage Corporation, and (iii) obligations of the Student Loan Marketing
Association, respectively.
(5) Repurchase agreements, providing for resale within 397 days or less,
covering obligations of, or guaranteed by, the U.S. Government, its
agencies or instrumentalities which may have maturities in excess of 397
days. A repurchase agreement arises when a buyer purchases an obligation
and simultaneously agrees with the vendor to resell the obligation to the
vendor at an agreed-upon price and time, which is usually not more than
seven days from the date of purchase. The resale price of a repurchase
agreement is greater than the purchase price, reflecting an agreed-upon
market rate which is effective for the period of time the buyer's funds
are invested in the obligation and which is not related to the coupon
rate on the purchased obligation. Obligations serving as collateral for
each repurchase agreement are delivered to the Portfolio's custodian
either physically or in book entry form and the collateral is marked to
the market daily to ensure that each repurchase agreement is fully
collateralized at all times. A buyer of a repurchase agreement runs a
risk of loss if, at the time of default by the issuer, the value of the
collateral securing the agreement is less than the price paid for the
<PAGE>
repurchase agreement. If the vendor of a repurchase agreement becomes
bankrupt, Cash Reserves Portfolio might be delayed, or may incur costs or
possible losses of principal and income, in selling the collateral. The
Portfolio may enter into repurchase agreements only with a vendor which
is a member bank of the Federal Reserve System or which is a "primary
dealer" (as designated by the Federal Reserve Bank of New York) in U.S.
Government obligations. The Portfolio will not enter into any repurchase
agreements with the Adviser or an affiliate of the Adviser. The
restrictions and procedures described above which govern the Portfolio's
investment in repurchase agreements are designed to minimize the
Portfolio's risk of losses in making those investments.
(6) Asset-backed securities, which may include securities such as
Certificates for Automobile Receivables ("CARS") and Credit Card
Receivable Securities ("CARDS"), as well as other asset-backed securities
that may be developed in the future. CARS represent fractional interests
in pools of car installment loans, and CARDS represent fractional
interests in pools of revolving credit card receivables. The rate of
return on asset-backed securities may be affected by early prepayment of
principal on the underlying loans or receivables. Prepayment rates vary
widely and may be affected by changes in market interest rates. It is not
possible to accurately predict the average life of a particular pool of
loans or receivables. Reinvestment of principal may occur at higher or
lower rates than the original yield. Therefore, the actual maturity and
realized yield on asset-backed securities will vary based upon the
prepayment experience of the underlying pool of loans or receivables.
(See "Asset-Backed Securities.")
Cash Reserves Portfolio does not purchase securities which the Portfolio
believes, at the time of purchase, will be subject to exchange controls or
non-U.S. withholding taxes; however, there can be no assurance that such laws
may not become applicable to certain of the Portfolio's investments. In the
event exchange controls or non-U.S. withholding taxes are imposed with respect
to any of the Portfolio's investments, the effect may be to reduce the income
received by the Portfolio on such investments.
ASSET-BACKED SECURITIES
As set forth above, Cash Reserves Portfolio may purchase asset-backed
securities that represent fractional interests in pools of retail installment
loans, both secured (such as Certificates for Automobile Receivables) and
unsecured, leases or revolving credit receivables, both secured and unsecured
(such as Credit Card Receivable Securities). These assets are generally held by
a trust and payments of principal and interest or interest only are passed
through monthly or quarterly to certificate holders and may be guaranteed up to
certain amounts by letters of credit issued by a financial institution
affiliated or unaffiliated with the trustee or originator of the trust.
Underlying automobile sales contracts, leases or credit card receivables
are subject to prepayment, which may reduce the overall return to certificate
<PAGE>
holders. Nevertheless, principal repayment rates tend not to vary much with
interest rates and the short-term nature of the underlying loans, leases or
receivables tends to dampen the impact of any change in the prepayment level.
Certificate holders may also experience delays in payment on the certificates
if the full amounts due on underlying loans, leases or receivables are not
realized by the Portfolio because of unanticipated legal or administrative
costs of enforcing the contracts or because of depreciation or damage to the
collateral (usually automobiles) securing certain contracts, or other factors.
If consistent with its investment objectives and policies, Cash Reserves
Portfolio may invest in other asset-backed securities that may be developed in
the future.
LENDING OF SECURITIES
Consistent with applicable regulatory requirements and in order to
generate income, each of the Portfolios 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 ("NYSE") (and subsidiaries thereof). Loans
of securities would be secured continuously by collateral in cash, cash
equivalents, or U.S. Treasury obligations maintained on a current basis at an
amount at least equal to the market value of the securities loaned. The cash
collateral would be invested in high quality short-term instruments. A
Portfolio would have the right to call a loan and obtain the securities loaned
at any time on customary industry settlement notice (which will not usually
exceed five days). During the existence of a loan, a Portfolio would continue
to receive the equivalent of the interest or dividends paid by the issuer on
the securities loaned and would also receive compensation based on investment
of the collateral. The Portfolio would not, however, have the right to vote any
securities having voting rights during the existence of the loan, but would
call the loan in anticipation of an important vote to be taken among holders of
the securities or of the giving or withholding of their consent on a material
matter affecting the investment. As with other extensions of credit, there are
risks of delay in recovery or even loss of rights in the collateral should the
borrower fail financially. However, the loans would be made only to entities
deemed by the Adviser to be of good standing, and when, in the judgment of the
Adviser, the consideration which can be earned currently from loans of this
type justifies the attendant risk. If the Adviser determines to make loans, it
is not intended that the value of the securities loaned by a Portfolio would
exceed 33 1/3% of the value of its net assets.
U.S. TREASURY RESERVES PORTFOLIO
U.S. Treasury Reserves Portfolio seeks its investment objective by
investing in obligations of, or guaranteed by, the U.S. Government, its
agencies or instrumentalities including issues of the U.S. Treasury, such as
bills, certificates of indebtedness, notes and bonds, and issues of agencies
and instrumentalities established under the authority of an Act of Congress
<PAGE>
which are supported by the full faith and credit of the United States. U.S.
Treasury Reserves Portfolio will not enter into repurchase agreements.
INVESTMENT RESTRICTIONS
The Trust, on behalf of the Funds, and the Portfolios have each adopted
the following policies which may not be changed without approval by holders of
a "majority of the outstanding shares" of the applicable Fund or Portfolio,
which as used in this Statement of Additional Information means the vote of the
lesser of (i) 67% or more of the outstanding voting securities of the Fund or
Portfolio present at a meeting, if the holders of more than 50% of the
outstanding "voting securities" of the Fund or Portfolio are present or
represented by proxy, or (ii) more than 50% of the outstanding "voting
securities" of the Fund or the Portfolio. The term "voting securities" as used
in this paragraph has the same meaning as in the 1940 Act. Whenever the Trust
is requested to vote on a change in the investment restrictions of a Portfolio
(or, in the case of Cash Reserves Portfolio, its concentration policy described
in paragraph (1) under "Investment Policies"), the Trust will hold a meeting of
the corresponding Fund's shareholders and will cast its vote as instructed by
the shareholders. Each Fund will vote the shares held by its shareholders who
do not give voting instructions in the same proportion as the shares of that
Fund's shareholders who do give voting instructions. Shareholders of the Funds
who do not vote will have no effect on the outcome of these matters.
Neither the Trust, on behalf of a Fund, nor a Portfolio may:
(1) borrow money, except that as a temporary measure for extraordinary or
emergency purposes either the Trust or the Portfolio may borrow from banks in
an amount not to exceed 1/3 of the value of the net assets of the Fund or the
Portfolio, respectively, including the amount borrowed (moreover, neither the
Trust (on behalf of the Fund) nor the Portfolio may purchase any securities at
any time at which borrowings exceed 5% of the total assets of the Fund or the
Portfolio, respectively (taken in each case at market value)) (it is intended
that the Fund and the Portfolio would borrow money only from banks and only to
accommodate requests for the repurchase of shares of the Fund or the withdrawal
of all or a portion of a beneficial interest in the Portfolio while effecting
an orderly liquidation of securities); for additional related restrictions, see
clause (i) under the caption "State and Federal Restrictions" below;
(2) purchase any security or evidence of interest therein on margin,
except that either the Trust, on behalf of the Fund, or 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 that all the
assets of the Fund may be invested in the Portfolio and except insofar as
either the Trust or the Portfolio may technically be deemed an underwriter
under the Securities Act of 1933 in selling a security;
<PAGE>
(4) make loans to other persons except (a) through the lending of
securities held by either the Fund or the Portfolio, but not in excess of 33
1/3% of the Fund's or the Portfolio's net assets, as the case may be, (b)
through the use of repurchase agreements (or, in the case of Liquid Reserves
and Cash Reserves Portfolio, fixed time deposits) 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 is part of an issue to the public (and in the case of Liquid
Reserves and Cash Reserves Portfolio, short term commercial paper) shall not be
considered the making of a loan; for additional related restrictions, see
clause (x) under the caption "State and Federal Restrictions" below;
(5) purchase or sell real estate (including limited partnership interests
but excluding securities secured by real estate or interests therein),
interests in oil, gas or mineral leases, commodities or commodity contracts in
the ordinary course of business (the Trust on behalf of each Fund and the
Portfolio reserve the freedom of action to hold and to sell real estate
acquired as a result of the ownership of securities by the Fund or the
Portfolio);
(6) in the case of Liquid Reserves and Cash Reserves Portfolio, purchase
securities of any one issuer (other than obligations of the U.S. Government,
its agencies or instrumentalities, which may be purchased without limitation)
if immediately after such purchase more than 5% of the value of its assets
would be invested in the securities of such issuer (provided, however, that the
Trust may invest, on behalf of Liquid Reserves, all of its assets in a
diversified, open-end management investment company with substantially the same
investment objectives, policies and restrictions as the Fund);
(7) in the case of U.S. Treasury Reserves and U.S. Treasury Reserves
Portfolio, concentrate its investment in any particular industry; provided that
nothing in this Investment Restriction is intended to affect the ability to
invest 100% of U.S. Treasury Reserves' assets in U.S.
Treasury Reserves Portfolio;
(8) in the case of Liquid Reserves and Cash Reserves Portfolio,
concentrate its investments in any particular industry, but, if it is deemed
appropriate for the achievement of its investment objective, up to 25% of the
assets of Liquid Reserves or Cash Reserves Portfolio, respectively (taken at
market value at the time of each investment) may be invested in any one
industry, except that the Portfolio will invest at least 25% of its assets and
may invest up to 100% of its assets in bank obligations; provided that, if the
Trust withdraws the investment of Liquid Reserves from Cash Reserves Portfolio,
the Trust will invest the assets of the Fund in bank obligations to the same
extent and with the same reservation as the Portfolio; and provided, further
that nothing in this Investment Restriction is intended to affect Liquid
Reserves' ability to invest 100% of its assets in Cash Reserves Portfolio; or
<PAGE>
(9) issue any senior security (as that term is defined in the 1940 Act)
if such issuance is specifically prohibited by the 1940 Act or the rules and
regulations promulgated thereunder, except as appropriate to evidence a debt
incurred without violating Investment Restriction (1) above.
OPERATING RESTRICTIONS
Neither the Trust, on behalf of either of the Funds, nor the
corresponding Portfolio will as a matter of operating policy:
(i) borrow money for any purpose in excess of 10% of the total assets of
the Fund or Portfolio (taken in each case at cost),
(ii) pledge, mortgage or hypothecate for any purpose in excess of 10% of
the net assets of the Fund or Portfolio (taken in each case at market value),
(iii)sell any security which it does not own unless by virtue of its
ownership of other securities it has at the time of sale a right to obtain
securities, without payment of further consideration, equivalent in kind and
amount to the securities sold; and provided, that if such right is conditional
the sale is made upon the same conditions,
(iv) invest for the purpose of exercising control or management, except
that all of the assets of the Fund may be invested in the corresponding
Portfolio,
(v) purchase securities issued by any registered investment company,
except that all of the assets of the Fund may be invested in the corresponding
Portfolio and except by purchase in the open market where no commission or
profit to a sponsor or dealer results from such purchase other than the
customary broker's commission, and except when such purchase, though not made
in the open market, is part of a plan of merger or consolidation; provided,
however, that the Trust (on behalf of the Fund) and the Portfolio will not
purchase the securities of any registered investment company if such purchase
at the time thereof would cause more than 10% of the total assets of the Fund
or the Portfolio, respectively (taken in each case at the greater of cost or
market value) to be invested in the securities of such issuers or would cause
more than 3% of the outstanding voting securities of any such issuer to be held
by the Fund or Portfolio; and provided, further, that neither the Fund nor the
Portfolio shall purchase securities issued by any open-end investment company,
(vi) taken together with any investments described in clause (x) below,
invest more than 10% of the net assets of the Fund or the Portfolio in
securities that are not readily marketable, including debt securities for which
there is no established market (and, in the case of Liquid Reserves and Cash
Reserves Portfolio, fixed time deposits) and repurchase agreements maturing in
more than seven days, except that all the assets of the Fund may be invested in
the corresponding Portfolio,
<PAGE>
(vii)purchase securities of any issuer if such purchase at the time
thereof would cause it to hold more than 10% of any class of securities of such
issuer, for which purposes all indebtedness of an issuer shall be deemed a
single class, except that all the assets of the Fund may be invested in the
corresponding Portfolio,
(viii) purchase or retain any securities issued by an issuer any of whose
officers, directors, trustees or security holders is an officer or Trustee of
the Trust or the Portfolio, or is an officer or director of the Adviser, if
after the purchase of the securities of such issuer by the Trust, on behalf of
the Fund, or the Portfolio, one or more of such persons owns beneficially more
than 1/2 of 1% of the shares or securities, or both, all taken at market value,
of such issuer, and such persons owning more than 1/2 of 1% of such shares or
securities together own beneficially more than 5% of such shares or securities,
or both, all taken at market value,
(ix) write, purchase or sell any put or call option or any combination
thereof,
(x) taken together with any investments described in clause (vi) above,
invest in securities which are subject to legal or contractual restrictions on
resale (other than, in the case of Liquid Reserves and Cash Reserves Portfolio,
repurchase agreements and fixed time deposits maturing in not more than seven
days) if, as a result thereof, more than 10% of the net assets of the Fund or
the Portfolio, respectively, (in each case taken at market value) would be so
invested (including, in the case of Liquid Reserves and Cash Reserves
Portfolio, repurchase agreements maturing in more than seven days), except that
all the assets of the Fund may be invested in the Portfolio,
(xi) purchase securities of any issuer if such purchase at the time
thereof would cause more than 10% of the voting securities of such issuer to be
held by the Fund or the Portfolio, respectively, except that all the assets of
the Fund may be invested in the Portfolio, or
(xii)make short sales of securities or maintain a short position, unless
at all times when a short position is open it owns an equal amount of such
securities or securities convertible into or exchangeable, without payment of
any further consideration, for securities of the same issue as, and equal in
amount to, the securities sold short, and unless not more than 10% of the net
assets of the Fund or the Portfolio respectively (in each case taken at market
value) is held as collateral for such sales at any one time (the Funds and the
Portfolios do not presently intend to make such sales).
These policies are not fundamental and may be changed by the Trust with
respect to a Fund without approval by the Fund's shareholders, or by a
Portfolio without approval by the corresponding Fund or its other investors.
<PAGE>
PERCENTAGE AND RATING RESTRICTIONS
If a percentage restriction or a rating restriction (other than a
restriction as to borrowing) on investment or utilization of assets set forth
above or referred to in the Prospectus is adhered to at the time an investment
is made or assets are so utilized, a later change in percentage resulting from
changes in the value of the securities held by a Fund or a Portfolio or a later
change in the rating of a security held by the Fund or the Portfolio is not
considered a violation of policy.
3. PERFORMANCE INFORMATION
Any current yield quotation of a Fund which is used in such a manner as
to be subject to the provisions of Rule 482(d) under the Securities Act of
1933, as amended, consists of an annualized historical yield, carried at least
to the nearest hundredth of one percent, based on a specific seven calendar day
period and is calculated by dividing the net change in the value of an account
having a balance of one share at the beginning of the period by the value of
the account at the beginning of the period and multiplying the quotient by
365/7. For this purpose the net change in account value would reflect the value
of additional shares purchased with dividends declared on the original share
and dividends declared on both the original share and any such additional
shares, but would not reflect any realized gains or losses as a result of the
Fund's investment in the Portfolio or any unrealized appreciation or
depreciation on portfolio securities. In addition, any effective yield
quotation of a Fund so used shall be calculated by compounding the current
yield quotation for such period by multiplying such quotation by 7/365, adding
1 to the product, raising the sum to a power equal to 365/7, and subtracting 1
from the result. Current yield is calculated separately for each class of
Liquid Reserves.
Any tax equivalent yield quotation of a Fund is calculated as follows: If
the entire current yield quotation for such period is tax-exempt, the tax
equivalent yield will be the current yield quotation divided by 1 minus a
stated income tax rate or rates. If a portion of the current yield quotation is
not tax-exempt, the tax equivalent yield will be the sum of (a) that portion of
the yield which is tax-exempt divided by 1 minus a stated income tax rate or
rates and (b) the portion of the yield which is not tax-exempt.
A total rate of return quotation for a Fund is calculated for any period
by (a) dividing (i) the sum of the net asset value per share on the last day of
the period and the net asset value per share on the last day of the period of
shares purchasable with dividends and capital gains distributions declared
during such period with respect to a share held at the beginning of such period
and with respect to shares purchased with such dividends and capital gains
distributions, by (ii) the public offering price on the first day of such
period, and (b) subtracting 1 from the result. Any annualized total rate of
return quotation is calculated by (x) adding 1 to the period total rate of
return quotation calculated above, (y) raising such sum to a power which is
<PAGE>
equal to 365 divided by the number of days in such period, and (z) subtracting
1 from the result. Total rate of return is calculated separately for each class
of Liquid Reserves.
Any tax equivalent total rate of return quotation of a Fund is calculated
as follows: If the entire current total rate of return quotation for such
period is tax-exempt, the tax equivalent total rate of return will be the
current total rate of return quotation divided by 1 minus a stated income tax
rate or rates. If a portion of the current total rate of return quotation is
not tax-exempt, the tax equivalent total rate of return will be the sum of (a)
that portion of the total rate of return which is tax-exempt divided by 1 minus
a stated income tax rate or rates and (b) the portion of the total rate of
return which is not tax-exempt.
Set forth below is total rate of return information, assuming that
dividends and capital gains distributions, if any, were reinvested, for the
Funds for the periods indicated, at the beginning of which periods no sales
charges were applicable to purchases of shares of the Funds. No Class C or
Class D shares of Liquid Reserves were outstanding during the periods.
REDEEMABLE VALUE OF
A HYPOTHETICAL
$1,000 INVESTMENT
ANNUALIZED TOTAL AT THE END
PERIOD RATE OF RETURN OF THE PERIOD
INSTITUTIONAL LIQUID RESERVES
(CLASS A SHARES)
October 2, 1992 (commencement of 4.26% $1,129.20
operations) to August 31, 1995
One year ended August 31, 1995 5.85% $1,058.50
INSTITUTIONAL U.S. TREASURY RESERVES
October 2, 1992 (commencement of 3.92% $1,118.50
operations) to August 31, 1995
One year ended August 31, 1995 5.33% $1,053.30
The annualized yield of Class A shares of Institutional Liquid Reserves
for the seven-day period ended August 31, 1995 was 5.82%. The effective
compound annualized yield of Class A shares of Institutional Liquid Reserves
for such period was 5.99%. The annualized yield of Institutional U.S. Treasury
Reserves for the seven-day period ended August 31, 1995 was 5.31%, the
effective compound annualized yield of Institutional U.S. Treasury Reserves for
such period was 5.45% and the annualized tax equivalent yield of Institutional
U.S. Treasury Reserves for such period was 6.04% (assuming a combined state and
local tax rate of 12.051% for New York City residents).
<PAGE>
4. DETERMINATION OF NET ASSET VALUE
The net asset value of each of the shares of each Fund is determined on
each day on which the NYSE is open for trading. This determination is made once
during each such day as of 3:00 p.m., Eastern standard time, for Liquid
Reserves and 12:00 noon, Eastern standard time, for U.S. Treasury Reserves, by
dividing the value of the Fund's net assets (i.e., the value of its investment
in its Portfolio and other assets less its liabilities, including expenses
payable or accrued) by the number of shares of the Fund outstanding at the time
the determination is made. As of the date of this Statement of Additional
Information, the NYSE is open for trading every weekday except for the
following holidays (or the days on which they are observed): New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. Net asset value is calculated separately
for each class of shares of Liquid Reserves. It is anticipated that the net
asset value of each share of each Fund will remain constant at $1.00 and,
although no assurance can be given that they will be able to do so on a
continuing basis, as described below, the Funds and Portfolios employ specific
investment policies and procedures to accomplish this result.
The value of a Portfolio's net assets (i.e., the value of its securities
and other assets less its liabilities, including expenses payable or accrued)
is determined at the same time and on the same days as the net asset value per
share of the corresponding Fund is determined. The net asset value of a Fund's
investment in the corresponding Portfolio is equal to the Fund's pro rata share
of the total investment of the Fund and of other investors in the Portfolio
less the Fund's pro rata share of the Portfolio's liabilities.
The securities held by a Fund or 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 cause the market value of the securities
held by the Fund or Portfolio to deviate more than 1/2 of 1% from their value
determined on the basis of amortized cost, the Fund or 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 Fund or Portfolio would
receive if the instrument were sold.
Pursuant to the rules of the Securities and Exchange Commission ("SEC"),
the Trust's and the Portfolios' Boards of Trustees have established procedures
to stabilize the value of the Funds' and Portfolios' 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 rates. Should that deviation exceed 1/2 of 1% for a Fund or
a Portfolio, the Trust's or Portfolio's Board of Trustees of the applicable
Fund or Portfolio will consider whether any action should be initiated to
<PAGE>
eliminate or reduce material dilution or other unfair results to the investors
in the Fund or Portfolio. Such action may include withdrawal in kind, selling
securities prior to maturity and utilizing a net asset value as determined by
using available market quotations. The Funds and Portfolios maintain a
dollar-weighted average maturity of 90 days or less, do not purchase any
instrument with a remaining maturity greater than 397 days or (in the case of
Liquid Reserves and Cash Reserves Portfolio) subject to a repurchase agreement
having a duration of greater than 397 days, limit their investments, including
repurchase agreements, to those U.S. dollar-denominated instruments that are
determined by the Adviser to present minimal credit risks and comply with
certain reporting and recordkeeping procedures. The Trust and Portfolios also
have established procedures to ensure that securities purchased by the Funds
and Portfolios meet high quality criteria. (See "Investment Objectives,
Policies and Restrictions -- Investment Policies.")
Subject to compliance with applicable regulations, the Trust and the
Portfolios have each reserved the right to pay the redemption price of shares
of the Funds or beneficial interests in the Portfolios, either totally or
partially, by a distribution in kind of readily marketable securities (instead
of cash). The securities so distributed would be valued at the same amount as
that assigned to them in calculating the net asset value for the shares or
beneficial interests being sold. If a holder of shares or beneficial interests
received a distribution in kind, such holder could incur brokerage or other
charges in converting the securities to cash.
The Trust or the Portfolios may suspend the right of redemption or
postpone the date of payment for shares of a Fund or beneficial interests in a
Portfolio more than seven days during any period when (a) trading in the
markets the Fund or Portfolio normally utilizes is restricted, or an emergency,
as defined by the rules and regulations of the SEC, exists making disposal of
the Fund's or Portfolio's investments or determination of its net asset value
not reasonably practicable; (b) the NYSE is closed (other than customary
weekend and holiday closings); or (c) the SEC has by order permitted such
suspension.
5. MANAGEMENT
The Trustees and officers of the Trust and the Portfolios, their ages and
their principal occupations during the past five years are set forth below.
Their titles may have varied during that period. Asterisks indicate that those
Trustees and officers are "interested persons" (as defined in the 1940 Act) of
the Trust or a Portfolio. Unless otherwise indicated below, the address of each
Trustee and officer is 6 St. James Avenue, Boston, Massachusetts. The address
of Cash Reserves Portfolio is Elizabethan Square, George Town, Grand Cayman,
British West Indies. The address of U.S. Treasury Reserves Portfolio is 6 St.
James Avenue, Boston, Massachusetts.
<PAGE>
TRUSTEES OF THE TRUST
PHILIP W. COOLIDGE; 44* -- President of the Trust and the Portfolios;
Chairman, Chief Executive Officer and President, Signature Financial Group,
Inc. and The Landmark Funds Broker-Dealer Services, Inc. (since December,
1988).
RILEY C. GILLEY; 69 -- Vice President and General Counsel, Corporate
Property Investors (December, 1988 to September, 1991); Partner, Breed, Abbott
& Morgan (Attorneys) (retired, December, 1987). His address is 4041 Gulf Shore
Boulevard North, Naples, Florida.
DIANA R. HARRINGTON; 56 -- Professor, Babson College (since September,
1993); Visiting Professor, Kellogg Graduate School of Management, Northwestern
University (September, 1992 to September, 1993); Professor, Darden Graduate
School of Business, University of Virginia (September, 1978 to September,
1993); Consultant to PanAgora Asset Management (since January, 1994). Her
address is 120 Goulding Street, Holliston, Massachusetts.
SUSAN B. KERLEY; 44 -- President, Global Research Associates, Inc.
(Investment Research) (since August, 1990); Manager, Rockefeller & Co. (March,
1988 to July, 1990); Trustee, Mainstay Institutional Funds (since December,
1990). Her address is P.O. Box 9572, New Haven, Connecticut.
TRUSTEES OF THE PORTFOLIOS
ELLIOTT J. BERV; 53 -- 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; 44* -- President of the Trust and the Portfolios;
Chairman, Chief Executive Officer and President, Signature Financial Group,
Inc. and The Landmark Funds Broker-Dealer Services, Inc. (since December,
1988).
MARK T. FINN; 52 -- President and Director, Delta Financial, Inc. (since
June, 1983); Chairman of the Board and Chief Executive Officer, FX 500 Ltd.
(Commodity Trading Advisory Firm) (since April, 1990); Director, Vantage
Consulting Group (since October, 1988). His address is 3500 Pacific Avenue,
P.O. Box 539, Virginia Beach, Virginia.
WALTER E. ROBB, III; 69 -- President, Benchmark Consulting Group, Inc.
(since 1991); Principal, Robb Associates (corporate financial advisers) (since
1978); President, Benchmark Advisors, Inc. (corporate financial advisers)
<PAGE>
(since 1989); Trustee of certain registered investment companies in the MFS
Family of Funds. His address is 35 Farm Road, Sherborn, Massachusetts.
OFFICERS OF THE TRUST AND THE PORTFOLIOS
PHILIP W. COOLIDGE; 44* -- President of the Trust and the Portfolios;
Chairman, Chief Executive Officer and President, Signature Financial Group,
Inc. and The Landmark Funds Broker-Dealer Services, Inc. (since December,
1988).
DAVID G. DANIELSON; 31* -- Assistant Treasurer of the Trust and the
Portfolios; Assistant Manager, Signature Financial Group, Inc. since May, 1991.
JOHN R. ELDER; 47* -- Treasurer of the Trust and the Portfolios; Vice
President, Signature Financial Group, Inc. (since April, 1995); Treasurer,
Phoenix Family of Mutual Funds (Phoenix Home Life Mutual Insurance Company)
(from 1983 to March, 1995).
LINDA T. GIBSON; 30* -- Assistant Secretary of the Trust and the
Portfolios; Legal Counsel, Signature Financial Group, Inc. (since June, 1991);
law student, Boston University School of Law (from September, 1989 to May,
1992); Product Manager, Signature Financial Group, Inc. (January, 1989 to
September, 1989).
SUSAN JAKUBOSKI; 32 * -- Vice President, Assistant Treasurer and Assistant
Secretary of Cash Reserves Portfolio and Assistant Secretary of the Trust
(since August, 1994); Manager, Signature Financial Group (Cayman) Ltd. (since
August, 1994); Senior Fund Administrator, Signature Financial Group, Inc.
(since August, 1994); Assistant Treasurer, Signature Broker-Dealer Services,
Inc. (since September, 1994); Fund Compliance Administrator, Concord Financial
Group (November, 1990 to August, 1994); Senior Fund Accountant, Neuberger &
Berman Management, Inc. (from February, 1988 to November, 1990); Customer
Service Representative, I.B.J. Schroder (prior to 1988). Her address is
Elizabethan Square, George Town, Grand Cayman, Cayman Islands, BWI.
THOMAS M. LENZ; 37* -- Secretary of the Trust and the Portfolios; Vice
President and Associate General Counsel, Signature Financial Group, Inc. (since
November, 1989); Attorney, Ropes & Gray (September, 1984 to November, 1989).
MOLLY S. MUGLER; 44* -- Assistant Secretary of the Trust and the
Portfolios; Legal Counsel and Assistant Secretary, Signature Financial Group,
Inc. (since December, 1988); Assistant Secretary, The Landmark Funds
Broker-Dealer Services, Inc. (since December, 1988).
BARBARA M. O'DETTE; 36*-- Assistant Treasurer of the Trust and the
Portfolios; Assistant Treasurer, Signature Financial Group, Inc. and The
Landmark Funds Broker-Dealer Services, Inc. (since December, 1988).
<PAGE>
ANDRES E. SALDANA; 33* -- Assistant Secretary of the Trust and the
Portfolios; Legal Counsel and Assistant Secretary, Signature Financial Group,
Inc. since November 1992; Attorney, Ropes & Gray from September, 1990 to
November, 1992.
DANIEL E. SHEA; 33* -- Assistant Treasurer of the Trust and the
Portfolios; Assistant Manager of Fund Administration, Signature Financial
Group, Inc. (since November, 1993); Supervisor and Senior Technical Advisor,
Putnam Investments (prior to 1990).
The Trustees and officers of the Trust and the Portfolios also hold
comparable positions with certain other funds for which LFBDS or an affiliate
serves as the distributor or administrator.
TRUSTEES COMPENSATION TABLE
AGGREGATE AGGREGATE TOTAL
COMPENSATION COMPENSATION COMPENSATION
FROM FROM FROM THE TRUST
INSTITUTIONAL INSTITUTIONAL AND COMPLEX(2)
TRUSTEE LIQUID U.S. TREASURY
RESERVES(1) RESERVES(1)
Riley C. Gilley $7,677.44 $3,231.84 $44,000.00
Diana R.
Harrington $6,880.01 $2,940.07 $40,000.00
Susan B. Kerley $6,880.01 $2,940.07 $40,000.00
- --------------------
(1) For the fiscal year ended August 31, 1995.
(2) Information relates to the fiscal year ended August 31, 1995.
Messrs. Coolidge and Gilley and Mss. Harrington and Kerley are trustees of
32, 15, 15 and 15 Funds, respectively, of the Landmark Family of Funds.
As of June 1, 1996, all Trustees and officers as a group owned less than
1% of each Fund's outstanding shares. As of the same date, more than 95% of the
outstanding shares of Liquid Reserves and more than 95% of the outstanding
shares of U.S. Treasury Reserves were held of record by Citibank, N.A. or an
affiliate, as a Shareholder Servicing Agent of the Funds, for the accounts of
their respective clients. As of June 1, 1996, no Class C or Class D shares of
Liquid Reserves were outstanding.
The Declaration of Trust of each of the Trust and the Portfolios provides
that the Trust or such Portfolio, as the case may be, will indemnify its
Trustees and officers against liabilities and expenses incurred in connection
with litigation in which they may be involved because of their offices with the
Trust or such Portfolio, as the case may be, unless, as to liability to the
<PAGE>
Trust or such Portfolio or its respective investors, it is finally adjudicated
that they engaged in willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in their offices, or unless with
respect to any other matter it is finally adjudicated that they did not act in
good faith in the reasonable belief that their actions were in the best
interests of the Trust or such Portfolio, as the case may be. In the case of
settlement, such indemnification will not be provided unless it has been
determined by a court or other body approving the settlement or other
disposition, or by a reasonable determination, based upon a review of readily
available facts, by vote of a majority of disinterested Trustees of the Trust
or such Portfolio, or in a written opinion of independent counsel, that such
officers or Trustees have not engaged in willful misfeasance, bad faith, gross
negligence or reckless disregard of their duties.
ADVISER
Citibank manages the assets of each Portfolio pursuant to separate
investment advisory agreements (the "Advisory Agreements"). Subject to such
policies as the Board of Trustees of a 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 Portfolios' investments
and effecting securities transactions for each Portfolio. Each of the Advisory
Agreements will continue in effect as long as such continuance is specifically
approved at least annually by the Board of Trustees of the applicable Portfolio
or by a vote of a majority of the outstanding voting securities of the
applicable Portfolio, and, in either case, by a majority of the Trustees of the
applicable Portfolio who are not parties to such Advisory Agreement or
interested persons of any such party, at a meeting called for the purpose of
voting on the Advisory Agreement.
Each of the Advisory Agreements provides that the Adviser may render
services to others. Each Advisory Agreement is terminable without penalty on
not more than 60 days' nor less than 30 days' written notice by the applicable
Portfolio when authorized either by a vote of a majority of the outstanding
voting securities of the applicable Portfolio or by a vote of a majority of the
Board of Trustees of the applicable Portfolio, or by the Adviser on not more
than 60 days' nor less than 30 days' written notice, and will automatically
terminate in the event of its assignment. Each Advisory Agreement provides that
neither the Adviser nor its personnel shall be liable for any error of judgment
or mistake of law or for any loss arising out of any investment or for any act
or omission in the execution of security transactions for the applicable
Portfolio, except for willful misfeasance, bad faith or gross negligence or
reckless disregard of its or their obligations and duties under the Advisory
Agreement.
The Prospectuses contain a description of the fees payable to the Adviser
for services under the Advisory Agreements.
<PAGE>
Cash Reserves Portfolio: For the period from October 2, 1992 (commencement of
operations) to August 31, 1993 the fee paid from Liquid Reserves to Citibank
under the Advisory Agreement was $2,108,642. For the fiscal years ended August
31, 1994 and 1995, the fees paid from Cash Reserves Portfolio to Citibank under
the Advisory Agreement were $1,806,314 and $4,097,854 (of which $943,419 and
$2,306,161, respectively, were voluntarily waived).
U.S. Treasury Reserves Portfolio: For the fiscal year ended December 31, 1992
and for the eight-month period ended August 31, 1993, the fees paid from U.S.
Treasury Reserves to Citibank under the Advisory Agreement were $933,117 and
$570,108. For the fiscal years ended August 31, 1994 and 1995, the fees payable
from U.S. Treasury Reserves Portfolio to Citibank under the Advisory Agreement
were $850,924 and $1,148,418 (of which $506,109 and $753,105, respectively,
were voluntarily waived).
ADMINISTRATORS
Pursuant to Administrative Services Agreements (the "Administrative
Services Agreements"), LFBDS provides the Trust and U.S. Treasury Reserves
Portfolio, and SFG provides Cash Reserves Portfolio, with general office
facilities, and LFBDS supervises the overall administration of the Trust and
U.S. Treasury Reserves Portfolio and SFG supervises the overall administration
of Cash Reserves 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 Trust and the
Portfolios; the preparation and filing of all documents required for compliance
by the Trust and the Portfolios with applicable laws and regulations; and
arranging for the maintenance of books and records of the Trust and the
Portfolios. LFBDS and SFG provide persons satisfactory to the Board of Trustees
of the Trust and the Portfolios to serve as Trustees and officers of the Trust
and the Portfolios. Such Trustees and officers may be directors, officers or
employees of LFBDS, SFG or their affiliates.
The Prospectuses contain a description of the fees payable to LFBDS and
SFG under the Administrative Services Agreements.
Liquid Reserves: For the period from October 2, 1992 (commencement of
operations) to August 31, 1993 and for the fiscal years ended August 31, 1994
and 1995, the fees payable to LFBDS from Liquid Reserves under the
Administrative Services Agreement and a prior administrative services agreement
with the Trust were $302,338, $468,172 and $1,014,974 (of which $278,869,
$231,690 and $914,591, respectively, were voluntarily waived). For Cash
Reserves Portfolio's fiscal years ended August 31, 1993, 1994 and 1995, the
fees payable to SFG under the Administrative Services Agreement and a prior
administrative services agreement with the Portfolio were $702,881 (of which
$596,227 was voluntarily waived), $602,105 and $1,365,951 (all of which were
voluntarily waived).
<PAGE>
U.S. Treasury Reserves: For the period October 2, 1992 (commencement of
operations) to December 31, 1992, the eight-month period ended August 31, 1993
and the fiscal years ended August 31, 1994 and 1995, the fees payable from U.S.
Treasury Reserves to LFBDS under the Administrative Services Agreement and a
prior administrative services agreement with the Trust were $5,989 (all of
which was voluntarily waived), $140,961 and $214,600 (of which $119,704 and
$80,255, respectively, were voluntarily waived). For the fiscal year ended
December 31, 1992, the eight-month period ended August 31, 1993 and the fiscal
years ended August 31, 1994 and 1995, the fees payable to LFBDS under the
Administrative Services Agreement with U.S. Treasury Reserves Portfolio were
$311,039 (of which $72,119 was voluntarily waived), $190,036, $283,642 and
$382,806 (all of which were voluntarily waived).
The Administrative Services Agreement with the Trust acknowledges that
the names "Landmark" and "Landmark Funds" are the property of LFBDS and
provides that if LFBDS ceases to serve as the administrator of the Trust, the
Trust and the Funds will change their respective names so as to delete the word
"Landmark" or the words "Landmark Funds." The Administrative Services Agreement
with the Trust also provides that LFBDS may render administrative services to
others and may permit other investment companies in addition to the Trust to
use the word "Landmark" or the words "Landmark Funds" in their names.
The Administrative Services Agreement with the Trust continues in effect
as to a Fund if such continuance is specifically approved at least annually by
the Trust's Board of Trustees or by a vote of a majority of the outstanding
voting securities of such Fund and, in either case, by a majority of the
Trustees of the Trust who are not interested parties of the Trust or LFBDS. The
Administrative Services Agreement with the Trust terminates automatically if it
is assigned and may be terminated as to a Fund by the Trust without penalty by
vote of a majority of the outstanding voting securities of the Fund or by
either party on not more than 60 days' nor less than 30 days' written notice.
The Administrative Services Agreement with the Trust also provides that neither
LFBDS nor its personnel shall be liable for any error of judgment or mistake of
law or for any act or omission in the administration or management of the
Trust, except for willful misfeasance, bad faith or gross negligence in the
performance of its or their duties or by reason of reckless disregard of its or
their obligations and duties under the Administrative Services Agreement.
LFBDS has agreed to reimburse the Funds for their operating expenses
(exclusive of interest, taxes, brokerage, and extraordinary expenses) which in
any year exceed the limits prescribed by any state in which the Funds' shares
are qualified for sale. The expenses incurred by the Funds for distribution
purposes pursuant to the Trust's Distribution Plans are included within such
operating expenses only to the extent required by any state in which the Funds'
shares are qualified for sale. The Trust may elect not to qualify the Funds'
shares for sale in every state. The Trust believes that currently the most
restrictive expense ratio limitation imposed by any state is 2 1/2% of the
first $30 million of a Fund's average net assets for its then-current fiscal
<PAGE>
year, 2% of the next $70 million of such assets, and 1 1/2% of such assets in
excess of $100 million. For the purpose of this obligation to reimburse
expenses, the Funds' annual expenses are estimated and accrued daily, and any
appropriate estimated payments will be made by LFBDS. Subject to the obligation
of LFBDS to reimburse the Funds for their excess expenses as described above,
the Trust has, under its Administrative Services Agreement, confirmed its
obligation for payment of all other expenses of the Funds.
The Administrative Services Agreements with the Portfolios provide that
LFBDS or SFG, as the case may be, may render administrative services to others.
The Administrative Services Agreement with each of the Portfolios terminates
automatically if it is assigned and may be terminated without penalty by a vote
of a majority of the outstanding voting securities of the Portfolio or by
either party on not more than 60 days' nor less than 30 days' written notice.
The Administrative Services Agreement with each of the Portfolios also provides
that neither LFBDS or SFG, as the case may be, 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.
LFBDS and SFG are wholly-owned subsidiaries of Signature Financial Group,
Inc.
Pursuant to Sub-Administrative Services Agreements (the
"Sub-Administrative Agreements"), Citibank performs such sub-administrative
duties for the Trust and the Portfolios as are from time to time agreed upon by
Citibank and, as the case may be, LFBDS or SFG. Citibank's sub-administrative
duties may include providing equipment and clerical personnel necessary for
maintaining the organization of the Trust and the Portfolios, participation in
preparation of documents required for compliance by the Trust and the
Portfolios with applicable laws and regulations, preparation of certain
documents in connection with meetings of Trustees and shareholders of the Trust
and Portfolios, and other functions which would otherwise be performed by LFBDS
as set forth above. For performing such sub-administrative services, Citibank
receives such compensation as is from time to time agreed upon by Citibank and,
as the case may be, LFBDS or SFG not in excess of the amount paid to LFBDS or
SFG for its services under the applicable Administrative Services Agreement.
All such compensation is paid by LFBDS or SFG, as the case may be.
DISTRIBUTOR
The Trust has adopted a Distribution Plan (the "Distribution Plan") in
accordance with Rule 12b-1 under the 1940 Act for Class A shares of Liquid
Reserves and for shares of U.S. Treasury Reserves after having concluded that
there is a reasonable likelihood that the Distribution Plan will benefit the
<PAGE>
Funds and their shareholders. The Distribution Plan provides that the
Distributor receives a fee from each Fund at an annual rate not to exceed 0.10%
of the average daily net assets attributable to Class A shares of Liquid
Reserves and 0.10% of the average daily net assets of U.S. Treasury Reserves in
anticipation of, or as reimbursement for, expenses incurred in connection with
the sale of shares of the Fund, such as advertising expenses and the expenses
of printing (excluding typesetting) and distributing prospectuses and reports
used for sales purposes, expenses of preparing and printing sales literature
and other distribution related expenses.
The Distribution Plan continues in effect if such continuance is
specifically approved at least annually by a vote of both a majority of the
Trust's Trustees and a majority of the Trust's Trustees who are not "interested
persons" of the Trust and who have no direct or indirect financial interest in
the operation of the Distribution Plan or in any agreement related to such Plan
("Qualified Trustees"). The Distribution Plan requires that at least quarterly
the Trust and the Distributor provide to the Board of Trustees and the Board of
Trustees review a written report of the amounts expended (and the purposes
therefor) under the Distribution Plan. The Distribution Plan further provides
that the selection and nomination of the Trust's Qualified Trustees is
committed to the discretion of the Trust's disinterested Trustees then in
office. The Distribution Plan may be terminated with respect to the applicable
Fund at any time by a vote of a majority of the Trust's Qualified Trustees or
by a vote of a majority of the outstanding voting securities of that class or
Fund, as the case may be. The Distribution Plan may not be amended to increase
materially the amount of the Funds' permitted expenses thereunder without the
approval of a majority of the outstanding voting securities of the applicable
class or Fund as the case may be and may not be materially amended in any case
without a vote of the majority of both the Trust's Trustees and the Trust's
Qualified Trustees. The Distributor will preserve copies of any plan, agreement
or report made pursuant to the Distribution Plan for a period of not less than
six years from the date of the Distribution Plan, and for the first two years
the Distributor will preserve such copies in an easily accessible place.
As contemplated by the Distribution Plan, LFBDS acts as the agent of the
Funds in connection with the offering of shares of the Funds pursuant to
Distribution Agreement (the "Distribution Agreement"). After the prospectus and
periodic reports have been prepared, set in type and mailed to existing
shareholders, the Distributor pays for the printing and distribution of copies
of the prospectuses and periodic reports which are used in connection with the
offering of shares of the Funds to prospective investors. The Prospectus for
Class A shares of Liquid Reserves and for shares of U.S. Treasury Reserves
contains a description of fees payable to the Distributor under the
Distribution Agreement.
Liquid Reserves: For the period from October 2, 1992 (commencement of
operations) to August 31, 1993 and the fiscal years ended August 31, 1994 and
1995, the fee payable from Liquid Reserves to the Distributor under the
<PAGE>
Distribution Agreement were $604,676, and $312,115 (of which $561,344 and
$296,822 were voluntarily waived) and $676,649 (all of which was voluntarily
waived), respectively.
U.S. Treasury Reserves: For the period October 2, 1992 (commencement of
operations) to December 31, 1992, the eight-month period ended August 31, 1993
and the fiscal years ended August 31, 1994 and 1995, the fees payable from U.S.
Treasury Reserves to the Distributor under the Distribution Agreement were
$1,320 (all of which was voluntarily waived), $11,979 (all of which was
voluntarily waived), $93,974 and $143,067 (of which $82,858 and $141,847 were
voluntarily waived), respectively.
The Trust has adopted separate Service Plans for Class C and Class D
shares of Liquid Reserves in accordance with Rule 12b-1 under the 1940 Act.
Under these Service Plans (each, a "Service Plan", the Fund may pay monthly
fees at an annual rate not to exceed 0.10% of the average daily net assets
attributable to Class C shares of the Fund and 0.80% of the average daily net
assets attributable to Class D shares of the Fund. Such fees may be used to
make payments to the Distributor for distribution services, to securities
dealers and other industry professionals (called Service Agents) that have
entered into service agreements with the Distributor and others in respect of
the sale of shares of the Fund, and to other parties in respect of the sale of
shares of the Fund, and to make payments for advertising, marketing or other
promotional activity, and payments for preparation printing, and distribution
of prospectuses, statements of additional information and reports for
recipients other than regulators and existing shareholders. The Fund also may
make payments to the Distributor, Service Agents and others for providing
personal service or the maintenance of shareholder accounts. The Fund and the
Distributor provide to the Trustees quarterly a written report of amount
expended pursuant to each Service Plan and the purposes for which the
expenditures were made.
The Trust has entered into separate Distribution Agreements with LFBDS
for Class C and Class D shares. Each Distribution Agreement obligates the Fund
to pay fees to the Distributor, Service Agents and others as compensation for
their services, not as reimbursement for specific expenses incurred. Thus, even
if their expenses exceed the fees provided for under a particular Distribution
Agreement, the Fund will not be obligated to pay more than those fees and, if
their expenses are less than the fees paid to them, they will realize a profit.
The Fund will pay the fees to the Distributor, Service Agents and others until
the applicable Service Plan or Distribution Agreement is terminated or not
renewed. In that event, the Distributor's or Service Agent's expenses in excess
of fees received or accrued through the termination date will be the
Distributor's or Service Agent's sole responsibility and not obligations of the
Fund. In their annual consideration of the continuation of each Service Plan,
the Trustees will review the Service Plan and the expenses for each class of
shares separately.
<PAGE>
Each Service Plan continues in effect if such continuance is specifically
approved at least annually by a vote of both a majority of the Trust's Trustees
and a majority of the Trustees who are not "interested persons" of each Trust
and who have no direct or indirect financial interest in the operation of the
Service Plan or in any agreement related to the Plan (for purposes of this
paragraph "Qualified Trustees"). Each Service Plan requires that the Trust and
the Distributor provide to the Board of Trustees, and the Board of Trustees
review, at least quarterly, a written report of the amounts expended (and the
purposes therefor) under the Service Plan. Each Service Plan further provides
that the selection and nomination of the Qualified Trustees is committed to the
discretion of the disinterested Trustees (as defined in the 1940 Act) then in
office. Each Service Plan may be terminated with respect to the particular
class of the Fund at any time by a vote of a majority of the Trust's Qualified
Trustees or by a vote of a majority of the outstanding voting securities of
that class. The Service Plan may not be amended to increase materially the
amount of the Fund's permitted expenses thereunder without the approval of a
majority of the outstanding securities of the particular class and may not be
materially amended in any case without a vote of a majority of both the
Trustees and Qualified Trustees. The Distributor will preserve copies of any
plan, agreement or report made pursuant to a Service Plan for a period of not
less than six years, and for the first two years the Distributor will preserve
such copies in an easily accessible place.
As contemplated by each Service Plan, LFBDS acts as the agent of the
Trust in connection with the offering of Class C and Class D shares of Liquid
Reserves pursuant to the Distribution Agreements. The Prospectuses for Class C
and Class D shares contain a description of fees payable to the Distributor
under the Distribution Agreements.
No Class C or D shares were outstanding during the fiscal year of Liquid
Reserves ended August 31, 1995.
The Distributor may enter into agreements with Service Agents and may pay
compensation to such Service Agents for accounts for which the Service Agents
are holders of record. Payments may be made to the Service Agents out of the
distribution fees received by the Distributor and out of the Distributor's past
profits or any other sources available to it.
SHAREHOLDER SERVICING AGENTS, TRANSFER AGENT AND CUSTODIAN
The Trust has adopted an Administrative Services Plan (the
"Administrative Plan") for Class A shares of Liquid Reserves and for U.S.
Treasury Reserves which provides that the Trust may obtain the services of an
administrator, a transfer agent, a custodian and one or more Shareholder
Servicing Agents, and may enter into agreements providing for the payment of
fees for such services. Under the Administrative Plan, the aggregate of the fee
paid to the Administrator and the fees paid to the Shareholder Servicing Agents
may not exceed 0.45% of the average daily net assets attributable to Class A
<PAGE>
shares of Liquid Reserves or 0.45% of the average daily net assets of U.S.
Treasury Reserves on an annualized basis for the Fund's 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
Trust's Trustees and a majority of the Trust's Trustees who are not "interested
persons" of the Trust 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 Trust
provide to the Trust's Board of Trustees and the Trust's 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 with respect to a Fund by a vote of a majority of the
Trust's Qualified Trustees or by a vote of a majority of the outstanding voting
securities of Class A shares of Liquid Reserves or of U.S. Treasury Reserves.
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 Class A shares of Liquid Reserves or of U.S.
Treasury Reserves and may not be materially amended in any case without a vote
of the majority of both the Trust's Trustees and the Trust's Qualified
Trustees.
The Trust has entered into a shareholder servicing agreement concerning
Class A shares of Liquid Reserves and shares of U.S. Treasury Reserves (a
"Servicing Agreement") with each Shareholder Servicing Agent and a Transfer
Agency and Service Agreement and a Custodian Agreement with State Street Bank
and Trust Company ("State Street") pursuant to which State Street (or its
affiliate State Street Canada, Inc.) acts as transfer agent and custodian for
the Trust. For additional information, including a description of fees paid to
the Shareholder Servicing Agents under the Servicing Agreements, see
"Management-Shareholder Servicing Agents" in the Prospectus for Class A shares
of Liquid Reserves and shares of U.S. Treasury Reserves. For the fiscal years
ended August 31, 1994 and 1995, the aggregate fees payable from Liquid Reserves
to Shareholder Servicing Agents under the Servicing Agreement were $936,344 and
$2,029,949 (all of which were voluntarily waived). For the fiscal years ended
August 31, 1994 and 1995, the aggregate fees payable from U.S. Treasury
Reserves to Shareholder Servicing Agents under the Servicing Agreements were
$281,921 and $429,200 (all of which were voluntarily waived).
The Portfolios have also adopted Administrative Services Plans (the
"Portfolio Administrative Plans") which provide that the Portfolios 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 Portfolio Administrative Plans, the administrative services fee
payable to either LFBDS or SFG, as the case may be, may not exceed 0.05% of a
Portfolio's average daily net assets on an annualized basis for its
then-current fiscal year. Each Portfolio Administrative Plan continues in
effect if such continuance is specifically approved at least annually by a vote
of both a majority of the applicable Portfolio's Trustees and a majority of the
<PAGE>
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 Portfolio
Administrative Plan or in any agreement related to such Plan ("Qualified
Trustees"). Each Portfolio Administrative Plan requires that the applicable
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 Portfolio Administrative Plan. Each Portfolio
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 applicable Portfolio. Neither Portfolio
Administrative Plan may be amended to increase materially the amount of
permitted expenses thereunder without the approval of a majority of the
outstanding voting securities of the applicable Portfolio and may not be
materially amended in any case without a vote of the majority of both the
Portfolio's Trustees and the Portfolio's Qualified Trustees.
Each Portfolio has entered into a Transfer Agency and Service Agreement
and a Custodian Agreement with State Street pursuant to which State Street (or
its affiliate State Street Canada, Inc.) acts as transfer agent and custodian
and performs fund accounting services for the Portfolios.
6. PORTFOLIO TRANSACTIONS
The Portfolios' 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
Portfolios do not anticipate paying brokerage commissions. Any transaction for
which a 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 applicable Portfolio rather than by
any formula. The primary consideration is prompt execution of orders in an
effective manner at the most favorable price.
Investment decisions for each Portfolio will be made independently from
those for any other account, series or investment company that is or may in the
future become managed by the Adviser or its affiliates. If, however, a
Portfolio and other investment companies, series 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
<PAGE>
the Portfolio. In addition, when purchases or sales of the same security for a
Fund, Portfolio and for other investment companies or series 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 portfolio transactions are executed with the Adviser, or with any
affiliate of the Adviser, acting either as principal or as broker.
7. DESCRIPTION OF SHARES, VOTING RIGHTS AND LIABILITIES
The Trust's Declaration of Trust permits the Trust's Board of Trustees to
issue an unlimited number of full and fractional Shares of Beneficial Interest
($0.00001 par value) of each series, to divide or combine the shares of any
series into a greater or lesser number of shares of that series without thereby
changing the proportionate beneficial interests in that series and to divide
such shares into classes. Currently, the Funds are the only two series of
shares of the Trust. Liquid Reserves has three classes of shares, Class A,
Class C and Class D. Each share of each Fund represents an equal proportionate
interest in a Fund with each other share. Upon liquidation or dissolution of a
Fund, the Fund's shareholders are entitled to share pro rata in the Fund's net
assets available for distribution to its shareholders. The Trust reserves the
right to create and issue additional series of shares. Shares of each series
participate equally in the earnings, dividends and distribution of net assets
of the particular series upon the liquidation or dissolution of the series
except that, due to the differing distribution fees borne by each class of
Liquid Reserves, dividends and proceeds generally will be lower for Class C
shares than Class A shares and higher for Class C than Class D shares. Shares
of each series are entitled to vote separately to approve advisory agreements
or changes in investment policy, but shares of all series may vote together in
the election or selection of Trustees and accountants for the Trust. In matters
affecting only a particular Fund or class, only shares of that Fund or class
are entitled to vote.
Shareholders are entitled to one vote for each share held on matters on
which they are entitled to vote. Shareholders in the Trust do not have
cumulative voting rights, and shareholders owning more than 50% of the
outstanding shares of the Trust may elect all of the Trustees of the Trust if
they choose to do so and in such event the other shareholders in the Trust
would not be able to elect any Trustee. The Trust is not required and has no
present intention of holding annual meetings of shareholders but the Trust will
hold special meetings of a Fund's shareholders when in the judgment of the
Trust's Trustees it is necessary or desirable to submit matters for a
shareholder vote. Shareholders have under certain circumstances (e.g., upon
application and submission of certain specified documents to the Trustees by a
specified number of shareholders) the right to communicate with other
shareholders in connection with requesting a meeting of shareholders for the
<PAGE>
purpose of removing one or more Trustees. Shareholders also have the right to
remove one or more Trustees without a meeting by a declaration in writing by a
specified number of shareholders. No material amendment may be made to the
Trust's Declaration of Trust without the affirmative vote of the holders of a
majority of its outstanding shares.
The Trust's Declaration of Trust provides that, at any meeting of
shareholders of the Trust or of any series of the Trust, a Shareholder
Servicing Agent may vote any shares of which it is the holder of record and for
which it does not receive voting instructions proportionately in accordance
with the instructions it receives for all other shares of which it is the
holder of record. Shares have no preference, pre-emptive, conversion or similar
rights. Shares, when issued, are fully paid and non-assessable, except as set
forth below.
The Trust may enter into a merger or consolidation, or sell all or
substantially all of its assets (or all or substantially all of the assets
belonging to any series of the Trust), if approved by the vote of the holders
of two-thirds of the Trust's outstanding shares voting as a single class, or of
the affected series of the Trust, as the case may be, except that if the
Trustees of the Trust recommend such sale of assets, merger or consolidation,
the approval by vote of the holders of a majority of the Trust's or the
affected series' outstanding shares would be sufficient. The Trust or any
series of the Trust, as the case may be, may be terminated (i) by a vote of a
majority of the outstanding voting securities of the Trust or the affected
series or (ii) by the Trustees by written notice to the shareholders of the
Trust or the affected series. If not so terminated, the Trust will continue
indefinitely.
Share certificates will not be issued.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of such a business trust
may, under certain circumstances, be held personally liable as partners for its
obligations and liabilities. However, the Declaration of Trust contains an
express disclaimer of shareholder liability for acts or obligations of the
Trust and provides for indemnification and reimbursement of expenses out of
Trust property for any shareholder held personally liable for the obligations
of the Trust. The Declaration of Trust also provides that the Trust may
maintain appropriate insurance (e.g., fidelity bonding and errors and omissions
insurance) for the protection of the Trust, its shareholders, Trustees,
officers, employees and agents covering possible tort and other liabilities.
Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which both inadequate
insurance existed and the Trust itself was unable to meet its obligations.
The Trust's Declaration of Trust further provides that obligations of the
Trust are not binding upon the Trustees individually but only upon the property
of the Trust and that the Trustees will not be liable for any action or failure
to act, but nothing in the Declaration of Trust protects a Trustee against any
<PAGE>
liability to which he or she would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his or her office.
Each Portfolio is organized as a trust under the laws of the State of New
York. Each Portfolio's Declaration of Trust provides that investors in the
Portfolio (e.g., other investment companies (including the corresponding Fund),
insurance company separate accounts and common and commingled trust funds) are
each liable for all obligations of the Portfolio. However, the risk of a Fund
incurring financial loss on account of such liability is limited to
circumstances in which both inadequate insurance existed and the applicable
Portfolio itself was unable to meet its obligations. It is not expected that
the liabilities of either Portfolio would ever exceed its assets.
Each investor in a Portfolio, including the corresponding Fund, may add
to or reduce its investment in the Portfolio on each business day. At 3:00
p.m., Eastern time, in the case of Cash Reserves Portfolio, and 12:00 noon ,
Eastern time, in the case of U.S. Treasury Reserves Portfolio, 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 3:00
p.m., Eastern time, for Cash Reserves Portfolio or 12:00 noon, Eastern time,
for U.S. Treasury Reserves Portfolio, 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 3:00 p.m.,
Eastern time, for Cash Reserves Portfolio or 12:00 noon, Eastern time, for U.S.
Treasury Reserves Portfolio, 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 3:00 p.m., Eastern time, for Cash Reserves Portfolio or 12:00
noon, Eastern time, for U.S. Treasury Reserves Portfolio, on the following
business day of the Portfolio.
8. CERTAIN ADDITIONAL TAX MATTERS
Each of the Funds has elected to be treated and intends to qualify each
year as a "regulated investment company" under Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"), by meeting all applicable
requirements of Subchapter M, including requirements as to the nature of the
Fund's gross income, the amount of Fund distributions, and the composition and
holding period of the Fund's portfolio assets. Provided all such requirements
are met and all of a Fund's net investment income and realized capital gains
are distributed to shareholders in accordance with the timing requirements
<PAGE>
imposed by the Code, no federal income or excise taxes will be required to be
paid by the Fund. If a Fund should fail to qualify as a regulated investment
company for any year, the Fund would incur a regular corporate federal income
tax upon its taxable income and Fund distributions would generally be taxable
as ordinary dividend income to shareholders. Each of the Portfolios believes
that it will not be required to pay any federal income or excise taxes.
Investment income received by Liquid Reserves from non-U.S. investments
may be subject to foreign income taxes withheld at the source; Liquid Reserves
does not expect to be able to pass through to shareholders any foreign tax
credits with respect to those foreign taxes. The United States has entered into
tax treaties with many foreign countries that may entitle Liquid Reserves to a
reduced rate of tax or an exemption from tax on these investments. It is not
possible to determine Liquid Reserves' effective rate of foreign tax in advance
since that rate depends upon the proportion of the Cash Reserves Portfolio's
assets ultimately invested within various countries.
Because each Fund expects to earn primarily interest income, it is
expected that no Fund distributions will qualify for the dividends-received
deduction for corporations.
9. INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS
Price Waterhouse LLP and Price Waterhouse are the independent and
chartered accountants for Liquid Reserves and Cash Reserves Portfolio,
respectively, providing audit services and assistance and consultation with
respect to the preparation of filings with the SEC. Deloitte & Touche LLP were
the independent certified public accountants for Liquid Reserves and Cash
Reserves Portfolio through December 31, 1993. The selection of Price Waterhouse
LLP and Price Waterhouse was based on management's decision with respect to
certain areas of expertise and service capabilities. There was no disagreement
between the Fund, the Portfolio and Deloitte & Touche LLP with respect to the
accounting and audit services provided by such firm. Deloitte & Touche LLP are
the independent certified public accountants for U.S. Treasury Reserves and
U.S. Treasury Reserves Portfolio, providing audit services and assistance and
consultation with respect to the preparation of filings with the SEC.
The audited financial statements of Liquid Reserves (Statement of Assets
and Liabilities at August 31, 1995, Statement of Operations for the year ended
August 31, 1995, Statement of Changes in Net Assets for the years ended August
31, 1995 and 1994, Financial Highlights for the years ended August 31, 1995 and
1994 and the period from October 2, 1992 (commencement of operations) to August
31, 1993, Notes to Financial Statements and Independent Auditors' Report) and
of Cash Reserves Portfolio (Portfolio of Investments at August 31, 1995,
Statement of Assets and Liabilities at August 31, 1995, Statement of Operations
for the year ended August 31, 1995, Statement of Changes in Net Assets for each
of the years ended August 31, 1995 and 1994, Financial Highlights for each of
the years in the five-year period ended August 31, 1995, Notes to Financial
<PAGE>
Statements and Independent Auditors' Report), each of which is included in the
Annual Report to Shareholders of Liquid Reserves, are incorporated by reference
into this Statement of Additional Information and have been so incorporated in
reliance upon the report of Price Waterhouse LLP and Price Waterhouse (for the
fiscal year ended August 31, 1994) and Deloitte & Touche LLP (for periods prior
to the fiscal year ended August 31, 1994), as experts in accounting and
auditing.
The audited financial statements of U.S. Treasury Reserves (Statement of
Assets and Liabilities at August 31, 1995, Statement of Operations for the year
ended August 31, 1995, Statement of Changes in Net Assets for the years ended
August 31, 1995, and 1994, Financial Highlights for the years ended August 31,
1995 and 1994, the eight months ended August 31, 1993 and the period October 2,
1992 (commencement of operations) to December 31, 1992, the Notes to Financial
Statements and the Independent Auditors' Report) and of U.S. Treasury Reserves
Portfolio (Portfolio of Investments at August 31, 1995, Statement of Assets and
Liabilities at August 31, 1995, Statement of Operations for the year ended
August 31, 1995, Statement of Changes in Net Assets for the years ended August
31, 1995 and 1994, Financial Highlights for the years ended August 31, 1995 and
1994, the eight-month period ended August 31, 1993, the year ended December 31,
1992 and the period March 1, 1991 (commencement of operations) to December 31,
1991, the Notes to Financial Statements and the Independent Auditors' Report),
each of which is included in the Annual Report to Shareholders of U.S. Treasury
Reserves, are incorporated by reference into this Statement of Additional
Information and have been so incorporated in reliance upon the report of
Deloitte & Touche LLP, independent certified public accountants, as experts in
accounting and auditing.
A copy of each of the Annual Reports accompanies this Statement of
Additional Information.
<PAGE>
SHAREHOLDER SERVICING AGENTS
FOR 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,
Registered Representative or (212) 559-5959
FOR CITIBANK GLOBAL ASSET MANAGEMENT CLIENTS:
Citibank, N.A.
Citibank Global Asset Management
153 East 53rd Street, New York, NY l0043
(212) 559-7117
FOR NORTH AMERICAN INVESTOR SERVICES CLIENTS:
Citibank, N.A.
111 Wall Street, New York, NY 10043
Call Your Account Manager or (212) 657-9100
<PAGE>
LANDMARK INSTITUTIONAL LIQUID RESERVES
LANDMARK INSTITUTIONAL U.S. TREASURY RESERVES
TRUSTEES AND OFFICERS
Philip W. Coolidge, President*
Riley C. Gilley
Diana R. Harrington
Susan B. Kerley
SECRETARY
Thomas M. Lenz*
TREASURER
John R. Elder*
*Affiliated Person of Administrator and Distributor
INVESTMENT ADVISER
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
(LANDMARK INSTITUTIONAL LIQUID RESERVES)
Price Waterhouse LLP
160 Federal Street, Boston, MA 02110
(LANDMARK INSTITUTIONAL U.S. TREASURY RESERVES)
Deloitte & Touche LLP
125 Summer Street, Boston, MA 02110
LEGAL COUNSEL
Bingham, Dana & Gould LLP
150 Federal Street, Boston, MA 02110
SHAREHOLDER SERVICING AGENTS
(See Inside of Cover)
<PAGE>
PART C
Item 24. Financial Statements and Exhibits.
(a) FINANCIAL STATEMENTS INCLUDED IN PART A:
Not applicable.
FINANCIAL STATEMENTS INCLUDED IN PART B:
(i) Landmark Institutional Liquid Reserves
Statement of Assets and Liabilities at August 31, 1995*
Statement of Operations for the year ended August 31, 1995*
Statement of Changes in Net Assets for the years ended
August 31, 1995 and August 31, 1994*
Financial Highlights for the period from October 2, 1992
(commencement of operations) to August 31, 1993 and for
the years ended August 31, 1994 and August 31, 1995*
(ii) Cash Reserves Portfolio
Portfolio of Investments at August 31, 1995*
Statement of Assets and Liabilities at August 31, 1995*
Statement of Operations for the year ended August 31, 1995*
Statement of Changes in Net Assets for the years ended
August 31, 1995 and August 31, 1994*
Financial Highlights for each of the years in the five-year
period ended August 31, 1995*
(iii)Landmark Institutional U.S. Treasury Reserves
Statement of Assets and Liabilities at August 31, 1995**
Statement of Operations for the year ended August 13, 1995**
Statement of Changes in Net Assets for the years ended
August 31, 1995 and August 31, 1994**
Financial Highlights for the years ended August 31, 1995 and
August 31, 1994, the eight months ended August 31, 1993 and
the period from October 2, 1992 (commencement of
operations) to December 31, 1992**
(iv) U.S. Treasury Reserves Portfolio
Portfolio of Investments at August 31, 1995**
Statement of Assets and Liabilities at August 31, 1995**
Statement of Operations for the year ended August 31, 1995**
Statement of Changes in Net Assets for the years ended
August 31, 1995 and August 31, 1994**
Financial Highlights for the years ended August 31, 1995 and
August 31, 1994, for the eight-month period ended
August 31, 1993, for the year ended December 31, 1992 and
for the period from March 1, 1991 (commencement of
operations) to December 31, 1991**
- ------------------
*Incorporated by reference to the Registrant's Annual Report to Shareholders
of Landmark Institutional Liquid Reserves for the fiscal year ended August
31, 1995, filed with the Securities and Exchange Commission on the EDGAR
system on or about October 26, 1995 (Accession Number 889512-95-000002).
**Incorporated by reference to the Registrant's Annual Report to Shareholders
of Landmark Institutional U.S. Treasury Reserves for the fiscal year ended
August 31, 1995, filed with the Securities and Exchange Commission on the
EDGAR System on or about October 26, 1995 (Accession Number
889512-95-000002).
<PAGE>
(b) Exhibits
* 1(a) Declaration of Trust of the Registrant
1(b) Amendment to Declaration of Trust of the Registrant
* 2(a) By-Laws of the Registrant
**** 2(b) Amendment to By-Laws of the Registrant
* 4 Form of Certificate representing ownership of a share of
beneficial interest of the Registrant
6(a) Form of Amended and Restated Distribution Agreement, with
respect to Class A Shares, between the Registrant and The
Landmark Funds Broker-Dealer Services, Inc. ("LFBDS"), as
distributor
6(b) Form of Distribution Agreement, with respect to Class C
Shares, between the Registrant and LFBDS, as distributor
6(c) Form of Distribution Agreement, with respect to Class D
Shares, between the Registrant and LFBDS, as distributor
* 7 Form of Custodian Contract between the Registrant and State
Street Bank and Trust Company ("State Street"), as
custodian
9(a) Form of Amended and Restated Administrative Services Plan
of the Registrant, with respect to Class A Shares
** 9(b) Administrative Services Agreement between the Registrant
and LFBDS, as administrator
* 9(c) Form of Sub-Administrative Services Agreement between
Citibank, N.A. and LFBDS
9(d)(i) Form of Amendment to Shareholder Servicing Agreement
**** 9(d)(ii) Form of Shareholder Servicing Agreement between the
Registrant and Citibank, N.A., as shareholder servicing
agent
**** 9(d)(iii)Form of Shareholder Servicing Agreement between the
Registrant and a federal savings bank, as shareholder
servicing agent
**** 9(d)(iv) Form of Shareholder Agreement between the Registrant and
LFBDS, as shareholder servicing agent
**** 9(e) Transfer Agency and Servicing Agreement between the
Registrant and State Street, as transfer agent
**** 9(f) Form of Amended and Restated Exchange Privilege Agreement
between the Registrant, certain other investment companies
and LFBDS, as distributor
11 Consents of Deloitte & Touche LLP, Price Waterhouse LLP and
Price Waterhouse, independent auditors of the Registrant
15(a) Form of Amended and Restated Distribution Plan of the
Registrant, with respect to Class A Shares
15(b) Form of Service Plan of the Registrant, with respect to
Class C Shares
15(c) Form of Service Plan of the Registrant, with respect to
Class D Shares
** 16 Performance Calculations
18 Multiple Class Plan
*** 25(a) Powers of Attorney for the Registrant
**,****, 25(b) Powers of Attorney for Cash Reserves Portfolio
*****
27 Financial Data Schedule
- ---------------------
*Incorporated herein by reference to the Registrant's Registration Statement
on Form N-1A (File No. 33-49554) as filed with the Securities and Exchange
Commission on July 10, 1992 and to the Registrant's Registration Statement
on Form N-1A (File No. 33-49552) as filed with the Securities and Exchange
Commission on July 10, 1992.
**Incorporated herein by reference to Post-Effective Amendment No. 2 to the
Registrant's Registration Statement on form N-1A (File No. 33-49554) as
filed with the Securities and Exchange Commission on December 15, 1993 and
Post-Effective Amendment No. 2 to the Registrant's Registration Statement
on form N-1A (File No. 33-49552) as filed with the Securities and Exchange
Commission on December 15, 1993.
<PAGE>
***Incorporated herein by reference to Pre-Effective Amendment No. 2 and
Post-Effective Amendment No. 2 to the Registrant's Registration Statement
on Form N-1A (File No. 33-49552), Post-Effective Amendment No. 1 and
Post-Effective Amendment No. 2 to the Registrant's Registration Statement
on Form N-1A (File No. 33-49554) as filed with the Securities and Exchange
Commission on September 15, 1992, December 15, 1993, March 16, 1993 and
December 15, 1993, respectively.
****Incorporated herein by reference to Post-Effective Amendment No. 3 to the
Registrant's Registration Statement on Form N-1A (File No. 33-49554) as
filed with the Securities and Exchange Commission on November 3, 1994 and
Post-Effective Amendment No. 3 to the Registrant's Registration Statement
on Form N-1A (File No. 33-49552) as filed with the Securities and Exchange
Commission on November 3, 1994.
*****Incorporated herein by reference to Post-Effective Amendment No. 4 to the
Registrant's Registration Statement on Form N-1A (File No. 33-49554) as
filed with the Securities and Exchange Commission on December 28, 1995 and
Post-Effective Amendment No. 4 to the Registrant's Registration Statement
on Form N-1A (File No. 33-49552) as filed with the Securities and Exchange
Commission on December 28, 1995.
Item 25. Persons Controlled by or under Common Control with Registrant.
Not applicable.
Item 26. Number of Holders of Securities.
Title of Class Number of Record Holders
As of June 12, 1996
Shares of Beneficial Interest
(without par value)
Landmark Institutional Liquid Reserves
Class A 4
Class C 0
Class D 0
Item 27. Indemnification.
Reference is hereby made to (a) Article V of the Registrant's Declaration
of Trust, filed as an Exhibit to the Registrant's Registration Statement on
Form N-1A; (b) Section 4 of the Distribution Agreement between the Registrant
and The Landmark Funds Broker-Dealer Services, Inc., filed as an Exhibit to the
Registrant's Registration Statement on Form N-1A; and (c) the undertaking of
the Registrant regarding indemnification set forth in its Registration
Statement on Form N-1A.
The Trustees and officers of the Registrant and the personnel of the
Registrant's administrator are insured under an errors and omissions liability
insurance policy. The Registrant and its officers are also insured under the
fidelity bond required by Rule 17g-1 under the Investment Company Act of 1940.
Item 28. Business and Other Connections of Investment Adviser.
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
<PAGE>
registered bank holding company. Citibank also serves as investment adviser to
the following registered investment companies (or series thereof): The Premium
Portfolios (Balanced Portfolio, Equity Portfolio, Government Income Portfolio,
International Equity Portfolio, Emerging Asian Markets Equity Portfolio and
Small Cap Equity Portfolio), Tax Free Reserves Portfolio, 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 New York Tax Free Income Fund and Landmark National Tax Free Income
Fund) and Landmark VIP Funds (Landmark VIP U.S. Government Portfolio, Landmark
VIP Balanced Portfolio, Landmark VIP Equity Portfolio and Landmark VIP
International Equity Portfolio). As of December 31, 1995, Citibank and its
affiliates managed assets in excess of $83 billion worldwide. The principal
place of business of Citibank is located at 399 Park Avenue, New York, New York
10043.
The Chairman of the Board and a Director of Citibank is John S. Reed. The
following are Vice Chairmen of the Board and Directors of Citibank: Paul J.
Collins, William R. Rhodes and H. Onno Ruding. Other Directors of Citibank are
D. Wayne Calloway, Chairman and Chief Executive Officer, PepsiCo, Inc.,
Purchase, New York; Colby H. Chandler, Former Chairman and Chief Executive
Officer, Eastman Kodak Company; Pei-yuan Chia, Director, Baxter International,
Inc.; Kenneth T. Derr, Chairman and Chief Executive Officer, Chevron
Corporation; H.J. Haynes, Senior Counselor, Bechtel Group, Inc., San Francisco,
California; Rozanne L. Ridgway, President, The Atlantic Council of the United
States; Robert B. Shapiro, President and Chief Operating Officer, Monsanto
Company; Frank A. Shrontz, Chairman and Chief Executive Officer, Boeing
Company, Seattle, Washington; Mario Henrique Simonsen, Vice Chairman, Brazilian
Institute of Economics, The Getulio Vargas Foundation; Roger B. Smith, Former
Chairman and Chief Executive Officer, General Motors Corporation; Franklin A.
Thomas, President, The Ford Foundation, New York, New York; and Edgar S.
Woolard, Jr., Chairman and Chief Executive Officer, E.I. DuPont De Nemours &
Company.
Each of the individuals named above is also a Director of Citicorp. In
addition, the following persons have the affiliations indicated:
D. Wayne Calloway Director, Exxon Corporation
Director, General Electric Company
Director, PepsiCo., Inc.
Colby H. Chandler Director, Digital Equipment Corporation
Director, Ford Motor Company
Director, J.C. Penney Company, Inc.
Pei-yuan Chia Director, Baxter International, Inc.
Paul J. Collins Director, Kimberly-Clark Corporation
Kenneth T. Derr Director, American Telephone and Telegraph, Co.
Director, Chevron Corporation
Director, Potlatch Corporation
H.J. Haynes Director, Bechtel Group, Inc.
Director, Boeing Company
Director, Fremont Group, Inc.
Director, Hewlett-Packard Company
Director, Paccar Inc.
Director, Saudi Arabian Oil Company
John S. Reed Director, Monsanto Company
<PAGE>
Director, Philip Morris Companies, Incorporated
Stockholder, Tampa Tank & Welding, Inc.
William R. Rhodes Director, Private Export Funding Corporation
Rozanne L. Ridgway Director, 3M
Director, Bell Atlantic Corporation
Director, Boeing Company
Director, Emerson Electric Company
Member-International Advisory Board,
New Perspective Fund, Inc.
Director, RJR Nabisco, Inc.
Director, Sara Lee Corporation
Director, Union Carbide Corporation
H. Onno Ruding Member, Board of Supervisory Directors,
Amsterdam Trustee's Kantoor
Board Member, Corning, Incorporated
Advisor, Intercena (C&A) (Netherlands)
Member, Board of Supervisory Directors,
Pechiney Nederland N.V.
Member, Board of Advisers, Robeco N.V.
Advisory Director, Unilever N.V.
Advisory Director, Unilever PLC
Robert B. Shapiro Director, G.D. Searle & Co.
Director, Silicon Graphics
Director, Monsanto Company
Director, The Nutrasweet Company
Frank A. Shrontz Director, 3M
Director, Baseball of Seattle, Inc.
Director, Boeing Company
Director, Boise Cascade Corp.
Roger B. Smith Director, International Paper Company
Director, Johnson & Johnson
Director, Pepsico, Inc.
Franklin A. Thomas Director, Aluminum Company of America
Director, American Telephone and Telegraph, Co.
Director, Cummins Engine Company, Inc.
Director, Pepsico, Inc.
Edgar S. Woolard, Jr. Director, E.I. DuPont De Nemours & Company
<PAGE>
Item 29. Principal Underwriters.
(a) The Landmark Funds Broker-Dealer Services, Inc. ("LFBDS"), the
Registrant's Distributor, is also the distributor for Landmark International
Equity Fund, Landmark Emerging Asian Markets Equity Fund, Landmark U.S.
Treasury Reserves, Landmark Cash Reserves, Premium U.S. Treasury Reserves,
Premium Liquid Reserves, Landmark Institutional U.S. Treasury Reserves,
Landmark Tax Free Reserves, Landmark New York Tax Free Reserves, Landmark
California Tax Free Reserves, Landmark Connecticut 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, Landmark
VIP Funds (Landmark VIP U.S. Government Fund, Landmark VIP Balanced Fund,
Landmark VIP Equity Fund and Landmark VIP International Equity Fund),
CitiSelect Folio 200, CitiSelect Folio 300, CitiSelect Folio 400 and CitiSelect
Folio 500. LFBDS is also the placement agent for International Equity
Portfolio, Balanced Portfolio, Equity Portfolio, Small Cap Equity Portfolio,
Government Income Portfolio, Emerging Asian Markets Equity Portfolio, Cash
Reserves Portfolio, U.S. Treasury Reserves Portfolio, Tax Free Reserves
Portfolio, Asset Allocation Portfolio 200, Asset Allocation Portfolio 300,
Asset Allocation Portfolio 400, and Asset Allocation Portfolio 500.
(b) The information required by this Item 29 with respect to each
director and officer of LFBDS is incorporated by reference to Schedule A of
Form BD filed by LFBDS pursuant to the Securities and Exchange Act of 1934
(File No. 8-32417).
(c) Not applicable.
Item 30. Location of Accounts and Records.
The accounts and records of the Registrant are located, in whole or in
part, at the office of the Registrant and the following locations:
NAME ADDRESS
The Landmark Funds Broker-Dealer Services, Inc. 6 St. James Avenue
(administrator and distributor) Boston, MA 02116
State Street Bank and Trust Company 1776 Heritage Drive
(custodian and transfer agent) North Quincy, MA 02171
Citibank, N.A. 153 East 53rd Street
(investment adviser) New York, NY 10043
SHAREHOLDER SERVICING AGENTS
Citibank, N.A. -- The Citibank 153 East 53rd Street
Private Bank New York, NY 10043
Citibank, N.A. -- Citibank Global 153 East 53rd Street
Asset Management New York, NY 10043
Citibank, N.A. -- North American 111 Wall Street
Investor Services New York, NY 10094
<PAGE>
The Landmark Funds Broker-Dealer Services, Inc. 6 St. James Avenue
Boston, MA 02116
Item 31. Management Services.
Not applicable.
Item 32. Undertakings.
(a) Not applicable.
(b) Not applicable.
(c) The Registrant undertakes to furnish each person to whom a
prospectus of Landmark Institutional Liquid Reserves is delivered
with a copy of the Fund's latest Annual Report to Shareholders,
upon request without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Boston and
Commonwealth of Massachusetts on the 13th day of June, 1996.
LANDMARK INSTITUTIONAL TRUST
By: Philip W. Coolidge
Philip W. Coolidge
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities indicated below on June 13, 1996.
Signature Title
Philip W. Coolidge President, Principal Executive Officer
Philip W. Coolidge and Trustee
John R. Elder Principal Accounting and Financial Officer
John R. Elder
Riley C. Gilley* Trustee
Riley C. Gilley
Diana R. Harrington* Trustee
Diana R. Harrington
Susan B. Kerley* Trustee
Susan B. Kerley
*By: Philip W. Coolidge
Philip W. Coolidge
Executed by Philip W. Coolidge on behalf
of those indicated pursuant to Powers of
Attorney.
<PAGE>
SIGNATURES
Cash Reserves Portfolio has duly caused this Post-Effective Amendment to
the Registration Statement on Form N-1A of Landmark Institutional Trust to be
signed on its behalf by the undersigned, thereunto duly authorized, in George
Town, Grand Cayman, British West Indies on the 13th day of June, 1996.
CASH RESERVES PORTFOLIO
By: Susan Jakuboski
Susan Jakuboski, Assistant Treasurer of
Cash Reserves Portfolio
This Post-Effective Amendment to the Registration Statement on Form N-1A
of Landmark Institutional Trust has been signed by the following persons in the
capacities indicated on June 13, 1996.
Signature Title
Philip W. Coolidge* President, Principal Executive Officer
Philip W. Coolidge and Trustee
John R. Elder* Principal Accounting and Financial Officer
John R. Elder
Elliott J. Berv* Trustee
Elliott J. Berv
Mark T. Finn* Trustee
Mark T. Finn
Walter E. Robb, III* Trustee
Walter E. Robb, III
*By: Susan Jakuboski
Susan Jakuboski
Executed by Susan Jakuboski on behalf
of those indicated as attorney in fact.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
1(b) Amendment to Declaration of Trust of the Registrant
6(a) Form of Amended and Restated Distribution Agreement, with
respect to Class A Shares, between the Registrant and The
Landmark Funds Broker-Dealer Services, Inc. ("LFBDS"), as
distributor
6(b) Form of Distribution Agreement, with respect to Class C Shares,
between the Registrant and LFBDS, as distributor
6(c) Form of Distribution Agreement, with respect to Class D Shares,
between the Registrant and LFBDS, as distributor
9(a) Form of Amended and Restated Administrative Services Plan of
the Registrant, with respect to Class A Shares
9(d)(i) Form of Amendment to Shareholder Servicing Agreement
11 Consents of Deloitte & Touche LLP, Price Waterhouse LLP and
Price Waterhouse, independent auditors of the Registrant
15(a) Form of Amended and Restated Distribution Plan of the
Registrant, with respect to Class A Shares
15(b) Form of Service Plan of the Registrant, with respect to Class C
Shares
15(c) Form of Service Plan of the Registrant, with respect to Class D
Shares
18 Multiple Class Plan
27 Financial Data Schedule
Exhibit 1(b)
LANDMARK INSTITUTIONAL TRUST
ESTABLISHMENT AND DESIGNATION OF CLASSES
The undersigned, being a majority of the Trustees of Landmark
Institutional Trust, a Massachusetts business trust (the "Trust"), acting
pursuant to Section 6.9(i) of the Trust's Declaration of Trust dated July 8,
1992, as amended (the "Declaration"), do hereby divide the Shares of its series
Landmark Institutional Liquid Reserves (the "Fund") into three Classes of
Shares, as follows:
1. The three Classes of Shares are designated "Class A Shares," "Class C
Shares" and "Class D Shares."
2. Class A Shares, Class C Shares and Class D Shares shall be entitled to
all the rights and preferences accorded to Shares under the Declaration.
3. The number of Shares of each Class designated hereby shall be
unlimited.
4. The purchase price of Class A Shares, Class C Shares and Class D
Shares, the method of determination of the net asset value of Class A Shares,
Class C Shares and Class D Shares, the price, terms and manner of redemption of
Class A Shares, Class C Shares and Class D Shares, any conversion or exchange
feature or privilege of the Class A Shares, Class C Shares and Class D Shares,
and the relative dividend rights of the holders of Class A Shares, Class C
Shares and Class D Shares shall be established by the Trustees of the Trust in
accordance with the Declaration and shall be set forth in the current
prospectus and statement of additional information of the Fund, as amended from
time to time, contained in the Trust's registration statement under the
Securities Act of 1933, as amended.
5. Each of the Class A Shares, Class C Shares and Class D Shares shall
bear the expenses of payments under any distribution, service, and shareholder
servicing agreements entered into by or on behalf of the Fund with respect to
that Class, and any other expenses that are properly allocated to such Class in
accordance with the Investment Company Act of 1940, as amended, or any rule or
<PAGE>
order issued thereunder and applicable to the Trust or the Fund (the "1940
Act").
6. As to any matter on which shareholders are entitled to vote, Class A
Shares, Class C Shares and Class D Shares of the Fund shall vote together as a
single class; provided however, that notwithstanding the provisions of Section
6.8 of the Declaration to the contrary, (a) as to any matter with respect to
which a separate vote of any Class is required by the 1940 Act or is required
by a separate agreement applicable to such Class, such requirements as to a
separate vote by the Class shall apply, (b) except as required by (a) above, to
the extent that a matter affects more than one Class and the interests of the
Classes in the matter are not materially different, then the Shares of those
Classes whose interests in the matter are not materially different shall vote
together as a single Class, but to the extent that a matter affects more than
one Class and the interests of a Class in the matter are materially different
from that of each other Class, then the Shares of such Class shall vote as a
separate class; and (c) except as required by (a) above or as otherwise
required by the 1940 Act, as to any matter which does not affect the interests
of a particular Class, only the holders of Shares of the affected Class shall
be entitled to vote.
7. All currently issued and outstanding Shares of the Fund are hereby
designated Class A Shares.
8. The designation of Class A Shares, Class C Shares and Class D Shares
hereby shall not impair the power of the Trustees from time to time to
designate additional classes of Shares of the Fund.
9. Subject to the applicable provisions of the 1940 Act and the
Declaration, the Trustees may from time to time modify the preferences, voting
powers, rights and privileges of any of the Classes designated hereby without
any action or consent of the Shareholders.
10. At any time that there are no Shares outstanding of a particular Class
of the Fund previously established and designated, the Trustees may by an
instrument executed by a majority of their number abolish that Class.
11. This Establishment and Designation of Classes shall become effective
as of the date determined by any officer of the Trust.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Establishment
and Designation of Classes as of the 3rd day of May, 1996.
Philip W. Coolidge Diana R. Harrington
Philip W. Coolidge Diana R. Harrington
Riley C. Gilley Susan B. Kerley
Riley C. Gilley Susan B. Kerley
Exhibit 6(a)
DISTRIBUTION AGREEMENT
DISTRIBUTION AGREEMENT, dated as of August 10, 1992 and amended and
restated as of May 3, 1996, by and between LANDMARK INSTITUTIONAL TRUST, a
Massachusetts business trust (the "Trust"), and THE LANDMARK FUNDS
BROKER-DEALER SERVICES, INC., a Massachusetts corporation ("LFBDS" or the
"Distributor").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940 (collectively with
the rules and regulations promulgated thereunder, the "1940 Act");
WHEREAS, the Shares of Beneficial Interest (par value $0.00001 per share)
of the Trust are divided into separate series (together with any series which
may in the future be established, the "Funds");
WHEREAS, the Board of Trustees of the Trust has adopted a Distribution
Plan, dated as of August 10, 1992 and amended and restated as of May 3, 1996
(the "Distribution Plan"), which is incorporated herein by reference and
pursuant to which the Trust desires to enter into this Distribution Agreement;
and
WHEREAS, the Trust wishes to engage LFBDS to provide certain services
with respect to the distribution of shares of each Fund (but, as to the Fund
named Landmark Institutional Liquid Reserves, only shares designated Class A
Shares) (the "Shares") and LFBDS is willing to provide such services to the
Trust on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. The Trust grants to the Distributor the right, as agent of the Trust,
to sell the Shares of each Fund upon the terms hereinbelow set forth during the
term of this Agreement. While this Agreement is in force, the Distributor
agrees to use its best efforts to find purchasers for the Shares.
<PAGE>
The Distributor shall have the right, as agent of the Trust, to order
from the Trust the Shares needed, but not more than the Shares needed (except
for clerical errors and errors of transmission), to fill unconditional orders
for the Shares of each Fund placed with the Distributor by any dealer, all such
orders to be made in the manner set forth in the Trust's then-current
prospectus (the "Prospectus") and then-current statement of additional
information (the "Statement of Additional Information") relating to such
Shares. The price which shall be paid to the Trust for the Shares so purchased
shall be the net asset value per Share as determined in accordance with the
provisions of the Trust's Declaration of Trust and By-Laws, as each may from
time to time be amended (collectively, the "Governing Instruments") plus the
amount of the applicable sales charge, if any, as provided in the Trust's
currently effective Prospectus relating to such Fund. The Distributor shall
notify the Custodian of the Trust (currently State Street Bank and Trust
Company), at the end of each business day, or as soon thereafter as the orders
placed with the Distributor have been compiled, of the number of Shares of each
Fund and the prices thereof which have been ordered through the Distributor
since 12:00 noon (3:00 p.m. for Landmark Institutional Liquid Reserves) on the
previous business day.
The right granted to the Distributor to place orders for Shares with the
Trust shall be exclusive, except that this exclusive right shall not apply to
Shares issued in the event that an investment company (whether a regulated or
private investment company or a personal holding company) is merged with and
into or consolidated with the Trust or any Fund or in the event that the Trust
or any Fund acquires, by purchase or otherwise, all (or substantially all) the
assets or the outstanding shares of any such company; nor shall it apply to
Shares issued by the Trust as a dividend or stock split. The exclusive right to
place orders for Shares granted to the Distributor may be waived by the
Distributor by notice to the Trust in writing, either unconditionally or
subject to such conditions and limitations as may be set forth in such notice
to the Trust. The Trust hereby acknowledges that the Distributor may render
distribution and other services to other parties, including other investment
companies. In connection with its duties hereunder, the Distributor shall also
arrange for computation of performance statistics with respect to each Fund and
arrange for publication of current price information in newspapers and other
publications.
2. The Shares may be sold by the Distributor on behalf of the Trust to or
through any dealer having a sales agreement with the Distributor upon the
following terms and conditions:
<PAGE>
The public offering price of the Shares of each Fund, i.e., the price per
Share at which the Distributor or dealer purchasing Shares through the
Distributor may sell shares to the public, shall be the net asset value of such
Shares, plus the amount of the applicable sales charge, if any, as provided in
the Trust's currently effective Prospectus relating to such Fund. The
difference between the public offering price and net asset value (which amount
shall not be in excess of that set forth in the Prospectus) may be retained by
the Distributor or all or any part thereof may be paid by the Distributor to a
broker-dealer registered as such under the Exchange Act in accordance with the
Prospectus and the Distribution Plan.
The net asset value of the Shares of each Fund shall be determined by the
Trust, or by an agent of the Trust, as of 12:00 noon (3:00 p.m. for Landmark
Institutional Liquid Reserves), New York City time, on each day on which the
New York Stock Exchange is open for trading (and on such other days as the
Trustees deem necessary in order to comply with Rule 22c-1 under the 1940 Act),
in accordance with the method established pursuant to the Governing
Instruments. The Trust shall have the right to suspend the sale of Shares of
any Fund if, because of some extraordinary condition, the New York Stock
Exchange shall be closed, or if conditions existing during the hours when the
Exchange is open render such action advisable or for any other reason deemed
adequate by the Trust.
3. The Trust agrees that it will, from time to time, but subject to the
necessary approval, if any, of its shareholders, take all necessary action to
register such number of Shares under the Securities Act of 1933, as amended
(the "1933 Act"), as the Distributor may reasonably be expected to sell.
The Distributor shall be an independent contractor and neither the
Distributor nor any of its Directors, officers or employees as such, is or
shall be an employee of the Trust. It is understood that Trustees, officers and
shareholders of the Trust are or may become interested in the Distributor, as
Directors, officers, employees, or otherwise and that Directors, officers and
employees of the Distributor are or may become similarly interested in the
Trust and that the Distributor may be or become interested in the Trust as a
shareholder or otherwise. The Distributor is responsible for its own conduct
and the employment, control and conduct (but only with respect to the duties
and obligations of the Distributor hereunder) of its agents and employees and
for any injury to any of such agents or employees or to others through its
agents or employees. The Distributor assumes full responsibility for its agents
<PAGE>
and employees under applicable statutes and agrees to pay all employer taxes
thereunder.
4. The Distributor covenants and agrees that, in selling Shares, it will
use its best efforts in all respects duly to conform with the requirements of
all state and federal laws and the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. relating to the sale of Shares, and
will indemnify and hold harmless the Trust and each of its Trustees and
officers and each person, if any, who controls the Trust within the meaning of
Section 15 of the Act (the "Indemnified Parties") against all losses,
liabilities, damages or expenses (including the reasonable cost of
investigating or defending any alleged loss, liability, damages, claim or
expense and reasonable counsel fees incurred in connection therewith) arising
from any claim, demand, action or suit (collectively, "Claims"), arising by
reason of any person's acquiring any of the Shares through the Distributor,
which may be based upon the 1933 Act or any other statute or common law, on
account of any wrongful act of the Distributor or any of its employees
(including any failure to conform with any requirement of any state or federal
law or the Rules of Fair Practice of the National Association of Securities
Dealers, Inc. relating to the sale of Shares) or on the ground that the
registration statement under the 1933 Act, including all amendments thereto
(the "Registration Statement"), or Prospectus or previous prospectus or
Statement of Additional Information or previous statement of additional
information, with respect to such Shares, includes or included an untrue
statement of a material fact or omits or omitted to state a material fact
required to be stated therein or necessary in order to make the statements
therein not misleading, if and only if any such act, statement or omission was
made in reliance upon information furnished by the Distributor to the Trust;
provided, however, that in no case (i) is the indemnity of the Distributor in
favor of any Indemnified Party to be deemed to protect any such Indemnified
Party against liability to which such Indemnified Party would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of its or his duties or by reason of its or his reckless disregard
of its or his obligations and duties under this Agreement, or (ii) is the
Distributor to be liable under its indemnity agreement contained in this
Section 4 with respect to any Claim made against any Indemnified Party unless
such Indemnified Party shall have notified the Distributor in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the Claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice
of such service on any designated agent), but failure to notify the Distributor
of any such Claim shall not relieve it from any liability which it may have to
<PAGE>
any Indemnified Party otherwise than on account of its indemnity agreement
contained in this Section 4. The Distributor shall be entitled to participate,
at its own expense, in the defense, or, if it so elects, to assume the defense,
of any suit brought to enforce any such Claim, and, if the Distributor elects
to assume the defense, such defense shall be conducted by counsel chosen by it
and satisfactory to each Indemnified Party. In the event that the Distributor
elects to assume the defense of any such suit and retain such counsel, each
Indemnified Party shall bear the fees and expenses of any additional counsel
retained by it but, in case the Distributor does not elect to assume the
defense of any such suit, it shall reimburse the Indemnified Parties for the
reasonable fees and expenses of any counsel retained by them. Except with the
prior written consent of the Distributor, no Indemnified Party shall confess
any Claim or make any compromise in any case in which the Distributor will be
asked to indemnify such Indemnified Party. The Distributor agrees promptly to
notify the Trust of the commencement of any litigation or proceeding against it
in connection with the issuance and sale of any of the Shares.
Neither the Distributor nor any dealer nor any other person is authorized
to give any information or to make any representation on behalf of the Trust in
connection with the sale of Shares of any Fund, other than those contained in
the Registration Statement or Prospectus or Statement of Additional Information
relating to such Fund.
5. The Trust will pay, or cause to be paid:
(i) all costs and expenses of the Trust, including fees and disbursements
of its counsel, in connection with the preparation and filing of the
Registration Statement, Prospectus and Statement of Additional
Information with respect to the Shares of each Fund, and preparing and
mailing to shareholders Prospectuses, Statements of Additional
Information, statements and confirmations and periodic reports (including
the expense of setting in type the Registration Statement, Prospectus and
Statement of Additional Information or any periodic report with respect
to such Shares);
(ii) the cost of preparing temporary or permanent certificates for
Shares;
(iii)the cost and expenses of delivering to the Distributor at its office
in Boston, Massachusetts all Shares purchased through it as agent
hereunder;
<PAGE>
(iv) a distribution fee from the assets of each Fund to the Distributor
at an annual rate not to exceed 0.10% of the Trust's average daily net
assets attributable to the Shares of such Fund for its then-current
fiscal year in anticipation of, or as reimbursement for, expenses
incurred by the Distributor in connection with the sale of Shares,
subject to the Distribution Plan;
(v) all fees and disbursements of the Transfer Agent and Custodian with
respect to each Fund, subject to the Trust's Administrative Services
Plan;
(vi) a fee to each Shareholder Servicing Agent (pursuant to a shareholder
servicing agreement with each such Agent), subject to the Trust's
Administrative Services Plan;
(vii)a fee to the Administrator of the Trust (pursuant to the
Administrative Services Agreement), subject to the Trust's Administrative
Services Plan; and
(viii) a fee to the investment adviser of each Fund (pursuant to the
Investment Advisory Agreement with such Adviser).
The Distributor agrees that, with respect to the sale of Shares of each
Fund, after the Prospectus and Statement of Additional Information and periodic
reports with respect to such Fund have been set in type, it will bear the
expense (other than the cost of mailing to shareholders of the Trust) of
printing and distributing any copies thereof which are to be used in connection
with the offering or sale of Shares of such Fund to any dealer or prospective
investor. The Distributor further agrees that it will bear the expenses of
preparing, printing and distributing any other literature used by the
Distributor or furnished by it for use by any dealer in connection with the
offering of the Shares of such Fund for sale to the public and any expense of
sending confirmations and statements to any dealer having a sales agreement
with the Distributor. The Distributor will also bear the cost of any
compensation paid to dealers in connection with the sale of Shares of such
Fund. The Distributor also agrees to bear the expenses of qualification of
Shares of such Fund for sale in the various states and, if necessary or
advisable in connection therewith, of qualifying the Trust as a broker or
dealer in any such state.
6. If, at any time during the term of this Agreement, the Trust shall
deem it necessary or advisable in the best interests of the Trust that any
amendment of this Agreement be made in order to comply with any recommendation
or requirement of the Securities and Exchange Commission or other governmental
authority or to obtain any advantage under Massachusetts or federal tax laws,
<PAGE>
it shall notify the Distributor of the form of amendment which it deems
necessary or advisable and the reasons therefor. If the Distributor declines to
assent to such amendment (after a reasonable time), the Trust may terminate
this Agreement forthwith by written notice to the Distributor without payment
of any penalty. If, at any time during the term of this Agreement, the
Distributor requests the Trust to make any change in its Governing Instruments
or in its methods of doing business which are necessary in order to comply with
any requirement of federal law or regulations of the Securities and Exchange
Commission or of a national securities association of which the Distributor is
or may become a member, relating to the sale of the Shares, and the Trust fails
(after a reasonable time) to make any such change as requested, the Distributor
may terminate this Agreement forthwith by written notice to the Trust without
payment of any penalty.
7. The Distributor agrees that it will not take any long or short
position in the Shares of any Fund and that, so far as it can control the
situation, it will prevent any of its Directors or officers from taking any
long or short position in such Shares, except as permitted by the Governing
Instruments.
8. This Agreement shall become effective upon its execution and shall
continue in force indefinitely, provided that such continuance is specifically
approved at least annually (i) by the vote of a majority of the Trustees of the
Trust who are not "interested persons" of the Trust or of the Distributor at a
meeting specifically called for the purpose of voting on such approval, and
(ii) by the Board of Trustees of the Trust, or by the "vote of a majority of
the outstanding voting securities" of the Shares of each Fund. The aforesaid
requirement that continuance of this Agreement be "specifically approved at
least annually" shall be construed in a manner consistent with the 1940 Act.
This Agreement may be terminated as to any Fund at any time by either
party without payment of any penalty on not more than 60 days' nor less than 30
days' written notice to the other party.
This Agreement shall automatically terminate in the event of its
assignment.
9. LFBDS may subcontract for the performance of LFBDS' obligations
hereunder with any one or more persons; provided, however, that LFBDS shall not
enter into any such subcontract unless the Trustees of the Trust shall have
found the subcontracting party to be qualified to perform the obligations
sought to be subcontracted; and provided, further, that, unless the Trust
<PAGE>
otherwise expressly agrees in writing, LFBDS shall be as fully responsible to
the Trust for the acts and omissions of any subcontractor as it would be for
its own acts or omissions.
10. The terms "vote of a majority of the outstanding voting securities",
"interested person", "assignment" and "specifically approved at least annually"
shall have the respective meanings specified in, and shall be construed in a
manner consistent with, the 1940 Act, subject, however, to such exemptions as
may be granted by the Securities and Exchange Commission thereunder, and
provided, however, that the term "assignment" shall include (without
limitation) any sale, transfer or conversion of a controlling interest of any
class of voting stock of LFBDS or of any entity which holds a controlling
interest of any class of voting stock of LFBDS or another such entity.
11. This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject hereof
concerning the Shares, whether oral or written.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names on their behalf by the undersigned,
thereunto duly authorized, and their respective seals to be hereto affixed, all
as of the day and year first above written. The undersigned officer of the
Trust has executed this Agreement not individually, but as an officer under the
Trust's Declaration of Trust, dated July 8, 1992, and the obligations of this
Agreement are not binding upon any of the Trustees, officers or shareholders of
the Trust individually, but bind only the Trust estate.
LANDMARK INSTITUTIONAL THE LANDMARK FUNDS
TRUST BROKER-DEALER SERVICES, INC.
By: Philip W. Coolidge By: Philip W. Coolidge
-------------------- --------------------
Title: President Title: President
Exhibit 6(b)
DISTRIBUTION AGREEMENT
AGREEMENT , dated as of May 3, 1996, by and between Landmark
Institutional Trust, a Massachusetts business trust (the "Trust"), and The
Landmark Funds Broker-Dealer Services, Inc., a Massachusetts corporation
("Distributor"), with respect to shares of beneficial interest of the Trust's
series, Landmark Institutional Liquid Reserves (the "Fund"), designated as
Class C shares of the Fund ("Shares").
WHEREAS, the Trust engages in business as an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (the "1940 Act");
WHEREAS, the Trust's shares of beneficial interest are divided into
separate series representing interests in separate funds of securities and
other assets, with one of such series being the Fund;
WHEREAS, the Trust wishes to retain the services of a distributor for
Shares and has registered the Shares under the Securities Act of 1933, as
amended (the "1933 Act");
WHEREAS, the Trust has adopted a Service Plan pursuant to Rule 12b-1
under the 1940 Act (the "Service Plan") and may enter into related agreements
providing for the distribution and servicing of Shares;
WHEREAS, Distributor has agreed to act as distributor of the Shares for
the period of this Agreement;
NOW, THEREFORE, it is hereby agreed between the parties hereto as
follows:
1. Appointment of Distributor.
(a) The Trust hereby appoints Distributor its exclusive agent for the
distribution of Shares in jurisdictions wherein Shares may be legally offered
for sale; provided, however, that the Trust in its absolute discretion may
issue Shares in connection with (i) the payment or reinvestment of dividends or
distributions; (ii) any merger or consolidation of the Trust or of the Fund
with any other investment company or trust or any personal holding company, or
the acquisition of the assets of any such entity or another series of the
Trust; or (iii) any offer of exchange permitted by Section 11 of the 1940 Act.
<PAGE>
(b) Distributor hereby accepts such appointment as exclusive agent for
the distribution of Shares and agrees that it will sell the Shares as agent for
the Trust at prices determined as hereinafter provided and on the terms
hereinafter set forth, all according to the then-current prospectus and
statement of additional information of the Fund (the "Prospectus" and the
"Statement of Additional Information"), applicable laws, rules and regulations
and the Declaration of Trust of the Trust. Distributor agrees to use its best
efforts to solicit orders for the sale of Shares, and agrees to transmit
promptly to the Trust (or to the transfer agent of the Fund, if so instructed
in writing by the Trust) any orders received by it for purchase or redemption
of Shares.
(c) Distributor may sell Shares to or through qualified securities
dealers, financial institutions or others. Distributor will require each dealer
or other such party to conform to the provisions of this Agreement, the
Prospectus, the Statement of Additional Information and applicable law; and
neither Distributor nor any such dealers or others shall withhold the placing
of purchase orders for Shares so as to make a profit thereby.
(d) Distributor shall order Shares from the Trust only to the extent that
it shall have received unconditional purchase orders therefor. Distributor will
not make, or authorize any dealers or others to make: (i) any short sales of
Shares; or (ii) any sales of Shares to any Trustee or officer of the Trust, any
officer or director of Distributor or any corporation or association furnishing
investment advisory, managerial or supervisory services to the Trust, or to any
such corporation or association, unless such sales are made in accordance with
the Prospectus and the Statement of Additional Information.
(e) Distributor is not authorized by the Trust to give any information or
make any representations regarding Shares, except such information or
representations as are contained in the Prospectus, the Statement of Additional
Information or advertisements and sales literature prepared by or on behalf of
the Trust for Distributor's use.
(f) The Trust agrees to execute any and all documents, to furnish any and
all information and otherwise to take all actions which may be reasonably
necessary in the discretion of the Trust's officers in connection with the
qualification of Shares for sale in such states as Distributor and the Trust
agree.
(g) No Shares shall be offered by either Distributor or the Trust under
this Agreement, and no orders for the purchase or sale of Shares hereunder
<PAGE>
shall be accepted by the Trust, if and so long as the effectiveness of the
Trust's then current registration statement as to Shares of the Fund or any
necessary amendments thereto shall be suspended under any of the provisions of
the 1933 Act, or if and so long as a current prospectus for the Fund with
respect to Shares as required by Section 10 of the 1933 Act is not on file with
the Securities and Exchange Commission; provided, however, that nothing
contained in this paragraph (g) shall in any way restrict the Trust's
obligation to repurchase any Shares from any shareholder in accordance with the
provisions of the Fund's Prospectus or charter documents.
(h) Notwithstanding any provision hereof, the Trust may terminate,
suspend or withdraw the offering of Shares whenever, in its sole discretion, it
deems such action to be desirable.
2. Offering Price of Shares. All Shares sold under this Agreement shall
be sold at the public offering price per Share in effect at the time of the
sale, as described in the Prospectus. The excess, if any, of the public
offering price over the net asset value of the Shares sold by Distributor as
agent, and any contingent deferred sales charge applicable to Shares as set
forth in the Fund's Prospectus, shall be retained by Distributor as a
commission for its services hereunder. Out of such commission Distributor may
allow commissions, concessions or agency fees to dealers or other financial
institutions, including banks, and may allow them to others in its discretion
in such amounts as Distributor shall determine from time to time. Except as may
be otherwise determined by Distributor from time to time, such commissions,
concessions or agency fees shall be uniform to all dealers and other financial
institutions. At no time shall the Trust receive less than the full net asset
value of the Shares, determined in the manner set forth in the Prospectus and
the Statement of Additional Information. Distributor also may receive such
compensation under the Trust's Service Plan as may be authorized by the
Trustees of the Trust from time to time.
3. Furnishing of Information.
(a) The Trust shall furnish to Distributor copies of any information,
financial statements and other documents that Distributor may reasonably
request for use in connection with the sale of Shares under this Agreement. The
Trust shall also make available a sufficient number of copies of the Fund's
Prospectus and Statement of Additional Information for use by the Distributor.
<PAGE>
(b) The Trust agrees to advise Distributor immediately
in writing:
(i) of any request by the Securities and Exchange Commission for
amendments to any registration statement concerning the Fund or to a
Prospectus or for additional information;
(ii) in the event of the issuance by the Securities and Exchange
Commission of any stop order suspending the effectiveness of any such
registration statement or Prospectus or the initiation of any proceeding
for that purpose;
(iii)of the happening of any event which makes untrue any statement
of a material fact made in any such registration statement or Prospectus
or which requires the making of a change in such registration statement
or Prospectus in order to make the statements therein not misleading; and
(iv) of all actions of the Securities and Exchange Commission with
respect to any amendments to any such registration statement or
Prospectus which may from time to time be filed with the Securities and
Exchange Commission.
4. Expenses.
(a) The Trust will pay or cause to be paid the following expenses:
compensation of Trustees who are not "interested persons" of the Trust;
governmental fees; interest charges; loan commitment fees; taxes; membership
dues in industry associations allocable to the Trust; fees and expenses of
independent auditors, legal counsel and any transfer agent, distributor,
shareholder servicing agent, registrar or dividend disbursing agent of the
Trust; expenses of issuing and redeeming shares of beneficial interest and
servicing shareholder accounts; expenses of preparing, typesetting, printing
and mailing prospectuses, statements of additional information, shareholder
reports, notices, proxy statements and reports to governmental officers and
commissions and to existing shareholders of the Fund; expenses connected with
the execution, recording and settlement of security transactions; insurance
premiums; fees and expenses of the custodian for all services to the Fund,
including safekeeping of funds and securities and maintaining required books
and accounts; expenses of calculating the net asset value of the Fund
(including but not limited to the fees of independent pricing services);
expenses of meetings of shareholders; expenses relating to the issuance,
<PAGE>
registration and qualification of shares; and such non-recurring or
extraordinary expenses as may arise, including those relating to actions, suits
or proceedings to which the Trust may be a party and the legal obligation which
the Trust may have to indemnify its Trustees and officers with respect thereto.
(b) Except as otherwise provided in this Agreement and except to the
extent such expenses are borne by the Trust pursuant to the Service Plan,
Distributor will pay or cause to be paid all expenses connected with its own
qualification as a dealer under state and federal laws and all other expenses
incurred by Distributor in connection with the sale of Shares as contemplated
by this Agreement.
(c) Distributor shall prepare and deliver reports to the Trustees of the
Trust on a regular basis, at least quarterly, showing the expenditures with
respect to Shares pursuant to the Distribution Plan and the purposes therefor,
as well as any supplemental reports that the Trustees of the Trust, from time
to time, may reasonably request.
5. Repurchase of Shares. Distributor as agent and for the account of the
Trust may repurchase Shares offered for resale to it and redeem Shares at their
net asset value.
6. Indemnification by the Trust. In the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of Distributor, the Trust agrees to indemnify
Distributor, its officers and directors, and any person which controls
Distributor within the meaning of the 1933 Act against any and all claims,
demands, liabilities and expenses that any such indemnified party may incur
under the 1933 Act, or common law or otherwise, arising out of or based upon
any alleged untrue statement of a material fact contained in the registration
statement for the Fund, any Prospectus or Statement of Additional Information,
or any advertisements or sales literature prepared by or on behalf of the Trust
for Distributor's use, or any omission to state a material fact therein, the
omission of which makes any statement contained therein misleading, unless such
statement or omission was made in reliance upon and in conformity with
information furnished to the Trust in connection therewith by or on behalf of
Distributor. Nothing herein contained shall require the Trust to take any
action contrary to any provision of its Declaration of Trust or any applicable
statute or regulation.
7. Indemnification by Distributor. Distributor agrees to indemnify the
Trust, its officers and Trustees and any person which controls the Trust within
the meaning of the 1933 Act against any and all claims, demands, liabilities
<PAGE>
and expenses that any such indemnified party may incur under the 1933 Act, or
common law or otherwise, arising out of or based upon (i) any alleged untrue
statement of a material fact contained in the registration statement for the
Fund, any Prospectus or Statement of Additional Information, or any
advertisements or sales literature prepared by or on behalf of the Trust for
Distributor's use, or any omission to state a material fact therein, the
omission of which makes any statement contained therein misleading, if such
statement or omission was made in reliance upon and in conformity with
information furnished to the Trust in connection therewith by or on behalf of
Distributor; and (ii) any act or deed of Distributor or its sales
representatives that has not been authorized by the Trust in any Prospectus or
Statement of Additional Information or by this Agreement.
8. Term and Termination.
(a) Unless terminated as herein provided, this Agreement shall continue
in effect as to the Fund until May 3, 1997 and shall continue in full force and
effect as to Shares for successive periods of one year thereafter, but only so
long as each such continuance is approved (i) by either the Trustees of the
Trust or by vote of a majority of the outstanding voting securities (as defined
in the 1940 Act) of Shares of the Fund, or (ii) by vote of a majority of the
Trustees of the Trust who are not parties to this Agreement or interested
persons (as defined in the 1940 Act) of any such party and who have no direct
or indirect financial interest in this Agreement or in the operation of the
Service Plan or in any agreement related thereto ("Independent Trustees"), cast
at a meeting called for the purpose of voting on such approval.
(b) This Agreement may be terminated as to the Fund on not less than
thirty days' nor more than sixty days' written notice to the other party.
(c) This Agreement shall automatically terminate in the event of its
assignment (as defined in the 1940 Act).
9. Limitation of Liability. The obligations of the Trust hereunder shall
not be binding upon any of the Trustees, officers or shareholders of the Trust
personally, but shall bind only the assets and property of the Fund, and not
any other fund or series of the Trust. The term "Landmark Institutional Trust"
means and refers to the Trustees from time to time serving under the
Declaration of Trust of the Trust, a copy of which is on file with the
Secretary of the Commonwealth of Massachusetts. The execution and delivery of
this Agreement has been authorized by the Trustees, and this Agreement has been
<PAGE>
signed on behalf of the Trust by an authorized officer of the Trust, acting as
such and not individually, and neither such authorization by such Trustees nor
such execution and delivery by such officer shall be deemed to have been made
by any of them individually or to impose any liability on any of them
personally, but shall bind only the assets and property of the Trust as
provided in the Declaration of Trust.
10. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts and the provisions of the 1940
Act.
IN WITNESS THEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.
Landmark Institutional Trust
on behalf of its series
Landmark Institutional Liquid
Reserves
By: Philip W. Coolidge
The Landmark Funds Broker-Dealer
Services, Inc.
By: Philip W. Coolidge
Exhibit 6(c)
DISTRIBUTION AGREEMENT
AGREEMENT , dated as of May 3, 1996, by and between Landmark
Institutional Trust, a Massachusetts business trust (the "Trust"), and The
Landmark Funds Broker-Dealer Services, Inc., a Massachusetts corporation
("Distributor"), with respect to shares of beneficial interest of the Trust's
series, Landmark Institutional Liquid Reserves (the "Fund"), designated as
Class D shares of the Fund ("Shares").
WHEREAS, the Trust engages in business as an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (the "1940 Act");
WHEREAS, the Trust's shares of beneficial interest are divided into
separate series representing interests in separate funds of securities and
other assets, with one of such series being the Fund;
WHEREAS, the Trust wishes to retain the services of a distributor for
Shares and has registered the Shares under the Securities Act of 1933, as
amended (the "1933 Act");
WHEREAS, the Trust has adopted a Service Plan pursuant to Rule 12b-1
under the 1940 Act (the "Service Plan") and may enter into related agreements
providing for the distribution and servicing of Shares;
WHEREAS, Distributor has agreed to act as distributor
of the Shares for the period of this Agreement;
NOW, THEREFORE, it is hereby agreed between the parties hereto as
follows:
1. Appointment of Distributor.
(a) The Trust hereby appoints Distributor its exclusive agent for the
distribution of Shares in jurisdictions wherein Shares may be legally offered
for sale; provided, however, that the Trust in its absolute discretion may
issue Shares in connection with (i) the payment or reinvestment of dividends or
distributions; (ii) any merger or consolidation of the Trust or of the Fund
with any other investment company or trust or any personal holding company, or
the acquisition of the assets of any such entity or another series of the
Trust; or (iii) any offer of exchange permitted by Section 11 of the 1940 Act.
<PAGE>
(b) Distributor hereby accepts such appointment as exclusive agent for
the distribution of Shares and agrees that it will sell the Shares as agent for
the Trust at prices determined as hereinafter provided and on the terms
hereinafter set forth, all according to the then-current prospectus and
statement of additional information of the Fund (the "Prospectus" and the
"Statement of Additional Information"), applicable laws, rules and regulations
and the Declaration of Trust of the Trust. Distributor agrees to use its best
efforts to solicit orders for the sale of Shares, and agrees to transmit
promptly to the Trust (or to the transfer agent of the Fund, if so instructed
in writing by the Trust) any orders received by it for purchase or redemption
of Shares.
(c) Distributor may sell Shares to or through qualified securities
dealers, financial institutions or others. Distributor will require each dealer
or other such party to conform to the provisions of this Agreement, the
Prospectus, the Statement of Additional Information and applicable law; and
neither Distributor nor any such dealers or others shall withhold the placing
of purchase orders for Shares so as to make a profit thereby.
(d) Distributor shall order Shares from the Trust only to the extent that
it shall have received unconditional purchase orders therefor. Distributor will
not make, or authorize any dealers or others to make: (i) any short sales of
Shares; or (ii) any sales of Shares to any Trustee or officer of the Trust, any
officer or director of Distributor or any corporation or association furnishing
investment advisory, managerial or supervisory services to the Trust, or to any
such corporation or association, unless such sales are made in accordance with
the Prospectus and the Statement of Additional Information.
(e) Distributor is not authorized by the Trust to give any information or
make any representations regarding Shares, except such information or
representations as are contained in the Prospectus, the Statement of Additional
Information or advertisements and sales literature prepared by or on behalf of
the Trust for Distributor's use.
(f) The Trust agrees to execute any and all documents, to furnish any and
all information and otherwise to take all actions which may be reasonably
necessary in the discretion of the Trust's officers in connection with the
qualification of Shares for sale in such states as Distributor and the Trust
agree.
(g) No Shares shall be offered by either Distributor or the Trust under
this Agreement, and no orders for the purchase or sale of Shares hereunder
<PAGE>
shall be accepted by the Trust, if and so long as the effectiveness of the
Trust's then current registration statement as to Shares of the Fund or any
necessary amendments thereto shall be suspended under any of the provisions of
the 1933 Act, or if and so long as a current prospectus for the Fund with
respect to Shares as required by Section 10 of the 1933 Act is not on file with
the Securities and Exchange Commission; provided, however, that nothing
contained in this paragraph (g) shall in any way restrict the Trust's
obligation to repurchase any Shares from any shareholder in accordance with the
provisions of the Fund's Prospectus or charter documents.
(h) Notwithstanding any provision hereof, the Trust may terminate,
suspend or withdraw the offering of Shares whenever, in its sole discretion, it
deems such action to be desirable.
2. Offering Price of Shares. All Shares sold under this Agreement shall
be sold at the public offering price per Share in effect at the time of the
sale, as described in the Prospectus. The excess, if any, of the public
offering price over the net asset value of the Shares sold by Distributor as
agent, and any contingent deferred sales charge applicable to Shares as set
forth in the Fund's Prospectus, shall be retained by Distributor as a
commission for its services hereunder. Out of such commission Distributor may
allow commissions, concessions or agency fees to dealers or other financial
institutions, including banks, and may allow them to others in its discretion
in such amounts as Distributor shall determine from time to time. Except as may
be otherwise determined by Distributor from time to time, such commissions,
concessions or agency fees shall be uniform to all dealers and other financial
institutions. At no time shall the Trust receive less than the full net asset
value of the Shares, determined in the manner set forth in the Prospectus and
the Statement of Additional Information. Distributor also may receive such
compensation under the Trust's Service Plan as may be authorized by the
Trustees of the Trust from time to time.
3. Furnishing of Information.
(a) The Trust shall furnish to Distributor copies of any information,
financial statements and other documents that Distributor may reasonably
request for use in connection with the sale of Shares under this Agreement. The
Trust shall also make available a sufficient number of copies of the Fund's
Prospectus and Statement of Additional Information for use by the Distributor.
<PAGE>
(b) The Trust agrees to advise Distributor immediately
in writing:
(i) of any request by the Securities and Exchange Commission for
amendments to any registration statement concerning the Fund or to a
Prospectus or for additional information;
(ii) in the event of the issuance by the Securities and Exchange
Commission of any stop order suspending the effectiveness of any such
registration statement or Prospectus or the initiation of any proceeding
for that purpose;
(iii)of the happening of any event which makes untrue any statement
of a material fact made in any such registration statement or Prospectus
or which requires the making of a change in such registration statement
or Prospectus in order to make the statements therein not misleading; and
(iv) of all actions of the Securities and Exchange Commission with
respect to any amendments to any such registration statement or
Prospectus which may from time to time be filed with the Securities and
Exchange Commission.
4. Expenses.
(a) The Trust will pay or cause to be paid the following expenses:
compensation of Trustees who are not "interested persons" of the Trust;
governmental fees; interest charges; loan commitment fees; taxes; membership
dues in industry associations allocable to the Trust; fees and expenses of
independent auditors, legal counsel and any transfer agent, distributor,
shareholder servicing agent, registrar or dividend disbursing agent of the
Trust; expenses of issuing and redeeming shares of beneficial interest and
servicing shareholder accounts; expenses of preparing, typesetting, printing
and mailing prospectuses, statements of additional information, shareholder
reports, notices, proxy statements and reports to governmental officers and
commissions and to existing shareholders of the Fund; expenses connected with
the execution, recording and settlement of security transactions; insurance
premiums; fees and expenses of the custodian for all services to the Fund,
including safekeeping of funds and securities and maintaining required books
and accounts; expenses of calculating the net asset value of the Fund
(including but not limited to the fees of independent pricing services);
expenses of meetings of shareholders; expenses relating to the issuance,
<PAGE>
registration and qualification of shares; and such non-recurring or
extraordinary expenses as may arise, including those relating to actions, suits
or proceedings to which the Trust may be a party and the legal obligation which
the Trust may have to indemnify its Trustees and officers with respect thereto.
(b) Except as otherwise provided in this Agreement and except to the
extent such expenses are borne by the Trust pursuant to the Service Plan,
Distributor will pay or cause to be paid all expenses connected with its own
qualification as a dealer under state and federal laws and all other expenses
incurred by Distributor in connection with the sale of Shares as contemplated
by this Agreement.
(c) Distributor shall prepare and deliver reports to the Trustees of the
Trust on a regular basis, at least quarterly, showing the expenditures with
respect to Shares pursuant to the Distribution Plan and the purposes therefor,
as well as any supplemental reports that the Trustees of the Trust, from time
to time, may reasonably request.
5. Repurchase of Shares. Distributor as agent and for the account of the
Trust may repurchase Shares offered for resale to it and redeem Shares at their
net asset value.
6. Indemnification by the Trust. In the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of Distributor, the Trust agrees to indemnify
Distributor, its officers and directors, and any person which controls
Distributor within the meaning of the 1933 Act against any and all claims,
demands, liabilities and expenses that any such indemnified party may incur
under the 1933 Act, or common law or otherwise, arising out of or based upon
any alleged untrue statement of a material fact contained in the registration
statement for the Fund, any Prospectus or Statement of Additional Information,
or any advertisements or sales literature prepared by or on behalf of the Trust
for Distributor's use, or any omission to state a material fact therein, the
omission of which makes any statement contained therein misleading, unless such
statement or omission was made in reliance upon and in conformity with
information furnished to the Trust in connection therewith by or on behalf of
Distributor. Nothing herein contained shall require the Trust to take any
action contrary to any provision of its Declaration of Trust or any applicable
statute or regulation.
7. Indemnification by Distributor. Distributor agrees to indemnify the
Trust, its officers and Trustees and any person which controls the Trust within
the meaning of the 1933 Act against any and all claims, demands, liabilities
<PAGE>
and expenses that any such indemnified party may incur under the 1933 Act, or
common law or otherwise, arising out of or based upon (i) any alleged untrue
statement of a material fact contained in the registration statement for the
Fund, any Prospectus or Statement of Additional Information, or any
advertisements or sales literature prepared by or on behalf of the Trust for
Distributor's use, or any omission to state a material fact therein, the
omission of which makes any statement contained therein misleading, if such
statement or omission was made in reliance upon and in conformity with
information furnished to the Trust in connection therewith by or on behalf of
Distributor; and (ii) any act or deed of Distributor or its sales
representatives that has not been authorized by the Trust in any Prospectus or
Statement of Additional Information or by this Agreement.
8. Term and Termination.
(a) Unless terminated as herein provided, this Agreement shall continue
in effect as to the Fund until May 3, 1997 and shall continue in full force and
effect as to Shares for successive periods of one year thereafter, but only so
long as each such continuance is approved (i) by either the Trustees of the
Trust or by vote of a majority of the outstanding voting securities (as defined
in the 1940 Act) of Shares of the Fund, or (ii) by vote of a majority of the
Trustees of the Trust who are not parties to this Agreement or interested
persons (as defined in the 1940 Act) of any such party and who have no direct
or indirect financial interest in this Agreement or in the operation of the
Service Plan or in any agreement related thereto ("Independent Trustees"), cast
at a meeting called for the purpose of voting on such approval.
(b) This Agreement may be terminated as to the Fund on not less than
thirty days' nor more than sixty days' written notice to the other party.
(c) This Agreement shall automatically terminate in the event of its
assignment (as defined in the 1940 Act).
9. Limitation of Liability. The obligations of the Trust hereunder shall
not be binding upon any of the Trustees, officers or shareholders of the Trust
personally, but shall bind only the assets and property of the Fund, and not
any other fund or series of the Trust. The term "Landmark Institutional Trust"
means and refers to the Trustees from time to time serving under the
Declaration of Trust of the Trust, a copy of which is on file with the
Secretary of the Commonwealth of Massachusetts. The execution and delivery of
this Agreement has been authorized by the Trustees, and this Agreement has been
<PAGE>
signed on behalf of the Trust by an authorized officer of the Trust, acting as
such and not individually, and neither such authorization by such Trustees nor
such execution and delivery by such officer shall be deemed to have been made
by any of them individually or to impose any liability on any of them
personally, but shall bind only the assets and property of the Trust as
provided in the Declaration of Trust.
10. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts and the provisions of the 1940
Act.
IN WITNESS THEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.
Landmark Institutional Trust
on behalf of its series
Landmark Institutional Liquid
Reserves
By: Philip W. Coolidge
The Landmark Funds Broker-Dealer
Services, Inc.
By: Philip W. Coolidge
Exhibit 9(a)
ADMINISTRATIVE SERVICES PLAN
ADMINISTRATIVE SERVICES PLAN, dated as of August 10, 1992 and amended and
restated as of April 15, 1993 and further amended and restated as of May 3,
1996 of Landmark Institutional Trust, a Massachusetts business trust (the
"Trust").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is registered under the Investment Company Act of 1940,
as amended (collectively with the rules and regulations promulgated thereunder,
the "1940 Act"); and
WHEREAS, the Shares of Beneficial Interest (par value $0.00001 per share)
of the Trust are divided into separate series and may in the future be divided
into additional series (the existing series together with any additional series
established in the future, the "Funds"); and
WHEREAS, the Trust desires to adopt this Administrative Services Plan
(the "Plan") in order to provide for certain administrative services to the
Trust and holders of shares of each Fund (but, as to the Fund named Landmark
Institutional Liquid Reserves, only shares of that Fund designated Class A
Shares) (the "Shares"); and
WHEREAS, the Trust desires to enter into a transfer agency agreement (in
such form as may from time to time be approved by the Board of Trustees of the
Trust) with a financial institution, as transfer agent for the Trust (the
"Transfer Agent"), whereby the Transfer Agent will provide transfer agency
services to the Trust (the "Transfer Agency Agreement"); and
WHEREAS, the Trust desires to enter into a custodian agreement (in such
form as may from time to time be approved by the Board of Trustees of the
Trust) with a financial institution, as custodian for the Trust (the
"Custodian"), whereby the Custodian will provide custodial services to the
Trust (the "Custodian Agreement"); and
WHEREAS, the Trust desires to enter into an administrative services
agreement (in such form as may from time to time be approved by the Board of
Trustees of the Trust) with The Landmark Funds Broker-Dealer Services, Inc., a
<PAGE>
Massachusetts corporation, as administrator of the Trust (the "Administrator"),
whereby the Administrator will provide certain administrative and management
services to the Trust (the "Administrative Services Agreement"); and
WHEREAS, the Trust also desires to enter into shareholder servicing
agreements (in such form as may from time to time be approved by the Board of
Trustees of the Trust) with certain financial institutions, as shareholder
servicing agents ("Shareholder Servicing Agents"), whereby each Shareholder
Servicing Agent will provide certain services to holders of Shares of one or
more Funds (the "Shareholder Servicing Agreements"); and
WHEREAS, the Board of Trustees of the Trust, in considering whether the
Trust should adopt and implement this Plan, has evaluated such information as
it deemed necessary to an informed determination as to whether this Plan should
be adopted and implemented and has considered such pertinent factors as it
deemed necessary to form the basis for a decision to use assets attributable to
the Shares of each Fund for such purposes, and has determined that there is a
reasonable likelihood that the adoption and implementation of this Plan will
benefit the Trust and each Fund and the holders of each Fund's Shares.
NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this
Plan for the Trust, on the following terms and conditions:
1. As specified in the Transfer Agency Agreement, the Transfer Agent
shall act as dividend disbursing agent for the Trust and perform transfer
agency functions for each Fund. The Trust shall pay to the Transfer Agent such
compensation from the assets of each Fund as may from time to time be agreed to
by the Trust and the Transfer Agent.
2. As specified in the Custodian Agreement, the Custodian shall safeguard
and control the cash and securities of each Fund, handle receipt and delivery
of securities for each Fund, determine income and collect interest on the
investments of each Fund, maintain books of original entry for Fund and Trust
accounting and other required books and accounts, calculate the daily net asset
value of the shares of each Fund and, in general, act as the custodian of the
assets of the Trust pertaining to each Fund, but the Custodian shall have no
power to determine the investment policies of the Trust or any Fund or to
determine which securities the Trust will buy or sell on behalf of any Fund.
The Trust shall pay to the Custodian such compensation as may from time to time
be agreed to by the Trust and the Custodian.
<PAGE>
3. As specified in the Administrative Services Agreement, the
Administrator shall perform certain administrative and management services on
behalf of the Trust, including: providing office space, equipment and clerical
personnel necessary for maintaining the organization of the Trust and for
providing the administrative and management services to be performed by the
Administrator; arranging, if desired by the Trust, for Directors, officers and
employees of the Administrator to serve as Trustees, officers or agents of the
Trust if duly elected or appointed to such positions and subject to their
individual consent and to any limitations imposed by law; supervising the
overall administration of the Trust, including negotiation of contracts and
fees with and the monitoring of performance and billings of the Trust's
Transfer Agent, Shareholder Servicing Agents, Custodian and other independent
contractors or agents; preparing and, if applicable, filing all documents
required for compliance by the Trust with applicable laws and regulations,
including registration statements, prospectuses, statements of additional
information, semi-annual and annual reports to shareholders, proxy statements
and tax returns; preparation of agendas and supporting documents for and
minutes of meetings of Trustees, committees of Trustees and shareholders;
arranging for computation of performance statistics with respect to each Fund
and arranging for publication of current price information in newspapers and
other publications; and arranging for maintenance of books and records of the
Trust and each Fund. As consideration for services performed under the
Administrative Services Agreement, the Trust shall, subject to paragraph 5
hereof, periodically pay to the Administrator such fee from the assets of each
Fund as may from time to time be agreed to by the Trust and the Administrator.
4. As specified in each Shareholder Servicing Agreement, each Shareholder
Servicing Agent shall, with respect to one or more Funds, as agent for its
customers who purchase Shares, perform certain shareholder account,
administrative and service functions for such customers, including, among
others: answering customer inquiries regarding the manner in which purchases
and redemptions of Shares may be effected, and with regard to certain other
matters pertaining to the Trust or such Fund; assisting customers in
designating and changing dividend options, account designations and addresses;
providing necessary personnel and facilities to maintain certain shareholder
accounts and records, as specified from time to time by the Trust; assisting in
processing purchase and redemption transactions; arranging for the wiring of
funds; transmitting and receiving funds in connection with customer orders to
purchase and redeem Shares; verifying and guaranteeing shareholder signatures
<PAGE>
in connection with redemption orders and transfers and changes in
shareholder-designated accounts; furnishing periodic statements showing
customer account balances, and to the extent practicable, integrating such
information with other client transactions effected with or through the
Shareholder Servicing Agent; furnishing monthly and annual statements and
confirmations of purchases and redemptions of Shares in a customer's account;
transmitting proxy statements, annual reports, updating prospectuses,
statements of additional information and other communications from the Trust to
holders of Shares; and providing such other related services as the Trust or a
shareholder may request. Each Shareholder Servicing Agreement shall provide
that the Shareholder Servicing Agent shall provide all personnel and facilities
necessary in order for it to perform the functions described in the applicable
Shareholder Servicing Agreement with respect to its customers who purchase
Shares. As consideration for services performed under the Shareholder Servicing
Agreements, the Trust shall, subject to paragraph 5 hereof, periodically pay to
each Shareholder Servicing Agent such fee from the assets of each such Fund
attributable to the Shares of that Fund as may from time to time be agreed to
by the Trust and such Shareholder Servicing Agent. Each Shareholder Servicing
Agent will be permitted to charge its customers direct fees for the same or
similar services as provided pursuant to a Shareholder Servicing Agreement.
5. Notwithstanding paragraphs 3 and 4 hereof, the aggregate of the fee
payable from the assets of each Fund attributable to Shares of that Fund to the
Administrator pursuant to the Administrative Services Agreement, the fees
payable from the assets of each Fund attributable to Shares of that Fund to the
Shareholder Servicing Agents pursuant to the Shareholder Servicing Agreements
and the Basic Distribution Fees (as defined in the Trust's Distribution Plan
with respect to the Shares of each Fund (the "Distribution Plan")) payable from
the assets of each Fund attributable to Shares of that Fund to the Distributor
pursuant to the Distribution Plan may not exceed an amount equal to 0.45% of
the Fund's average daily net assets attributable to the Shares of that Fund on
an annualized basis for the Fund's then current fiscal year.
6. Nothing herein contained shall be deemed to require the Trust to take
any action contrary to its Declaration of Trust or By-Laws or any applicable
statutory or regulatory requirement to which it is subject or by which it is
bound, or to relieve or deprive the Board of Trustees of the Trust of the
responsibility for and control of the conduct of the affairs of the Trust.
<PAGE>
7. This Plan shall become effective as to Shares of any Fund upon (a)
approval by a vote of at least a "majority of the outstanding voting
securities" of the Shares of that Fund, and (b) approval by a vote of the Board
of Trustees of the Trust and vote of a majority of the Trustees who are not
"interested persons" of the Trust and who have no direct or indirect financial
interest in the operation of the Plan or in any of the agreements related to
the Plan (the "Qualified Trustees"), such votes to be cast in person at a
meeting called for the purpose of voting on this Plan.
8. This Plan shall continue in effect indefinitely, provided that such
continuance is subject to annual approval by a vote of the Board of Trustees of
the Trust and a majority of the Qualified Trustees, such votes to be cast in
person at a meeting called for the purpose of voting on continuance of this
Plan. If such annual approval is not obtained, this Plan shall expire on the
date which is 15 months after the date of the last approval.
9. This Plan may be amended at any time by the Board of Trustees of the
Trust, provided that (a) any amendment to increase materially the amount to be
expended from the assets attributable to the Shares of any Fund for the
services described herein shall be effective only upon approval by a vote of a
"majority of the outstanding voting securities" of the Shares of that Fund, and
(b) any material amendment of this Plan shall be effective only upon approval
by a vote of the Board of Trustees of the Trust and a majority of the Qualified
Trustees, such votes to be cast in person at a meeting called for the purpose
of voting on such amendment. This Plan may be terminated at any time with
respect to the Shares of any Fund by vote of a majority of the Qualified
Trustees or by a vote of a "majority of the outstanding voting securities" of
the Shares of that Fund.
10. The Treasurer of the Trust shall provide the Board of Trustees of the
Trust, and the Board of Trustees of the Trust shall review, at least quarterly,
a written report of the amounts expended under the Plan and the purposes for
which such expenditures were made.
11. While this Plan is in effect, the selection and nomination of
Qualified Trustees shall be committed to the discretion of the Trustees who are
not "interested persons" of the Trust.
12. For the purposes of this Plan, the terms "interested person" and
"majority of the outstanding voting securities" are used as defined in the 1940
Act. In addition, for purposes of determining the fees payable to the
Administrator and each Shareholder Servicing Agent, the value of a Fund's net
<PAGE>
assets attributable to the Shares of that Fund shall be computed in the manner
specified in the Trust's then-current prospectus and statement of additional
information applicable to the Fund for the computation of the net asset value
of Shares of that Fund.
13. The Fund shall preserve copies of this Plan, and each agreement
related hereto and each report referred to in paragraph 10 hereof (collectively
the "Records"), for a period of six years from the end of the fiscal year in
which such Record was made and each such Record shall be kept in an easily
accessible place for the first two years of said record-keeping.
14. This Plan shall be construed in accordance with
the laws of the Commonwealth of Massachusetts and the
applicable provisions of the 1940 Act.
15. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan shall not
be affected thereby.
Exhibit 9(d)(i)
FORM OF AMENDMENT TO
SHAREHOLDER SERVICING AGREEMENT
Agreement, dated as of ____________, by and among (i) each of the trusts
listed on the signature page hereof, and each trust which may hereafter become
a party to the Shareholder Servicing Agreement referred to below, and (ii) each
financial institution listed on the signature page hereof, and each financial
institution which may hereafter become a party to the Shareholder Servicing
Agreement.
Reference is made to the Shareholder Servicing Agreement dated as of
___________, by and among _________ and _________. From and after the date of
this Agreement, the term "Shares" in the Shareholder Servicing Agreement, when
used with respect to Landmark Institutional Liquid Reserves, a series of
Landmark Institutional Trust, shall include only Class A shares of that series.
Except as expressly amended hereby, the Shareholder Servicing Agreement remains
unchanged and is in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
Trusts: Financial Institutions:
- ------------------- -----------------------------
- ------------------- -----------------------------
- ------------------- -----------------------------
- ------------------- -----------------------------
Exhibit 11
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 5 to Registration Statement No. 33-49552 of Landmark
Institutional Trust of our reports each dated October 9, 1995 appearing in the
annual report to shareholders for the year ended August 31, 1995 of Landmark
Institutional U.S. Treasury Reserves (a series of Landmark Institutional Trust)
and U.S. Treasury Reserves Portfolio, and to the reference to us under the
heading "Independent Accountants and Financial Statements" in the Statement of
Additional Information, which is part of such Registration Statement.
Deloitte & Touche LLP
Boston, Massachusetts
June 14, 1996
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectuses
and Statement of Additional Information constituting parts of this
Post-Effective Amendment No. 5 to the registration statement on Form N-1A (the
"Registration Statement") of Landmark Institutional Trust of our report dated
October 5, 1995, relating to the financial statements and financial highlights
of Landmark Institutional Liquid Reserves appearing in the August 31, 1995
Annual Report of Landmark Institutional Liquid Reserves, which are also
incorporated by reference into the Registration Statement. We also consent to
the references to us under the heading "General Information - Counsel and
Independent Auditors" in the Prospectuses and under the heading "Independent
Accountants and Financial Statements" in the Statement of Additional
Information.
Price Waterhouse LLP
Price Waterhouse LLP
Boston, Massachusetts
June 14, 1996
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Statement of
Additional Information constituting part of this Post-Effective Amendment No. 5
to the registration statement on Form N-1A (the "Registration Statement") of
Landmark Institutional Trust of our report dated October 5, 1995, relating to
the August 31, 1995 financial statements and financial highlights of the Cash
Reserves Portfolio appearing in the August 31, 1995 Annual Report of Landmark
Institutional Liquid Reserves, which is also incorporated by reference into the
Registration Statement. We also consent to the reference to us under the
heading "Independent Accountants and Financial Statements" in the Statement of
Additional Information.
Price Waterhouse
Chartered Accountants
Toronto, Ontario
June 14, 1996
Exhibit 15(a)
DISTRIBUTION PLAN
DISTRIBUTION PLAN, dated as of July 16, 1992 and amended and restated as
of May 3, 1996, of Landmark Institutional Trust, a Massachusetts business trust
(the "Trust").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is registered under the Investment Company Act of 1940
(collectively with the rules and regulations promulgated thereunder, the "1940
Act"); and
WHEREAS, the Shares of Beneficial Interest (par value $0.00001 per share)
of the Trust have been divided into separate series and may in the future be
divided into additional series (the existing series and any additional series
established in the future, the "Funds"); and
WHEREAS, the Trust intends to distribute the shares of each Fund (but, as
to the Fund named Landmark Institutional Liquid Reserves, only shares
designated Class A Shares) (the "Shares") in accordance with Rule 12b-1 under
the 1940 Act ("Rule 12b-1"), and desires to adopt this Distribution Plan (the
"Plan") as a plan of distribution pursuant to such Rule; and
WHEREAS, the Trust desires to engage The Landmark Funds Broker-Dealer
Services, Inc., a Massachusetts corporation ("LFBDS"), to provide certain
distribution services for the Trust (the "Distributor"); and
WHEREAS, the Trust desires to enter into a distribution agreement (in
such form as may from time to time be approved by the Board of Trustees of the
Trust in the manner specified in Rule 12b-1) with the Distributor, whereby the
Distributor will provide facilities and personnel and render services to the
Trust in connection with the offering and distribution of the Shares (the
"Distribution Agreement"); and
WHEREAS, the Trust recognizes and agrees that the Distributor may retain
the services of any one or more broker-dealers registered as such under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), to act as
dealer of the Shares in connection with the offering of Shares, and the
Distributor may make periodic payments, out of the fee paid to the Distributor,
its profits or any other source available to it, to such broker-dealer for such
services; and
<PAGE>
WHEREAS, the Board of Trustees of the Trust, in considering whether the
Trust should adopt and implement this Plan, has evaluated such information as
it deemed necessary to an informed determination as to whether this Plan should
be adopted and implemented and has considered such pertinent factors as it
deemed necessary to form the basis for a decision to use assets of each Fund
for such purposes, and has determined that there is a reasonable likelihood
that the adoption and implementation of this Plan will benefit the Trust and
each Fund and its shareholders.
NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this
Plan for the Trust as a plan for distribution in accordance with Rule 12b-1, on
the following terms and conditions:
1. As specified in the Distribution Agreement, the Distributor shall
provide facilities, personnel and a program with respect to the
offering and sale of Shares of each Fund to customers of financial
institutions which have entered into shareholder servicing
agreements with the Trust applicable to such Fund. Among other
things, the Distributor shall be responsible for all expenses of
printing (excluding typesetting) and distributing prospectuses, and,
upon request, statements of additional information, to prospective
shareholders of each Fund and providing such other related services
as are reasonably necessary in connection therewith.
2. The Distributor shall bear all distribution-related expenses
described in paragraph 1, including, without limitation, the
compensation of personnel necessary to provide such services and all
costs of travel, office expenses (including rent and overhead),
equipment, printing, delivery and mailing costs.
3. As consideration for all services performed and expenses incurred in
the performance of its obligations under the Distribution Agreement,
the Trust shall pay the Distributor from the assets of each Fund a
distribution fee periodically at an annual rate not to exceed 0.10%
of the average daily net assets of such Fund for its then-current
fiscal year attributable to the Shares of that Fund in anticipation
of, or as reimbursement for, expenses incurred by the Distributor in
connection with the sale of Shares of that Fund.
4. All Shares offered for sale and sold by the Distributor shall be
offered for sale and sold by the Distributor to designated investors
at the price per Share specified and determined as provided in the
<PAGE>
Trust's then-current prospectus (the "Prospectus") relating to the
applicable Fund, including any applicable reductions or eliminations
of sales charges described therein (the "offering price"). The
difference between the offering price and net asset value (which
amount shall not be in excess of that set forth in the Prospectus)
may be retained by the Distributor or all or any part thereof may be
paid by the Distributor to a broker-dealer registered as such under
the Exchange Act in accordance with the Prospectus and this Plan.
5. The Trust understands that an agreement between the Distributor and
any broker-dealer registered as such under the Exchange Act may
provide for a portion (which may be substantially all) of the fees
payable to the Distributor under the Distribution Agreement to be
paid by the Distributor to such broker-dealer in consideration of
such broker-dealer's services as the dealer of the Shares. Nothing
in this Plan shall be construed as requiring the Trust to make any
payment to any such broker-dealer or to have any obligation to such
broker-dealer in connection with its services as dealer. The
Distributor agrees and hereby undertakes that any agreement entered
into between the Distributor and any such broker-dealer shall
provide that such broker-dealer shall look solely to the Distributor
for compensation for its services thereunder and that in no event
shall such broker-dealer seek any payment from the Trust or its
shareholders.
6. The Trust shall pay all fees and expenses of any independent auditor,
legal counsel, administrator, transfer agent, custodian, shareholder
servicing agent, registrar or dividend disbursing agent of the
Trust; expenses of distributing and redeeming Shares and servicing
shareholder accounts; expenses of preparing, printing and mailing
prospectuses and statements of additional information, shareholder
reports, notices, proxy statements and reports to governmental
officers and commissions and to shareholders of the Trust except
that the Distributor shall be responsible for the expenses of
printing (excluding typesetting) and distributing prospectuses and
statements of additional information to prospective shareholders as
provided in paragraphs 1 and 2 hereof; expenses connected with the
execution, recording and settlement of portfolio security
transactions; insurance premiums; expenses of calculating the net
<PAGE>
asset value of Shares; expenses of shareholder meetings; and
expenses relating to the issuance, registration and qualification of
Shares.
7. Nothing herein contained shall be deemed to require the Trust to
take any action contrary to its Declaration of Trust or By-Laws or
any applicable statutory or regulatory requirement to which it is
subject or by which it is bound, or to relieve or deprive the Board
of Trustees of the responsibility for and control of the conduct of
the affairs of the Trust.
8. This Plan shall become effective as to any Fund upon (a) approval by
a vote of at least a "majority of the outstanding voting securities"
of the Shares of that Fund, and (b) approval by a vote of the Board
of Trustees and vote of a majority of the Trustees who are not
"interested persons" of the Trust and who have no direct or indirect
financial interest in the operation of the Plan or in any agreement
related to the Plan (the "Qualified Trustees"), such votes to be
cast in person at a meeting called for the purpose of voting on this
Plan.
9. This Plan shall continue in effect indefinitely; provided, however,
that such continuance is subject to annual approval by a vote of the
Board of Trustees of the Trust and a majority of the Qualified
Trustees, such votes to be cast in person at a meeting called for
the purpose of voting on continuance of this Plan. If such annual
approval is not obtained, this Plan shall expire on the date which
is 15 months after the date of the last approval.
10. This Plan may be amended at any time by the Board of Trustees of the
Trust, provided that (a) any amendment to increase materially the
amount to be expended from the assets of any Fund attributable to
the Shares for the services described herein shall be effective only
upon approval by a vote of a "majority of the outstanding voting
securities" of the Shares of such Fund, and (b) any material
amendment of this Plan shall be effective only upon approval by a
vote of the Board of Trustees of the Trust and a majority of the
Qualified Trustees, such votes to be cast in person at a meeting
called for the purposes of voting on such amendment. This Plan may
be terminated at any time with respect to any Fund by vote of a
<PAGE>
majority of the Qualified Trustees or by a vote of a "majority of
the outstanding voting securities" of the Shares of such Fund.
11. The Trust and the Distributor each shall provide the Board of
Trustees of the Trust, and the Board of Trustees of the Trust shall
review, at least quarterly, a written report of the amounts expended
under the Plan and the purposes for which such expenditures were
made.
12. While this Plan is in effect, the selection and nomination of
Qualified Trustees shall be committed to the discretion of the
Trustees who are not "interested persons" of the Trust.
13. For the purposes of this Plan, the terms "interested persons" and
"majority of the outstanding voting securities" are used as defined
in the 1940 Act. In addition, for purposes of determining the fees
payable to the Distributor, the value of the net assets of any Fund
shall be computed in the manner specified in the Trust's
then-current prospectus and statement of additional information
applicable to that Fund for computation of the net asset value
applicable to the Shares of that Fund.
14. The Trust shall preserve copies of this Plan, and each agreement
related hereto and each report referred to in paragraph 11 hereof
(collectively, the "Records") for a period of six years from the end
of the fiscal year in which such Record was made and each such
Record shall be kept in an easily accessible place for the first two
years of said record-keeping.
15. This Plan shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and the applicable provisions of the
1940 Act.
16. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the
Plan shall not be affected thereby.
Exhibit 15(b)
SERVICE PLAN
SERVICE PLAN, dated as of May 3, 1996, of Landmark Institutional Trust, a
Massachusetts business trust (the "Trust"), with respect to shares of
beneficial interest of its series, Landmark Institutional Liquid Reserves (the
"Fund"), designated as Class C shares of the Fund ("Shares").
WHEREAS, the Trust engages in business as an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (the "1940 Act");
WHEREAS, the Trust's shares of beneficial interest are divided into
separate series representing interests in separate funds of securities and
other assets, with one of such series being the Fund;
WHEREAS, the Trust intends to distribute Shares in accordance with Rule
12b-1 under the 1940 Act, and wishes to adopt this Plan as a plan of
distribution pursuant to Rule 12b-1;
WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are
not interested persons of the Trust (as defined in the 1940 Act) and who have
no direct or indirect financial interest in the operation of this Plan or in
any agreement relating hereto (the "Non-Interested Trustees"), having
determined, in the exercise of reasonable business judgment and in light of
their fiduciary duties under state law and under Section 36(a) and (b) of the
1940 Act, that there is a reasonable likelihood that this Plan will benefit the
Trust and the holders of Shares, have approved this Plan by votes cast at a
meeting called for the purpose of voting hereon and on any agreements related
hereto;
NOW, THEREFORE, the Trust hereby adopts this Plan for the Fund as a plan
of distribution in accordance with Rule 12b-1 under the 1940 Act, with the
terms of the Plan being as follows:
1. Distribution and Servicing Activities. Subject to the supervision of
the Trustees of the Trust, the Trust may:
(a) engage, directly or indirectly, in any activities primarily
intended to result in the sale of Shares, which activities may include,
but are not limited to (i) payments to the Trust's Distributor for
distribution services, (ii) payments to securities dealers, financial
<PAGE>
institutions (which may include banks) and others in respect of the sale
of Shares, (iii) payments for advertising, marketing or other promotional
activity, and (iv) payments for preparation, printing, and distribution
of prospectuses and statements of additional information and reports of
the Trust with respect to the Fund for recipients other than regulators
and existing shareholders of the Trust; and
(b) make payments, directly or indirectly, to the Trust's
Distributor, securities dealers, financial institutions (which may
include banks) and others for providing personal service and/or the
maintenance of accounts of holders of Shares.
The Trust is authorized to engage in the activities listed above either
directly or through other persons with which the Trust has entered into
agreements related to this Plan.
2. Maximum Expenditures. The expenditures to be made by the Trust
pursuant to this Plan and the basis upon which payment of such expenditures
will be made shall be determined by the Trustees of the Trust, but in no event
may such expenditures exceed an amount calculated at the rate of 0.10% per
annum of the average daily net assets of the Fund attributable to Shares.
Payments pursuant to this Plan may be made directly by the Trust or to other
persons with which the Trust has entered into agreements related to this Plan.
For purposes of determining the fees payable under this Plan, the value of the
Fund's average daily net assets attributable to Shares shall be computed in the
manner specified in the Fund's then-current prospectus and statement of
additional information.
3. Trust's Expenses. The Trust shall pay all expenses of its operations,
including the following, and such expenses shall not constitute expenditures
under this Plan: compensation of Trustees who are not "interested persons" of
the Trust; governmental fees; interest charges; loan commitment fees; taxes;
membership dues in industry associations allocable to the Trust; fees and
expenses of independent auditors, legal counsel and any transfer agent,
distributor, shareholder servicing agent, registrar or dividend disbursing
agent of the Trust; expenses of issuing and redeeming shares of beneficial
interest and servicing shareholder accounts; expenses of preparing,
typesetting, printing and mailing prospectuses, statements of additional
information, shareholder reports, notices, proxy statements and reports to
governmental officers and commissions and to existing shareholders of the Fund;
expenses connected with the execution, recording and settlement of security
transactions; insurance premiums; fees and expenses of the custodian for all
<PAGE>
services to the Fund, including safekeeping of funds and securities and
maintaining required books and accounts; expenses of calculating the net asset
value of the Fund (including but not limited to the fees of independent pricing
services); expenses of meetings of shareholders; expenses relating to the
issuance, registration and qualification of shares; and such non-recurring or
extraordinary expenses as may arise, including those relating to actions, suits
or proceedings to which the Trust may be a party and the legal obligation which
the Trust may have to indemnify its Trustees and officers with respect thereto.
4. Term and Termination. (a) This Plan shall become effective as to the
Fund upon (i) approval by a vote of at least a majority of the outstanding
voting securities (as defined in the 1940 Act) of Shares of the Fund, and (ii)
approval by a majority of the Trustees of the Trust and a majority of the
Non-Interested Trustees cast in person at a meeting called for the purpose of
voting on this Plan. Unless terminated as herein provided, this Plan shall
continue in effect for one year from the date hereof and shall continue in
effect for successive periods of one year thereafter, but only so long as each
such continuance is specifically approved by votes of a majority of both the
Trustees of the Trust and the Non-Interested Trustees, cast in person at a
meeting called for the purpose of voting on such approval.
(b) This Plan may be terminated at any time with respect to the Shares of
the Fund by a vote of a majority of the Non-Interested Trustees or by a vote of
a majority of the outstanding voting securities, as defined in the 1940 Act, of
Shares of the Fund.
5. Amendments. This Plan may not be amended to increase materially the
maximum expenditures permitted by Section 2 hereof unless such amendment is
approved by a vote of the majority of the outstanding voting securities, as
defined in the 1940 Act, of Shares of the Fund, and no material amendment to
this Plan shall be made unless approved in the manner provided for annual
renewal of this Plan in Section 4(a) hereof.
6. Selection and Nomination of Trustees. While this Plan is in effect,
the selection and nomination of the Non-Interested Trustees of the Trust shall
be committed to the discretion of such Non-Interested Trustees.
7. Quarterly Reports. The Treasurer of the Trust shall provide to the
Trustees of the Trust and the Trustees shall review quarterly a written report
<PAGE>
of the amounts expended pursuant to this Plan and any related agreement and the
purposes for which such expenditures were made.
8. Recordkeeping. The Trust shall preserve copies of this Plan and any
related agreement and all reports made pursuant to Section 7 hereof, for a
period of not less than six years from the date of this Plan. Any such related
agreement or such reports for the first two years will be maintained in an
easily accessible place.
9. Governing Law. This Plan shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts and the
provisions of the 1940 Act.
Exhibit 15(c)
SERVICE PLAN
SERVICE PLAN, dated as of May 3, 1996, of Landmark Institutional Trust, a
Massachusetts business trust (the "Trust"), with respect to shares of
beneficial interest of its series, Landmark Institutional Liquid Reserves (the
"Fund"), designated as Class D shares of the Fund ("Shares").
WHEREAS, the Trust engages in business as an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (the "1940 Act");
WHEREAS, the Trust's shares of beneficial interest are divided into
separate series representing interests in separate funds of securities and
other assets, with one of such series being the Fund;
WHEREAS, the Trust intends to distribute Shares in accordance with Rule
12b-1 under the 1940 Act, and wishes to adopt this Plan as a plan of
distribution pursuant to Rule 12b-1;
WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are
not interested persons of the Trust (as defined in the 1940 Act) and who have
no direct or indirect financial interest in the operation of this Plan or in
any agreement relating hereto (the "Non-Interested Trustees"), having
determined, in the exercise of reasonable business judgment and in light of
their fiduciary duties under state law and under Section 36(a) and (b) of the
1940 Act, that there is a reasonable likelihood that this Plan will benefit the
Trust and the holders of Shares, have approved this Plan by votes cast at a
meeting called for the purpose of voting hereon and on any agreements related
hereto;
NOW, THEREFORE, the Trust hereby adopts this Plan for the Fund as a plan
of distribution in accordance with Rule 12b-1 under the 1940 Act, with the
terms of the Plan being as follows:
1. Distribution and Servicing Activities. Subject to the supervision of
the Trustees of the Trust, the Trust may:
(a) engage, directly or indirectly, in any activities primarily
intended to result in the sale of Shares, which activities may include,
but are not limited to (i) payments to the Trust's Distributor for
distribution services, (ii) payments to securities dealers, financial
<PAGE>
institutions (which may include banks) and others in respect of the sale
of Shares, (iii) payments for advertising, marketing or other promotional
activity, and (iv) payments for preparation, printing, and distribution
of prospectuses and statements of additional information and reports of
the Trust with respect to the Fund for recipients other than regulators
and existing shareholders of the Trust; and
(b) make payments, directly or indirectly, to the Trust's
Distributor, securities dealers, financial institutions (which may
include banks) and others for providing personal service and/or the
maintenance of accounts of holders of Shares.
The Trust is authorized to engage in the activities listed above either
directly or through other persons with which the Trust has entered into
agreements related to this Plan.
2. Maximum Expenditures. The expenditures to be made by the Trust
pursuant to this Plan shall be determined by the Trustees of the Trust, but (a)
in no event may such expenditures for the purposes set forth in Section 1(b)
above exceed an amount calculated at the rate of 0.25% per annum of the average
daily net assets of the Fund attributable to Shares and (b) in no event may
such expenditures for the purposes set forth in Section 1(a) above exceed an
amount calculated at the rate of 0.55% per annum of the average daily net
assets of the Fund attributable to Shares. Payments pursuant to this Plan may
be made directly by the Trust or to other persons with which the Trust has
entered into agreements related to this Plan. For purposes of determining the
fees payable under this Plan, the value of the Fund's average daily net assets
attributable to Shares shall be computed in the manner specified in the Fund's
then-current prospectus and statement of additional information.
3. Trust's Expenses. The Trust shall pay all expenses of its operations,
including the following, and such expenses shall not constitute expenditures
under this Plan: compensation of Trustees who are not "interested persons" of
the Trust; governmental fees; interest charges; loan commitment fees; taxes;
membership dues in industry associations allocable to the Trust; fees and
expenses of independent auditors, legal counsel and any transfer agent,
distributor, shareholder servicing agent, registrar or dividend disbursing
agent of the Trust; expenses of issuing and redeeming shares of beneficial
interest and servicing shareholder accounts; expenses of preparing,
typesetting, printing and mailing prospectuses, statements of additional
information, shareholder reports, notices, proxy statements and reports to
governmental officers and commissions and to existing shareholders of the Fund;
<PAGE>
expenses connected with the execution, recording and settlement of security
transactions; insurance premiums; fees and expenses of the custodian for all
services to the Fund, including safekeeping of funds and securities and
maintaining required books and accounts; expenses of calculating the net asset
value of the Fund (including but not limited to the fees of independent pricing
services); expenses of meetings of shareholders; expenses relating to the
issuance, registration and qualification of shares; and such non-recurring or
extraordinary expenses as may arise, including those relating to actions, suits
or proceedings to which the Trust may be a party and the legal obligation which
the Trust may have to indemnify its Trustees and officers with respect thereto.
4. Term and Termination. (a) This Plan shall become effective as to the
Fund upon (i) approval by a vote of at least a majority of the outstanding
voting securities (as defined in the 1940 Act) of Shares of the Fund, and (ii)
approval by a majority of the Trustees of the Trust and a majority of the
Non-Interested Trustees cast in person at a meeting called for the purpose of
voting on this Plan. Unless terminated as herein provided, this Plan shall
continue in effect for one year from the date hereof and shall continue in
effect for successive periods of one year thereafter, but only so long as each
such continuance is specifically approved by votes of a majority of both the
Trustees of the Trust and the Non-Interested Trustees, cast in person at a
meeting called for the purpose of voting on such approval.
(b) This Plan may be terminated at any time with respect to the Fund by a
vote of a majority of the Non-Interested Trustees or by a vote of a majority of
the outstanding voting securities, as defined in the 1940 Act, of Shares of the
Fund.
5. Amendments. This Plan may not be amended to increase materially the
maximum expenditures permitted by Section 2 hereof unless such amendment is
approved by a vote of the majority of the outstanding voting securities, as
defined in the 1940 Act, of Shares of the Fund, and no material amendment to
this Plan shall be made unless approved in the manner provided for annual
renewal of this Plan in Section 4(a) hereof.
6. Selection and Nomination of Trustees. While this Plan is in effect,
the selection and nomination of the Non-Interested Trustees of the Trust shall
be committed to the discretion of such Non-Interested Trustees.
<PAGE>
7. Quarterly Reports. The Treasurer of the Trust shall provide to the
Trustees of the Trust and the Trustees shall review quarterly a written report
of the amounts expended pursuant to this Plan and any related agreement and the
purposes for which such expenditures were made.
8. Recordkeeping. The Trust shall preserve copies of this Plan and any
related agreement and all reports made pursuant to Section 7 hereof, for a
period of not less than six years from the date of this Plan. Any such related
agreement or such reports for the first two years will be maintained in an
easily accessible place.
9. Governing Law. This Plan shall be governed by and
construed in accordance with the laws of the Commonwealth of
Massachusetts and the provisions of the 1940 Act.
Exhibit 18
LANDMARK INSTITUTIONAL TRUST
MULTIPLE CLASS PLAN
MULTIPLE CLASS PLAN, dated as of May 3, 1996, of Landmark Institutional
Trust, a Massachusetts business trust (the "Trust"), on behalf of its series
Landmark Institutional Liquid Reserves (the "Fund").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is registered under the Investment Company Act of 1940,
as amended (collectively with the rules and regulations promulgated thereunder,
the "1940 Act"); and
WHEREAS, the shares of beneficial interest (par value $0.00001 per share)
of the Trust (the "Shares") are divided into separate series and may be divided
into one or more separate classes;
WHEREAS, the Trust desires to adopt this Multiple Class Plan (the "Plan")
on behalf of the Fund as a plan pursuant to Rule 18f-3 in order that the Fund
may issue multiple classes of Shares;
WHEREAS, the Board of Trustees of the Trust, in considering whether the
Trust should adopt and implement this Plan, has evaluated such information and
considered such pertinent factors as it deemed necessary to an informed
evaluation of this Plan and determination as to whether this Plan should be
adopted and implemented, and has determined that the adoption and
implementation of this Plan, including the expense allocation contemplated
herein, are in the best interests of each class of Shares individually, as well
as the Trust and the Fund;
NOW THEREFORE, the Trust hereby adopts this Plan pursuant to Rule 18f-3
under the 1940 Act, on the following terms and conditions:
1. The Fund may issue Shares in one or more classes (each, a "Class"
and collectively, the "Classes"). Shares so issued will have the
rights and preferences set forth in the Establishment and
Designation of Classes and the Trust's then current registration
statement relating to the Fund.
<PAGE>
2. Shares issued in Classes will be issued subject to and in accordance
with the terms of Rule 18f-3 under the 1940 Act, including, without
limitation:
(a) Each Class shall have a different arrangement for shareholder
services or the distribution of securities or both, and shall
pay all of the expenses of that arrangement;
(b) Each Class may pay a different share of other expenses, not
including advisory or custodial fees or other expenses related
to the management of the Trust's assets, if these expenses are
actually incurred in a different amount by that Class, or if
the Class receives services of a different kind or to a
different degree than other Classes;
(c) Each Class shall have exclusive voting rights on any matter
submitted to shareholders that relates solely to its
arrangement;
(d) Each Class shall have separate voting rights on any matter
submitted to shareholders in which the interests of one Class
differ from the interests of any other Class; and
(e) Except as otherwise permitted under Rule 18f-3 under the 1940
Act, each Class shall have the same rights and obligations of
any other Class.
3. Nothing herein contained shall be deemed to require the Trust to
take any action contrary to its Declaration of Trust or By-Laws or
any applicable statutory or regulatory requirement to which it is
subject or by which it is bound, or to relieve or deprive the Board
of Trustees of the responsibility for and control of the conduct of
the affairs of the Trust.
4. This Plan shall become effective as to the Fund upon approval by a
vote of the Board of Trustees and vote of a majority of the Trustees
who are not "interested persons" of the Trust (the "Qualified
Trustees").
<PAGE>
5. This Plan shall continue in effect indefinitely unless terminated by
a vote of the Board of Trustees of the Trust. This Plan may be
terminated at any time with respect to the Fund by a vote of the
Board of Trustees of the Trust.
6. This Plan may be amended at any time by the Board of Trustees of the
Trust, provided that any material amendment of this Plan shall be
effective only upon approval by a vote of the Board of Trustees of
the Trust and a majority of the Qualified Trustees.
7. This Plan shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and the applicable provisions of the
1940 Act.
8. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the
Plan shall not be affected thereby.
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<CIK> 0000889512
<NAME> LANDMARK INSTITUTIONAL LIQUID RESERVES
<SERIES>
<NUMBER> 001
<NAME> LANDMARK INSTITUTIONAL TRUST
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 1,702,559,294
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<DISTRIBUTIONS-OF-INCOME> (36,720,016)
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<NUMBER-OF-SHARES-SOLD> 7,418,862,384
<NUMBER-OF-SHARES-REDEEMED> (7,223,496,060)
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<ACCUMULATED-NII-PRIOR> 0
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<GROSS-EXPENSE> 3,684,156
<AVERAGE-NET-ASSETS> 1,293,174
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.03
<PER-SHARE-GAIN-APPREC> 0.00
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<EXPENSE-RATIO> 0.20
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