GOVERNMENT INCOME PORTFOLIO
N-30D, 2000-08-17
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GOVERNMENT INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS                                           June 30, 2000
(Unaudited)
                                                     PRINCIPAL
                                                       AMOUNT
ISSUER                                             (000'S OMITTED)         VALUE
--------------------------------------------------------------------------------
GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION -- 30.7%
--------------------------------------------------------------------------------
6.50%, 2009                                            $  136        $   133,617
6.50%, 2011                                             2,562          2,499,707
6.50%, 2019                                               351            348,380
7.00%, 2008                                               641            630,044
7.00%, 2009                                             1,512          1,509,296
7.00%, 2013                                             4,034          3,997,817
7.00%, 2019                                             6,648          6,620,532
7.00%, 2020                                             1,502          1,494,009
7.25%, 2022                                                62             61,763
8.00%, 2006                                                77             77,365
8.00%, 2007                                                83             83,590
8.00%, 2017                                               103            104,610
8.00%, 2021                                               125            126,939
8.00%, 2022                                                71             71,689
9.50%, 2016                                                 1                678
9.50%, 2017                                                30             31,648
9.50%, 2018                                                16             16,511
9.50%, 2019                                                25             26,098
9.50%, 2020                                                21             22,450
                                                                     -----------
TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION                                                  17,856,743
                                                                     -----------
U.S. & OTHER GOVERNMENT
OBLIGATIONS -- 63.0%
--------------------------------------------------------------------------------
Israel State U.S. Government
Guaranteed Notes,
  6.05% due 8/15/00                                     8,640          8,633,434
  5.70% due 2/15/03                                     5,000          4,852,700
  6.125% due 3/15/03                                    4,300          4,213,613
                                                                     -----------
                                                                      17,699,747
                                                                     -----------
United States Treasury Notes,
  5.875% due 10/31/01                                   3,000          2,976,570
  6.625% due 4/30/02                                    2,500          2,507,800
  6.375% due 6/30/02                                   10,000         10,003,100
  5.875% due 11/15/04                                   1,300          1,281,111
  3.875% due 1/15/09                                    1,253          1,233,360
                                                                     -----------
                                                                      18,001,941
                                                                     -----------
United States Treasury Notes,
  Strip Principal,
  due 08/15/01                                          1,000            931,180
                                                                     -----------
TOTAL U.S. & OTHER
  GOVERNMENT OBLIGATIONS                                              36,632,868
                                                                     -----------

ISSUER                                                                     VALUE
--------------------------------------------------------------------------------
SHORT-TERM OBLIGATIONS-- 5.3%
--------------------------------------------------------------------------------
First Union National Bank of
  Florida Repurchase Agreement
  6.55% due 7/3/00 proceeds
  at maturity $3,060,670
  (collateralized by $3,147,000
  U.S. Treasury Note 5.50%
  due 12/31/00 valued at
  $3,131,265)                                                        $ 3,059,000
                                                                     -----------

TOTAL INVESTMENTS
    (Identified Cost
    $58,231,279)                                         99.0%        57,548,611

OTHER ASSETS,
  LESS LIABILITIES                                        1.0            582,321
                                                       ------        -----------
NET ASSETS                                              100.0%       $58,130,932
                                                       ======        ===========
See notes to financial statements

                                                                              13
<PAGE>


GOVERNMENT INCOME PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2000 (Unaudited)
================================================================================

ASSETS:
Investments at value (Note 1A) (Identified Cost, $55,172,279)        $54,489,611
Repurchase Agreement at value (1A) (Identified Cost, $3,059,000)       3,059,000
Cash                                                                         899
Interest receivable                                                      599,054
--------------------------------------------------------------------------------
  Total assets                                                        58,148,564
--------------------------------------------------------------------------------
LIABILITIES:
Payable to affiliates-Investment advisory fees (Note 2)                   17,632
--------------------------------------------------------------------------------
NET ASSETS                                                           $58,130,932
================================================================================
REPRESENTED BY:
Paid-in capital for beneficial interests                             $58,130,932
================================================================================


GOVERNMENT INCOME PORTFOLIO
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 (Unaudited)
================================================================================
INVESTMENT INCOME (NOTE 1B):                                         $1,892,252
EXPENSES:
Investment advisory fees (Note 2)                        $ 104,444
Administrative fees (Note 3)                                14,921
Expense fees (Note 6)                                        1,061
--------------------------------------------------------------------------------
Total expenses                                             120,426
Less aggregate amount waived by the
  Administrator (Note 3)                                   (14,921)
--------------------------------------------------------------------------------
  Net expenses                                                          105,505
--------------------------------------------------------------------------------
Net investment income                                                 1,786,747
--------------------------------------------------------------------------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
Net realized loss from investment transactions            (290,707)
Unrealized appreciation of investments                     393,612
--------------------------------------------------------------------------------
  Net realized and unrealized gain on investments                       102,905
--------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                 $1,889,652
================================================================================

See notes to financial statements

14
<PAGE>


GOVERNMENT INCOME PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS

                                                      SIX MONTHS       YEAR
                                                         ENDED         ENDED
                                                     JUNE 30, 2000  DECEMBER 31,
                                                      (Unaudited)      1999
================================================================================
INCREASE (DECREASE) IN NET ASSETS FROM
  OPERATIONS:
Net investment income                                $ 1,786,747    $ 3,549,138
Net realized loss on investment transactions            (290,707)      (717,522)
Unrealized appreciation (depreciation)
  of investments                                         393,612     (1,091,773)
--------------------------------------------------------------------------------
Net increase in net assets resulting
  from operations                                      1,889,652      1,739,843
--------------------------------------------------------------------------------
CAPITAL TRANSACTIONS:
Proceeds from contributions                            2,912,503     24,866,329
Value of withdrawals                                 (10,277,026)   (47,147,153)
--------------------------------------------------------------------------------
Net decrease in net assets
  from capital transactions                           (7,364,523)   (22,280,824)
--------------------------------------------------------------------------------
NET DECREASE IN NET ASSETS                            (5,474,871)   (20,540,981)
--------------------------------------------------------------------------------
NET ASSETS:
Beginning of period                                   63,605,803     84,146,784
--------------------------------------------------------------------------------
End of period                                        $58,130,932    $63,605,803
================================================================================

See notes to financial statements

                                                                              15
<PAGE>


GOVERNMENT INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS

                        SIX MONTHS
                           ENDED               YEAR ENDED DECEMBER 31,
                       JUNE 30, 2000 -------------------------------------------
                        (Unaudited)   1999     1998     1997     1996     1995
================================================================================
RATIOS/SUPPLEMENTAL DATA:
Net Assets, end of period
  (000's omitted)         $58,131   $63,606  $84,147  $61,298  $53,499  $53,145
Ratio of expenses to
  average net assets         0.35%*    0.35%    0.35%    0.35%    0.35%    0.36%
Ratio of net investment
  income to average
  net assets                 5.99%*    5.45%    5.49%    5.65%    5.75%    5.80%
Portfolio turnover            168%      201%     288%     126%     100%     284%

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

RATIOS:
Expenses to average
  net assets                 0.40%*    0.40%    0.40%    0.41%    0.40%    0.40%
Net investment income
  to average net assets      5.94%*    5.40%    5.44%    5.59%    5.70%    5.76%
================================================================================

* Annualized

See notes to financial statements

16
<PAGE>


GOVERNMENT INCOME PORTFOLIO
Notes to Financial Statements (Unaudited)


1.   SIGNIFICANT   ACCOUNTING   POLICIES   Government   Income   Portfolio  (the
"Portfolio"),  a  separate  series of The  Premium  Portfolios  (the  "Portfolio
Trust"),  is registered under the Investment Company Act of 1940, as amended, as
a diversified,  open-end management  investment company which was organized as a
trust under the laws of the State of New York. The  Declaration of Trust permits
the Trustees to issue  beneficial  interests in the  Portfolio.  The  Investment
Adviser of the Portfolio is Citibank,  N.A.  ("Citibank").  Signature  Financial
Group  (Grand  Cayman),  Ltd.  ("SFG")  acts as the  Portfolio's  Administrator.
Citibank is a wholly-owned subsidiary of Citigroup Inc.

     The preparation of financial  statements in accordance with U.S.  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 Portfolio
are as follows:

     A. INVESTMENT SECURITY VALUATIONS  Debt securities  (other  than short-term
obligations  maturing in 60 days or less) are valued on the basis of  valuations
furnished by pricing services approved by the Board of Trustees, which take into
account appropriate factors such as institutional-size trading in similar groups
of securities,  yield, quality,  coupon rate, maturity, type of issue, and other
market  data,  without  exclusive  reliance  on  quoted  prices or  exchange  or
over-the-counter prices.  Short-term obligations maturing in 60 days or less are
valued at amortized cost, which approximates market value.  Securities,  if any,
for which there are no such valuations or quotations are valued at fair value as
determined in good faith by or under guidelines established by the Trustees.

     B.  INCOME  Interest  income  consists of  interest  accrued and  discounts
earned,  adjusted  for  amortization  of premium or discount on  long-term  debt
securities  when required for U.S.  federal  income tax purposes.  Gain and loss
from principal paydowns are recorded as income.

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

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

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

                                                                              17
<PAGE>


GOVERNMENT INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

chase  agreement's  underlying  investments  to ensure the existence of a proper
level of collateral.

     F.  TBA  PURCHASE  COMMITMENTS  The  Portfolio  enters  into  "TBA"  (to be
announced) purchase commitments to purchase securities for a fixed unit price at
a future date beyond customary settlement time. Although the unit price has been
established, the principal value has not been finalized.  However, the amount of
the commitment will not fluctuate more than 0.01% from the principal amount. The
Portfolio  holds,  and maintains  until the settlement  date, cash or high-grade
debt  obligations  in an  amount  sufficient  to meet the  purchase  price.  TBA
purchase commitments may be considered  securities in themselves,  and involve a
risk of loss if the value of the security to be purchased  declines prior to the
settlement  date,  which risk is in addition to the risk of decline in the value
of the Portfolio's other assets.  Unsettled TBA purchase  commitments are valued
at the current market value of the underlying securities, generally according to
the procedures described under Note 1A.

     Although the Portfolio will generally  enter into TBA purchase  commitments
with the intention of acquiring securities for its portfolio,  the Portfolio may
dispose of a commitment prior to settlement if the Portfolio's  Adviser deems it
appropriate to do so.

     G. FUTURES CONTRACTS  The Portfolio may engage in futures transactions. The
Portfolio  may use  futures  contracts  in order to protect the  Portfolio  from
fluctuation  in  interest  rates  without   actually   buying  or  selling  debt
securities,  or to manage the  effective  maturity or  duration of fixed  income
securities in the Portfolio in an effort to reduce  potential  losses or enhance
potential  gains.  Buying futures  contracts  tends to increase the  Portfolio's
exposure to the underlying instrument. Selling futures contracts tends to either
decrease the  Portfolio's  exposure to the  underlying  instrument,  or to hedge
other Portfolio investments.

     Upon entering into a futures contract, the Portfolio is required to deposit
with the  broker  an  amount  of cash or cash  equivalents  equal  to a  certain
percentage  of the  contract  amount.  This is  known as the  "initial  margin".
Subsequent payments  ("variation  margin") are made or received by the Portfolio
each day,  depending on the daily  fluctuation of the value of the contract. The
daily changes in contract  value are recorded as unrealized  gains or losses and
the  Portfolio  recognizes a realized  gain or loss when the contract is closed.
Futures contracts are valued at the settlement price established by the board of
trade or exchange on which they are traded.

     There are several risks in connection with the use of futures  contracts as
a  hedging  device.  The  change  in the value of  futures  contracts  primarily
corresponds  with the  value  of their  underlying  instruments,  which  may not
correlate with the change in the value of the hedged  instruments.  In addition,
there  is the  risk  the  Portfolio  may  not be able to  enter  into a  closing
transaction because of an illiquid secondary market.  Futures contracts involve,
to  varying  degrees,  risk of loss in excess of the  futures  variation  margin
reflected in the Statement of Assets and  Liabilities.  No such instruments were
held at June 30, 2000.

18
<PAGE>


GOVERNMENT INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (Unaudited)

     H.  OTHER  Investment  transactions  are  accounted  for  on the  date  the
investments  are purchased or sold.  Realized gains and losses are determined on
the identified cost basis.

2. INVESTMENT ADVISORY FEES  The investment  advisory fees paid to Citibank,  as
compensation for overall investment  management services,  amounted to $104,444,
for the six  months  ended  June 30,  2000.  The  investment  advisory  fees are
computed  at the  annual  rate of 0.35% of the  Portfolio's  average  daily  net
assets.

3. ADMINISTRATIVE FEES  Under the terms of an Administrative Services Agreement,
the administrative  fees paid to the Administrator,  as compensation for overall
administrative  services  and general  office  facilities,  are  computed at the
annual  rate  of  0.05%  of  the  Portfolio's  average  daily  net  assets.  The
administrative  fees amounted to $14,921,  all of which was voluntarily  waived,
for the six months ended June 30, 2000. Citibank acts as  Sub-Administrator  and
performs  certain  duties and receives such  compensation  from SFG from time to
time as  agreed  to by SFG and  Citibank.  The  Portfolio  pays no  compensation
directly to any Trustee or any officer who is affiliated with the Administrator,
all of whom receive  remuneration  for their  services to the Portfolio from the
Administrator  or its  affiliates.  Certain of the officers and a Trustee of the
Portfolio are officers or directors of the Administrator or its affiliates.

4.  PURCHASES AND SALES OF INVESTMENTS  Purchases and sales of  U.S.  Government
securities,  other  than  short-term  obligations,  aggregated  $99,512,731  and
$90,266,069, respectively, for the six months ended June 30, 2000.

5. FEDERAL INCOME TAX BASIS OF INVESTMENTS  The cost and unrealized appreciation
(depreciation) in value of the investment  securities owned at June 30, 2000, as
computed on a federal income tax basis, are as follows:

Aggregate cost                                                     $ 58,231,279
================================================================================
Gross unrealized appreciation                                      $     74,048
Gross unrealized depreciation                                          (756,716)
--------------------------------------------------------------------------------
Net unrealized depreciation                                        $   (682,668)
================================================================================

6. EXPENSE FEES  SFG has entered into an expense  agreement with the  Portfolio.
SFG  has  agreed  to pay  all  of the  ordinary  operating  expenses  (excluding
interest, taxes, brokerage commissions,  litigation costs or other extraordinary
costs or  expenses)  of the  Portfolio,  other than fees paid under the Advisory
Agreement and Administrative Services Agreement. The Agreement may be terminated
by either party upon not less than 30 days nor more than 60 days written notice.

     The  Portfolio  has  agreed to pay SFG an expense  fee on an annual  basis,
accrued  daily  and paid  monthly;  provided,  however,  that such fee shall not
exceed the amount such that  immediately  after any such  payment the  aggregate
ordinary  expenses of the Portfolio  less expenses  waived by the  Administrator
would,  on an annual basis,  exceed an agreed upon rate,  currently 0.35% of the
Portfolio's average daily net assets.

                                                                              19
<PAGE>


GOVERNMENT INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)


7.  LINE OF CREDIT  The Portfolio,  along with various  other  Portfolios in the
CitiFunds family, entered into an ongoing agreement with a bank which allows the
Portfolios  collectively  to borrow up to $75 million for temporary or emergency
purposes.  Interest on borrowings,  if any, is charged to the specific Portfolio
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 six months  ended June 30, 2000,
the  commitment fee allocated to the Portfolio was $90. Since the line of credit
was established, there have been no borrowings.

20
<PAGE>


TRUSTEES AND OFFICERS

C. Oscar Morong, Jr., CHAIRMAN
Philip W. Coolidge*, PRESIDENT
Riley C. Gilley
Diana R. Harrington
Susan B. Kerley
Heath B. McLendon**
E. Kirby Warren
William S. Woods, Jr.***

SECRETARY
Robert Frenkel**

TREASURER
Linwood Downs*

  * AFFILIATED PERSON OF ADMINISTRATOR AND DISTRIBUTOR
 ** AFFILIATED PERSON OF INVESTMENT ADVISER
*** TRUSTEE EMERITUS

INVESTMENT ADVISER
(of Government Income
Portfolio)
Citibank, N.A.
153 East 53rd Street, New York, NY 10043

ADMINISTRATOR AND DISTRIBUTOR
CFBDS, Inc.
21 Milk Street, 5th Floor Boston, MA 02109
(617) 423-1679

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

LEGAL COUNSEL
Bingham Dana LLP
150 Federal Street, Boston, MA 02110


<PAGE>


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


(C)2000 Citicorp            (R) Printed on recycled paper            CFS/USG/600



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