As filed with the Securities and Exchange Commission on March 31, 1998
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. 12*
AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 18
CITIFUNDS INSTITUTIONAL TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
21 MILK STREET, BOSTON, MASSACHUSETTS 02109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 617-423-1679
PHILIP W. COOLIDGE, 21 MILK STREET, BOSTON, MASSACHUSETTS 02109
(NAME AND ADDRESS OF AGENT FOR SERVICE)
COPY TO:
ROGER P. JOSEPH, BINGHAM DANA LLP,
150 FEDERAL STREET,
BOSTON, MASSACHUSETTS 02110
It is proposed that this filing will become effective on April 1, 1998,
pursuant to paragraph (b) of Rule 485.
- --------------------------------------------------------------------------------
* This filing relates only to shares of CitiFunds Institutional Cash Reserves.
<PAGE>
CITIFUNDS INSTITUTIONAL TRUST
(CITIFUNDS INSTITUTIONAL CASH RESERVES)
REGISTRATION STATEMENT ON FORM N-1A
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
N-1A
ITEM NO. N-1A ITEM LOCATION
- -------- --------- --------
PART A PROSPECTUS
- ------ ----------
<S> <C> <C>
Item 1. Cover Page............................................. Cover Page
Item 2. Synopsis............................................... Expense Summary
Item 3. Condensed Financial Information........................ Condensed Financial Information
Item 4. General Description of Registrant...................... Investment Information; General
Information; Appendix
Item 5. Management of the Fund................................. Management; Expenses
Item 5A. Management's Discussion of Fund Performance............ Not Applicable
Item 6. Capital Stock and Other Securities..................... General Information; Voting and Other
Rights; Purchases; Exchanges;
Redemptions; 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 Fund
Item 13. Investment Objectives and Policies..................... Investment Objective, 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
</TABLE>
<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>
EXPLANATORY NOTE
This Post-Effective Amendment (the "Amendment") to the Registrant's
Registration Statement on Form N-1A (the "Registration Statement") is being
filed with respect to CitiFunds Institutional Cash Reserves (the "Fund"), a
series of the Registrant, pursuant to the Registrant's undertaking to file a
post-effective amendment, using financials which need not be certified, within
four to six months following the date the shares of the Fund were sold to the
public or operations otherwise began. The Amendment is being filed to include
(i) a supplement to the Registrant's Prospectus for the Fund containing
unaudited financial statements for the Fund, and (ii) a supplement to the
Registrant's Statement of Additional Information for the Fund containing
unaudited financial statements for the Fund. As a result, the Amendment does not
otherwise affect the Registrant's currently effective Prospectus and Statement
of Additional Information for the Fund, both of which are hereby incorporated
herein by reference as most recently filed pursuant to Rule 497 under the
Securities Act of 1933, as amended.
<PAGE>
SUPPLEMENT DATED APRIL 1, 1998 TO PROSPECTUS DATED SEPTEMBER 30, 1997
CITIFUNDS(sm) INSTITUTIONAL CASH RESERVES
The date of the Prospectus shall now be April 1, 1998.
The following new section should precede the "Investment Information" section on
page 4 of the Prospectus:
CONDENSED FINANCIAL INFORMATION
The following table provides condensed financial information about the Fund for
the period indicated. The information below should be read in conjunction with
the unaudited financial statements of the Fund, which accompany the Statement of
Additional Information.
CITIFUNDS INSTITUTIONAL CASH RESERVES
FINANCIAL HIGHLIGHTS (UNAUDITED)
For the Period
October 17, 1997
(Commencement of Operations)
to February 28, 1998
- --------------------------------------------------------------------------------
Net Asset Value, beginning of period $1.00000
Net investment income 0.02011
Less dividends from net investment income (0.02011)
- --------------------------------------------------------------------------------
Net Asset Value, end of period $1.00000
- --------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net Assets, end of period (000's omitted) $435,977
Ratio of expenses to average net assets* 0.25%
Ratio of net investment income to average net assets 5.67%
Total return 2.03%**
Note: If agents of the Fund had not voluntarily
waived all or a portion of their fees from the
Fund for the period indicated and the expenses
were not reduced for the fees paid indirectly the
ratios and net investment income per share would
have been as follows:
Net investment income per share $0.01979
RATIOS:
Expenses to average net assets 0.42%*
Net investment income to average net assets 5.50%*
- --------------------------------------------------------------------------------
* Annualized
** Not annualized
See notes to financial statements
<PAGE>
SUPPLEMENT DATED APRIL 1, 1998 TO STATEMENT OF ADDITIONAL INFORMATION
DATED SEPTEMBER 30, 1997
CITIFUNDS(sm) INSTITUTIONAL CASH RESERVES
The date of the Statement of Additional Information shall now be April 1, 1998.
The second paragraph of the "Independent Accountants and Financial Statements"
section on page 12 of the Statement of Additional Information is hereby amended
in its entirety to read as follows:
The unaudited financial statements of the Fund (Portfolio of
Investments at February 28, 1998, Statement of Assets and Liabilities at
February 28, 1998, Statement of Operations for the period from October 17, 1997
(commencement of operations) to February 28, 1998, Statement of Changes in Net
Assets for the period from October 17, 1997 (commencement of operations) to
February 28, 1998 and Financial Highlights for the period from October 17, 1997
(commencement of operations) to February 28, 1998) accompany this Statement of
Additional Information.
<PAGE>
CITIFUNDS INSTITUTIONAL CASH RESERVES
PORTFOLIO OF INVESTMENTS
(Unaudited) FEBRUARY 28, 1998
PRINCIPAL
AMOUNT
ISSUER (000'S OMITTED) VALUE
- --------------------------------------------------------------------------------
CERTIFICATES OF DEPOSIT (YANKEE) -- 15.6%
- --------------------------------------------------------------------------------
Bank of Nova Scotia
5.79% due 3/16/98 $10,000 $10,000,000
Bank of Tokyo Mitsubishi
6.00% due 5/18/98 12,000 12,000,000
CIBC
5.52% due 6/01/98 11,000 11,000,000
Commerzbank AG
5.52% due 6/17/98 12,000 12,000,000
Deutsche Bank AG
5.50% due 4/15/98 9,000 9,000,000
Societe Generale Bank
5.75% due 3/31/98 9,000 9,000,000
Swiss Bank
6.02% due 6/12/98 5,000 5,003,736
----------
68,003,736
----------
COMMERCIAL PAPER -- 29.6%
- --------------------------------------------------------------------------------
Associates Corp.
of North America
5.70% due 3/31/98 8,000 7,963,267
Bankers Trust N.Y
5.38% due 6/26/98 10,000 9,826,644
Barton Capital Corp.
5.50% due 4/20/98 5,575 5,533,265
Bear Steams Inc.
5.50% due 5/29/98 12,000 11,838,667
E I du Pont de
Nemours & Co.
5.55% due 3/06/98 10,000 9,993,833
Edison Asset
Securitization
5.50% due 4/14/98 10,097 10,030,668
General Electric
Capital Corp.
5.45% due 6/01/98 12,000 11,834,683
Goldman Sachs
Group L.P.
5.45% due 5/15/98 10,000 9,887,972
Grand Metropolitan
Capital Corp.
5.61% due 4/15/98 5,000 4,965,717
Merrill Lynch &
Co. Inc.
5.48% due 6/30/98 12,000 11,780,800
Pooled Accounts
Receivable Capital
Corp
5.53% due 3/16/98 2,294 2,289,067
5.47% due 3/18/98 9,188 9,165,663
Twin Towers Inc.
5.53% due 3/16/98 12,000 11,974,193
Zeneca Wilmington Co.
5.43% due 4/14/98 12,000 11,922,170
-----------
129,006,609
-----------
<PAGE>
DISCOUNT NOTE U.S. AGENCY -- 20.7%
- --------------------------------------------------------------------------------
Student Loan Marketing
Association
5.59% due 3/02/98 90,000 90,000,000
-----------
FLOATING RATE NOTES -- 10.8%
- --------------------------------------------------------------------------------
Morgan Guaranty
Trust Co.
5.77% due 3/23/98 9,000 9,000,052
Steers
5.625% due 11/10/98 10,000 9,998,654
Strategic Money
Market Trust
5.625% due 3/05/99 12,000 12,000,000
Strats Trust
5.639% due 12/15/98 10,000 10,000,000
Triangle Funding Ltd.
5.592% due 11/16/98 6,000 6,000,000
-----------
46,998,706
-----------
TIME DEPOSIT -- 12.0%
- --------------------------------------------------------------------------------
Chase Manhattan Bank
5.44% due 3/02/98 21,000 21,000,000
Svenska Handelsbanken
Grand Cayman
5.406% due 3/02/98 16,491 16,491,000
Westdeutsche Landesbank
5.44% due 3/02/98 15,000 15,000,000
-----------
52,491,000
-----------
<PAGE>
CITIFUNDS INSTITUTIONAL CASH RESERVES
PORTFOLIO OF INVESTMENTS
(Unaudited) FEBRUARY 28, 1998
PRINCIPAL
AMOUNT
ISSUER (000'S OMITTED) VALUE
- --------------------------------------------------------------------------------
UNITED STATES
GOVERNMENT AGENCY -- 8.0%
- --------------------------------------------------------------------------------
Federal Home Loan
Mortgage Discount
Notes
5.61% due 3/02/98 $35,000 $ 35,000,000
-------------
REPURCHASE AGREEMENTS -- 3.4%
- --------------------------------------------------------------------------------
CIBC/Wood Gundy
Repurchase Agreement
5.62% ue 3/02/98
(collateralized by $7,996,000
U.S. Treasury Bond
8.125% due 5/15/21,
valued at $10,094,950
and $5,000,000
U.S. Treasury Bond
6.25% due 8/15/23,
valued at $5,157,813) 15,000,000
-------------
ISSUER VALUE
- --------------------------------------------------------------------------------
Total Investments at
Amortized Cost 100.1% $436,500,051
Other Assets,
Less Liabilities (0.1) (523,087)
-------------
Net Assets 100.0% $435,976,964
=============
See notes to financial statements
<PAGE>
CITIFUNDS INSTITUTIONAL CASH RESERVES
STATEMENT OF ASSETS AND LIABILITIES
FOR THE PERIOD FEBRUARY 28, 1998 (Unaudited)
================================================================================
ASSETS:
Investment, at amortized cost (Note 1A) $436,500,051
Cash 647
Interest receivable 860,149
- --------------------------------------------------------------------------------
Total assets 437,360,847
- --------------------------------------------------------------------------------
LIABILITIES:
Dividends payable 1,196,227
Payable to affiliate:
Management fees (Note 3) 31,317
Accrued expenses and other liabilities 156,339
- --------------------------------------------------------------------------------
Total liabilities 1,383,883
- --------------------------------------------------------------------------------
NET ASSETS for 435,976,964 shares of beneficial
interest outstanding $435,976,964
- --------------------------------------------------------------------------------
NET ASSETS CONSIST OF:
Paid-in capital $435,976,964
- --------------------------------------------------------------------------------
NET ASSET VALUE, OFFERING PRICE, AND REDEMPTION PRICE PER SHARE $1.00
- --------------------------------------------------------------------------------
CITIFUNDS INSTITUTIONAL CASH RESERVES
STATEMENT OF OPERATIONS
FOR THE PERIOD OCTOBER 17, 1997* TO FEBRUARY 28, 1998 (Unaudited)
================================================================================
INVESTMENT INCOME (Note 1B) $5,021,112
EXPENSES:
Management fees (Note 3) $127,046
Registration fees 88,709
Custodian fees 55,746
Distribution fees (Note 4) 42,349
Auditing fees 11,364
Shareholder reports 9,998
Legal fees 6,800
Transfer agent fees 5,500
Trustee fees 3,107
Miscellaneous 7,886
- --------------------------------------------------------------------------------
Total expenses 358,505
- --------------------------------------------------------------------------------
Less aggregate amount waived by the Manager
and Distributor (Notes 3 and 4) (138,077)
Less fees paid indirectly (Note 1E) (9)
- --------------------------------------------------------------------------------
Net expenses 220,419
- --------------------------------------------------------------------------------
Net investment income $4,800,693
- --------------------------------------------------------------------------------
* Commencement of operations
See notes to financial statements
<PAGE>
CITIFUNDS INSTITUTIONAL CASH RESERVES
STATEMENT OF CHANGES IN NET ASSETS
PERIOD
OCTOBER 17, 1997*
TO
FEBRUARY 28, 1998
(Unaudited)
- --------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income, declared as dividends to
shareholders (Note 2) $ 4,800,693
- --------------------------------------------------------------------------------
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST AT
NET ASSETS VALUE OF $1.00 PER SHARE (Note 5):
Net proceeds from sale of shares 1,277,821,048
Cost of shares repurchased (841,844,084)
- --------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS 435,976,964
NET ASSETS:
Beginning of period --
- --------------------------------------------------------------------------------
End of period $ 435,976,964
- --------------------------------------------------------------------------------
CITIFUNDS INSTITUTIONAL CASH RESERVES
FINANCIAL HIGHLIGHTS
PERIOD
OCTOBER 17, 1997***
TO
FEBRUARY 28, 1998
(Unaudited)
================================================================================
Net Asset Value, beginning of period $1.00000
Net investment income 0.02011
Less dividends from net investment income (0.02011)
- --------------------------------------------------------------------------------
Net Asset Value, end of period $1.00000
- --------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net Assets, end of period (000's omitted) $435,977
Ratio of expenses to average net assets 0.25%*
Ratio of net investment income to average net assets 5.67%*
Total return 2.03%**
Note: If agents of the Fund had not voluntarily waived all or a portion of their
fees from the Fund for the period indicated and the expenses were not reduced
for the fees paid indirectly the ratios and net investment income per share
would have been as follows:
Net investment income per share $0.01979
RATIOS:
Expenses to average net assets 0.42%*
Net investment income to average net assets 5.50%*
*Annualized
**Not annualized
***Commencement of operations
See notes to financial statements
<PAGE>
CITIFUNDS INSTITUTIONAL CASH RESERVES
NOTES TO FINANCIAL STATEMENTS (Unaudited)
1. SIGNIFICANT ACCOUNTING POLICIES CitiFunds Institutional Cash Reserves (the
"Fund") is a separate non-diversified series of CitiFunds Institutional Trust
(the "Trust"), which is organized as a Massachusetts business trust and is
registered under the Investment Company Act of 1940, as amended, as an open-end,
management investment company. The Investment Manager of the Fund is Citibank,
N.A. ("Citibank"). CFBDS, Inc. ("CFBDS") acts as the Fund's Sub-Administrator
and Distributor.
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts and disclosures in the financial statements. Actual
results could differ from those estimates.
The significant accounting policies consistently followed by the Fund are in
conformity with generally accepted accounting principles and are as follows:
A. VALUATION OF INVESTMENTS Money market instruments are valued at amortized
cost, which the Trustees have determined in good faith constitutes fair value.
This method involves valuing a Fund security at its cost and thereafter assuming
a constant amortization to maturity of any discount or premium. The Fund's use
of amortized cost is subject to the Fund's compliance with certain conditions as
specified under Rule 2a-7 of the Investment Company Act of 1940.
B. INTEREST INCOME AND EXPENSES Interest income consists of interest accrued
and discount earned (including both original issue and market discount) on the
investments of the Fund, accrued ratably to the date of maturity, plus or minus
net realized gain or loss, if any, on investments. Expenses of the Fund are
accrued daily.
C. FEDERAL TAXES The Fund's policy is to comply with the provisions of the
Internal Revenue Code available to regulated investment companies and to
distribute to shareholders all of its net investment income. Accordingly, no
provision for federal income or excise tax is necessary.
D. EXPENSES The Fund bears all costs of its operations other than expenses
specifically assumed by Citibank and CFBDS. Expenses incurred by the Trust with
respect to any two or more Funds in a series are allocated in proportion to the
average net assets of each fund, except when allocations of direct expenses to
each fund can otherwise be made fairly. Expenses directly attributable to a fund
are charged to that fund.
E. FEES PAID INDIRECTLY The Fund's custodian bank calculates its fees based
on the Fund's average daily net assets. The fee is reduced according to a fee
arrangement, which provides for custody fees to be reduced based on a formula
developed to measure the value of cash deposited with the custodian by the Fund.
This amount is shown as a reduction of expenses on the Statement of Operations.
F. REPURCHASE AGREEMENTS It is the policy of the Fund to require the
custodian bank to take possession, to have legally segregated in the Federal
Reserve Book Entry System or to have segregated within the custodian bank's
vault, all securi-
<PAGE>
CITIFUNDS INSTITUTIONAL CASH RESERVES
NOTES TO FINANCIAL STATEMENTS (Unaudited)
ties held as collateral in support of repurchase agreement investments.
Additionally, procedures have been established by the Fund to monitor, on a
daily basis, the market value of the repurchase agreement's underlying
investments to ensure the existence of a proper level of collateral.
G. OTHER -- Purchases, and maturities and sales of money market instruments
are accounted for on the date of the transaction.
2. DIVIDENDS The net income of the Fund is determined once daily, as of 4:00 pm,
Eastern standard time, and all of the net income of the Fund so determined is
declared as a dividend to shareholders of record at the time of such
determination. Dividends are distributed in the form of additional shares of the
Fund or, at the election of the shareholder, in cash on or prior to the last
business day of the month.
3. MANAGEMENT FEES Citibank is responsible for overall management of the Funds'
business affairs, and has a separate Management Agreement with each of the
Funds. Citibank also provides certain administrative services to the Funds.
These administrative services include providing general office facilities and
supervising the overall administration of the Funds. CFBDS acts as
Sub-Administrator and performs such duties and receives such compensation from
Citibank as from time to time is agreed to by Citibank and CFBDS.
The management fees paid to Citibank, as compensation for overall investment
management services amounted to $127,046, of which $95,728 was voluntarily
waived for the period ended February 28, 1998. The management fees are computed
at an annual rate of 0.20% of the Fund's average daily net assets.
4. DISTRIBUTION FEES The Fund has adopted a Service Plan pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended, in which the Fund pays
fees for distribution, sales marketing and shareholder services at an annual
rate not to exceed 0.10% of the Fund's average daily net assets. The
Distribution fee amounted to $42,349 all of which was voluntarily waived for the
period ended February 28, 1998.
5. SHARES OF BENEFICIAL INTEREST The Declaration of Trust permits the Trustees
to issue an unlimited number of full and fractional Shares of Beneficial
Interest (without par value).
6. INVESTMENT TRANSACTIONS Purchases, and maturities and sales of money market
instruments aggregated $4,486,974,203 and $4,050,474,151, respectively, for the
period ended February 28, 1998.
<PAGE>
CITIFUNDS INSTITUTIONAL CASH RESERVES
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
7. FEDERAL INCOME TAX BASIS OF INVESTMENT SECURITIES The cost of investment
securities owned at February 28, 1998, for federal income tax purposes, amounted
to $436,500,051.
8. LINE OF CREDIT The Fund, along with other CitiFunds, entered into an
agreement with a bank which allows the Funds collectively to borrow up to $60
million for temporary or emergency purposes. Interest on borrowings, if any, is
charged to the specific fund executing the borrowing at the base rate of the
bank. The line of credit requires a quarterly payment of a commitment fee based
on the average daily unused portion of the line of credit. For the period ended
February 28, 1998, the commitment fee allocated to the Fund was $211. Since the
line of credit was established, there have been no borrowings.
<PAGE>
PART C
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
- -------- ----------------------------------
(a) FINANCIAL STATEMENTS INCLUDED IN PART A:
Condensed Financial Information - Financial Highlights of CitiFunds
Institutional Cash Reserves (for the period from October 17, 1997
(commencement of operations) to February 28, 1998).
FINANCIAL STATEMENTS INCLUDED IN PART B:
CitiFunds Institutional Cash Reserves
Portfolio of Investments at February 28, 1998
Statement of Assets and Liabilities at February 28, 1998
Statement of Operations for the period from October 17, 1997
(commencement of operations) to February 28, 1998
Statement of Changes in Net Assets for the period from October
17, 1997 (commencement of operations) to February 28, 1998
Financial Highlights for the period from October 17, 1997
(commencement of operations) to February 28, 1998
(b) Exhibits
* 1(a) Declaration of Trust of the Registrant
*, **, *** 1(b) Amendments to Declaration of Trust of the
Registrant
and filed
herewith
* 2(a) Amended and Restated By-Laws of the
Registrant
* and *** 2(b) Amendments to Amended and Restated By-Laws
of the Registrant
**** 4 Form of Certificate representing ownership
of a share of beneficial interest of
the Registrant
*** 5 Management Agreement between the Registrant,
with respect to CitiFunds
Institutional Cash Reserves (the "Fund"),
and Citibank, N.A., as investment
manager and administrator
*** 6 Distribution Agreement between the
Registrant, with respect to the Fund, and
CFBDS, Inc. (formerly known as The Landmark
Funds Broker-Dealer Services, Inc.)
("CFBDS"), as distributor
* 8 Custodian Contract between the Registrant
and State Street Bank and Trust
Company ("State Street"), as custodian
*** 9(a) Sub-Administrative Services Agreement
between Citibank, N.A. and CFBDS with
respect to the Fund
* 9(b) Transfer Agency and Servicing Agreement
between the Registrant and State
Street, as transfer agent for the Fund
***** 10 Opinion and Consent of Counsel with respect
to the Fund
*** 15 Service Plan of the Registrant with respect
to the Fund
25 Powers of Attorney for the Registrant
27 Financial Data Schedule
- ---------------------
* Incorporated herein by reference to the Registrant's Registration
Statement on Form N-1A (File No. 33-49552) as filed with the
Securities and Exchange Commission on August 28, 1996 and to the
Registrant's Registration Statement on Form N-1A (File No. 33-49554)
as filed with the Securities and Exchange Commission on August 28,
1996
<PAGE>
** Incorporated herein by reference to the Registrant's Registration
Statement on Form N-1A (File No. 33-49552) as filed with the
Securities and Exchange Commission on October 1, 1996 and to the
Registrant's Registration Statement on Form N-1A (File No. 33-49554)
as filed with the Securities and Exchange Commission on October 1,
1996
*** Incorporated herein by reference to the Registrant's Registration
Statement on Form N-1A (File No. 33-49552) as filed with the
Securities and Exchange Commission on September 25, 1997 and to the
Registrant's Registration Statement on Form N-1A (File No. 33-49554)
as filed with the Securities and Exchange Commission on September 25,
1997
**** Information defining the rights of shareholders is contained in the
Registrant's Declaration of Trust, as amended, incorporated herein by
reference
***** Incorporated herein by reference to the Registrant's Registration
Statement on Form N-1A (File No. 33-49552) as filed with the
Securities and Exchange Commission on July 17, 1997 and to the
Registrant's Registration Statement on Form N-1A (File No. 33-49554)
as filed with the Securities and Exchange Commission on July 17, 1997
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
- -------- --------------------------------------------------------------
Not applicable.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
- -------- --------------------------------
TITLE OF CLASS NUMBER OF RECORD HOLDERS
-------------- ------------------------
Shares of Beneficial Interest As of March 12, 1998
($0.00001 par value)
CitiFunds Institutional Cash Reserves 1
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 6 of the Distribution Agreement between the
Registrant and CFBDS, 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
registered bank holding company. Citibank also serves as investment adviser to
the following registered investment companies (or series thereof): Asset
Allocation Portfolios (Large Cap Value Portfolio, Small Cap Value Portfolio,
International Portfolio, Foreign Bond Portfolio, Intermediate Income Portfolio
and Short-Term Portfolio), The Premium Portfolios (Growth & Income Portfolio,
Balanced Portfolio, Large Cap Growth Portfolio, Government Income Portfolio,
International Equity Portfolio, Emerging Asian Markets Equity Portfolio and
Small Cap Growth Portfolio), Tax Free Reserves Portfolio, U.S. Treasury Reserves
C-2
<PAGE>
Portfolio, Cash Reserves Portfolio, CitiFundsSM Multi-State Tax Free Trust
(CitiFundsSM New York Tax Free Reserves, CitiFundsSM Connecticut Tax Free
Reserves and CitiFundsSM California Tax Free Reserves), CitiFundsSM Tax Free
Income Trust (CitiFundsSM National Tax Free Income Portfolio and CitiFundsSM
New York Tax Free Income Portfolio), CitiFundsSM Fixed Income Trust (
CitiFundsSM Intermediate Income Portfolio) and Variable Annuity Portfolios
(CitiSelect(R) VIP Folio 200, CitiSelect(R) VIP Folio 300, CitiSelect(R) VIP
Folio 400, CitiSelect(R) VIP Folio 500 and CitiFundsSM Small Cap Growth VIP
Portfolio). Citibank and its affiliates manage assets in excess of $88 billion
worldwide. The principal place of business of Citibank is located at 399 Park
Avenue, New York, New York 10043.
John S. Reed is the Chairman of the Board and a Director of Citibank.
The following are Vice Chairmen of the Board and Directors of Citibank: Paul J.
Collins and William R. Rhodes. Other Directors of Citibank are D. Wayne
Calloway, former Chairman and Chief Executive Officer, PepsiCo, Inc.; John M.
Deutch, Institute Professor, Massachusetts Institute of Technology; Reuben Mark,
Chairman and Chief Executive Officer, Colgate-Palmolive Company; Richard D.
Parsons, President, Time Warner, Inc.; Rozanne L. Ridgway, Former Assistant
Secretary of State for Europe and Canada; Robert B. Shapiro, Chairman, President
and Chief Executive Officer, Monsanto Company; Frank A. Shrontz, Chairman
Emeritus, The Boeing Company; and Franklin A. Thomas, former President, The Ford
Foundation.
Each of the individuals named above is also a Director of Citicorp. In
addition, the following persons have the affiliations indicated:
D. Wayne Calloway Director, Exxon Corporation
Director, General Electric Company
Retired Chairman and Chief Executive Officer and
Director, PepsiCo, Inc.
Paul J. Collins Director, Kimberly-Clark Corporation
John M. Deutch Director, Ariad Pharmaceuticals, Inc.
Director, CMS Energy
Director, Palomar Medical Technologies, Inc.
Director, Cummins Engine Company, Inc.
Director, Schlumberger, Ltd.
Reuben Mark Director, Chairman and Chief Executive Officer
Colgate-Palmolive Company
Director, New York Stock Exchange
Director, Time Warner, Inc.
Non-Executive Director, Pearson, PLC
Richard D. Parsons Director, Federal National Mortgage Association
Director, Philip Morris Companies Incorporated
Member, Board of Representatives, Time Warner
Entertainment Company, L.P.
Director and President, Time Warner, Inc.
John S. Reed Director, Monsanto Company
Director, Philip Morris Companies
Incorporated
Stockholder, Tampa Tank & Welding, Inc.
William R. Rhodes Director, Private Export Funding
Corporation
C-3
<PAGE>
Rozanne L. Ridgway Director, 3M
Director, Bell Atlantic Corporation
Director, Boeing Company
Director, Emerson Electric Company
Member-International Advisory Board,
New Perspective Fund, Inc.
Director, RJR Nabisco, Inc.
Director, Sara Lee Corporation
Director, Union Carbide Corporation
Robert B. Shapiro Director, Chairman and Chief Executive
Officer, Monsanto Company
Director, Silicon Graphics
Frank A. Shrontz Director, 3M
Director, Baseball of Seattle, Inc.
Director and Chairman Emeritus, Boeing Company
Director, Boise Cascade Corp.
Director, Chevron Corporation
Franklin A. Thomas Director, Aluminum Company of America
Director, Cummins Engine Company, Inc.
Director, Lucent Technologies
Director, PepsiCo, Inc.
ITEM 29. PRINCIPAL UNDERWRITERS.
- -------- -----------------------
(a) CFBDS, the Registrant's Distributor, is also the distributor for
CitiFundsSM International Growth & Income Portfolio, CitiFundsSM International
Equity Portfolio, CitiFundsSM Emerging Asian Markets Equity Portfolio,
CitiFundsSM U.S. Treasury Reserves, CitiFundsSM Cash Reserves, CitiFundsSM
Premium U.S. Treasury Reserves, CitiFundsSM Premium Liquid Reserves, CitiFundsSM
Institutional U.S. Treasury Reserves, CitiFundsSM Institutional Liquid Reserves,
CitiFundsSM Tax Free Reserves, CitiFundsSM Institutional Tax Free Reserves,
CitiFundsSM California Tax Free Reserves, CitiFundsSM Connecticut Tax Free
Reserves, CitiFundsSM New York Tax Free Reserves, CitiFundsSM Balanced
Portfolio, CitiFundsSM Small Cap Value Portfolio, CitiFundsSM Growth & Income
Portfolio, CitiFundsSM Large Cap Growth Portfolio, CitiFundsSM Small Cap Growth
Portfolio, CitiFundsSM National Tax Free Income Portfolio, CitiFundsSM New York
Tax Free Income Portfolio, CitiFundsSM Intermediate Income Portfolio,
CitiFundsSM Short-Term U.S. Government Income Portfolio, CitiSelect(R) VIP Folio
200, CitiSelect(R) VIP Folio 300, CitiSelect(R) VIP Folio 400, CitiSelect(R) VIP
Folio 500, CitiFundsSM Small Cap Growth VIP Portfolio, CitiSelect(R) Folio 200,
CitiSelect(R) Folio 300, CitiSelect(R) Folio 400, and CitiSelect(R) Folio 500.
CFBDS is also the placement agent for Large Cap Value Portfolio, Small Cap Value
Portfolio, International Portfolio, Foreign Bond Portfolio, Intermediate Income
Portfolio, Short-Term Portfolio, Growth & Income Portfolio, Large Cap Growth
Portfolio, Small Cap Growth Portfolio, International Equity Portfolio, Balanced
Portfolio, Government Income Portfolio, Emerging Asian Markets Equity Portfolio,
Tax Free Reserves Portfolio, Cash Reserves Portfolio and U.S.
Treasury Reserves Portfolio.
(b) The information required by this Item 29 with respect to each
director and officer of CFBDS is incorporated by reference to Schedule A of Form
BD filed by CFBDS pursuant to the Securities and Exchange Act of 1934 (File No.
8-32417).
(c) Not applicable.
C-4
<PAGE>
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
- -------- ---------------------------------
The accounts and records of the Registrant are located, in whole or in
part, at the office of the Registrant and the following locations:
NAME ADDRESS
CFBDS, Inc. 21 Milk Street, 5th Floor
(distributor) Boston, MA 02109
State Street Bank and Trust Company 1776 Heritage Drive
(custodian and transfer agent) North Quincy, MA 02171
Citibank, N.A. 153 East 53rd Street
(investment manager and administrator) New York, NY 10043
Item 31. MANAGEMENT SERVICES.
- -------- --------------------
Not applicable.
Item 32. UNDERTAKINGS.
- -------- -------------
(a) Not applicable.
(b) The Registrant hereby undertakes to call a meeting of shareholders
for the purpose of voting upon the question of removal of one or more of the
Trust's Trustees when requested in writing to do so by the holders of at least
10% of the Registrant's outstanding shares, and in connection therewith to
comply with the provisions of Section 16(c) of the Investment Company Act of
1940 relating to shareholder communication.
(c) The Registrant undertakes to furnish to each person to whom a
prospectus of CitiFunds Institutional Cash Reserves is delivered with a copy of
the Fund's latest Annual Report to Shareholders, upon request without charge.
C-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Post-Effective Amendment to this
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to 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 30th day of March, 1998.
CITIFUNDS 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 March 30, 1998.
SIGNATURE TITLE
Philip W. Coolidge President, Principal Executive Officer
-------------------- and Trustee
Philip W. Coolidge
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>
EXHIBIT INDEX
Exhibit
NO.: DESCRIPTION:
------- ------------
1(b) Amendments to Declaration of Trust of the Registrant
25 Powers of Attorney for the Registrant
27 Financial Data Schedule
Exhibit 1(b)
CITIFUNDS INSTITUTIONAL TRUST
AMENDED AND RESTATED
ESTABLISHMENT AND DESIGNATION OF SERIES OF
SHARES OF BENEFICIAL INTEREST (PAR VALUE $0.00001 PER SHARE)
Pursuant to Section 6.9 of the Declaration of Trust, dated as of July
8, 1992, as amended (the "Declaration of Trust"), of CitiFunds Institutional
Trust (formerly, "Landmark Institutional Trust" (the "Trust"), the undersigned,
being a majority of the Trustees of the Trust, do hereby amend and restate the
Trust's existing Establishment and Designation of Series of Shares of Beneficial
Interest (par value $0.00001 per share) in order to change the names of three
series of Shares (as defined in the Declaration of Trust) which were previously
established and designated. No other changes to the special and relative rights
of the existing series are intended by this amendment and restatement. This
amendment and restatement shall become effective on such date as any officer of
the Trust may select by written notice to the Trust.
1. The series shall be as follows:
The series previously designated as Landmark Institutional Liquid
Reserves shall be redesignated as "CitiFunds Institutional
Liquid Reserves."
The series previously designated as Landmark Institutional U.S.
Treasury Reserves shall be redesignated as "CitiFunds
Institutional U.S. Treasury Reserves."
The series previously designated as Landmark Institutional Tax
Free Reserves shall be redesignated as "CitiFunds
Institutional Tax Free Reserves."
The remaining series is CitiFunds Institutional Cash Reserves.
2. Each series shall be authorized to invest in cash, securities,
instruments and other property as from time to time described in the Trust's
then currently effective registration statement under the Securities Act of 1933
to the extent pertaining to the offering of Shares of each series. Each Share of
each series shall be redeemable, shall be entitled to one vote or fraction
thereof in respect of a fractional share on
<PAGE>
-2-
matters on which shares of that series shall be entitled to vote, shall
represent a PRO RATA beneficial interest in the assets allocated or belonging to
such series, and shall be entitled to receive its PRO RATA share of the net
assets of such series upon liquidation of the series, all as provided in Section
6.9 of the Declaration of Trust.
3. Shareholders of each series shall vote separately as a class on any
matter to the extent required by, and any matter shall be deemed to have been
effectively acted upon with respect to each series as provided in, Rule 18f-2,
as from time to time in effect, under the Investment Company Act of 1940, as
amended, or any successor rule, and by the Declaration of Trust.
4. The assets and liabilities of the Trust shall be allocated to each
series as set forth in Section 6.9 of the Declaration of Trust.
5. Subject to the provisions of Section 6.9 and Article IX of the
Declaration of Trust, the Trustees (including any successor Trustees) shall have
the right at any time and from time to time to reallocate assets and expenses or
to change the designation of any series now or hereafter created or otherwise to
change the special and relative rights of any such series.
IN WITNESS WHEREOF, the undersigned have executed this Establishment
and Designation of Series on separate counterparts this 14th day of November,
1997.
Philip W. Coolidge
- ------------------ ------------------
PHILIP W. COOLIDGE RILEY C. GILLEY
As Trustee and Not Individually As Trustee and Not Individually
Diana R. Harrington Susan B. Kerley
- ------------------- ---------------
DIANA R. HARRINGTON SUSAN B. KERLEY
As Trustee and Not Individually As Trustee and Not Individually
<PAGE>
Philip W. Coolidge
President
CitiFunds Institutional Trust
c/o Signature Financial Group Inc.
6 St. James Avenue, 9th Floor
Boston, MA 02116
I, Philip W. Coolidge, hereby certify that I am the duly elected,
qualified and acting President of CitiFunds Institutional Trust, a Massachusetts
business trust (the "Trust"), and, pursuant to authority granted by the Board of
Trustees of the Trust at a meeting held on November 14, 1997, do hereby give
notice that the Amended and Restated Establishment and Designation of Series of
Shares of Beneficial Interest (par value $0.00001 per share) of the Trust, as
executed by the Trustees of the Trust on November 14, 1997, shall become
effective as of January 2, 1998.
IN WITNESS WHEREOF, I have hereunto signed my name at Boston,
Massachusetts this 15th day of December, 1997.
Philip W. Coolidge
-----------------------------
Philip W. Coolidge, President
Exhibit 25
CITIFUNDS INSTITUTIONAL TRUST
The undersigned hereby constitutes and appoints Philip W. Coolidge, John R.
Elder, Susan Jakuboski, Molly S. Mugler and Linda T. Gibson, and each of them,
with full powers of substitution as her true and lawful attorneys and agents to
execute in her name and on her behalf in any and all capacities the Registration
Statements on Form N-1A, and any and all amendments thereto, filed by CitiFunds
Institutional Trust (on behalf of each of its series now or hereinafter created)
(the "Registrant") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and under the Investment Company Act of
1940, as amended, and any and all other instruments which such attorneys and
agents, or any of them, deem necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and the Investment Company
Act of 1940, as amended, the rules, regulations and requirements of the
Securities and Exchange Commission, and the securities or Blue Sky laws of any
state or other jurisdiction; and the undersigned hereby ratifies and confirms as
her own act and deed any and all that such attorneys and agents, or any of them,
shall do or cause to be done by virtue hereof. Any one of such attorneys and
agents shall have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 6th day of
February, 1998.
Susan B. Kerley
- ---------------
Susan B. Kerley
<PAGE>
CITIFUNDS INSTITUTIONAL TRUST
The undersigned hereby constitutes and appoints Philip W. Coolidge, John R.
Elder, Susan Jakuboski, Molly S. Mugler and Linda T. Gibson, and each of them,
with full powers of substitution as her true and lawful attorneys and agents to
execute in her name and on her behalf in any and all capacities the Registration
Statements on Form N-1A, and any and all amendments thereto, filed by CitiFunds
Institutional Trust (on behalf of each of its series now or hereinafter created)
(the "Registrant") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and under the Investment Company Act of
1940, as amended, and any and all other instruments which such attorneys and
agents, or any of them, deem necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and the Investment Company
Act of 1940, as amended, the rules, regulations and requirements of the
Securities and Exchange Commission, and the securities or Blue Sky laws of any
state or other jurisdiction; and the undersigned hereby ratifies and confirms as
her own act and deed any and all that such attorneys and agents, or any of them,
shall do or cause to be done by virtue hereof. Any one of such attorneys and
agents shall have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 6th day of
February, 1998.
Diana R. Harrington
- -------------------
Diana R. Harrington
<PAGE>
CITIFUNDS INSTITUTIONAL TRUST
The undersigned hereby constitutes and appoints John R. Elder, Susan Jakuboski,
Molly S. Mugler and Linda T. Gibson, and each of them, with full powers of
substitution as his true and lawful attorneys and agents to execute in his name
and on his behalf in any and all capacities the Registration Statements on Form
N-1A, and any and all amendments thereto, filed by CitiFunds Institutional Trust
(on behalf of each of its series now or hereinafter created) (the "Registrant")
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and under the Investment Company Act of 1940, as amended, and any and
all other instruments which such attorneys and agents, or any of them, deem
necessary or advisable to enable the Registrant to comply with the Securities
Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the
rules, regulations and requirements of the Securities and Exchange Commission,
and the securities or Blue Sky laws of any state or other jurisdiction; and the
undersigned hereby ratifies and confirms as his own act and deed any and all
that such attorneys and agents, or any of them, shall do or cause to be done by
virtue hereof. Any one of such attorneys and agents shall have, and may
exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day of
February, 1998.
Philip W. Coolidge
- ------------------
Philip W. Coolidge
<PAGE>
CITIFUNDS INSTITUTIONAL TRUST
The undersigned hereby constitutes and appoints Philip W. Coolidge, John R.
Elder, Susan Jakuboski, Molly S. Mugler and Linda T. Gibson, and each of them,
with full powers of substitution as his true and lawful attorneys and agents to
execute in his name and on his behalf in any and all capacities the Registration
Statements on Form N-1A, and any and all amendments thereto, filed by CitiFunds
Institutional Trust (on behalf of each of its series now or hereinafter created)
(the "Registrant") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and under the Investment Company Act of
1940, as amended, and any and all other instruments which such attorneys and
agents, or any of them, deem necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and the Investment Company
Act of 1940, as amended, the rules, regulations and requirements of the
Securities and Exchange Commission, and the securities or Blue Sky laws of any
state or other jurisdiction; and the undersigned hereby ratifies and confirms as
his own act and deed any and all that such attorneys and agents, or any of them,
shall do or cause to be done by virtue hereof. Any one of such attorneys and
agents shall have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day of
February, 1998.
Riley C. Gilley
- ---------------
Riley C. Gilley
<PAGE>
CITIFUNDS INSTITUTIONAL TRUST
The undersigned hereby constitutes and appoints Philip W. Coolidge, Susan
Jakuboski, Molly S. Mugler and Linda T. Gibson, and each of them, with full
powers of substitution as his true and lawful attorneys and agents to execute in
his name and on his behalf in any and all capacities the Registration Statements
on Form N-1A, and any and all amendments thereto, filed by CitiFunds
Institutional Trust (on behalf of each of its series now or hereinafter created)
(the "Registrant") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and under the Investment Company Act of
1940, as amended, and any and all other instruments which such attorneys and
agents, or any of them, deem necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and the Investment Company
Act of 1940, as amended, the rules, regulations and requirements of the
Securities and Exchange Commission, and the securities or Blue Sky laws of any
state or other jurisdiction; and the undersigned hereby ratifies and confirms as
his own act and deed any and all that such attorneys and agents, or any of them,
shall do or cause to be done by virtue hereof. Any one of such attorneys and
agents shall have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day of
February, 1998.
John R. Elder
- -------------
John R. Elder
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000889512
<NAME> CITIFUNDS INSTITUTIONAL CASH RESERVES
<SERIES>
<NUMBER> 004
<NAME> CITIFUNDS INSTITUTIONAL TRUST
<S> <C>
<PERIOD-TYPE> 5-MOS
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-END> FEB-28-1998
<INVESTMENTS-AT-COST> 436,500,051
<INVESTMENTS-AT-VALUE> 436,500,051
<RECEIVABLES> 860,149
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 647
<TOTAL-ASSETS> 437,360,847
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,383,883
<TOTAL-LIABILITIES> 1,383,883
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 435,976,964
<SHARES-COMMON-STOCK> 435,976,964
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
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<NET-ASSETS> 435,976,964
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 5,021,112
<OTHER-INCOME> 0
<EXPENSES-NET> 220,419
<NET-INVESTMENT-INCOME> 4,800,693
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 4,800,693
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (4,800,693)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,277,821,048
<NUMBER-OF-SHARES-REDEEMED> (841,844,084)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 435,976,964
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 127,046
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 358,505
<AVERAGE-NET-ASSETS> 234,200,327
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.02
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> (0.02)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.25
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
