TPP BALANCED PORTFOLIO
N-30B-2, 1999-08-19
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BALANCED PORTFOLIO
PORTFOLIO OF INVESTMENTS                            June 30, 1999
(Unaudited)

ISSUER                                                    SHARES        VALUE
- --------------------------------------------------------------------------------
COMMON STOCKS -- 61.3%
- --------------------------------------------------------------------------------
BASIC INDUSTRIES -- 15.6%
- --------------------------------------------------------------------------------
Abbott Labs                                               72,000     $ 3,276,000
Alcoa Inc.                                                56,000       3,465,000
Bristol Meyers Squibb Co.                                 59,000       4,155,813
Dow Chemical Co.                                          14,000       1,776,250
E.I. du Pont
  De Nemours & Co.                                        50,000       3,415,625
Emerson Electric Co.                                      70,000       4,401,250
General Electric Co.                                      45,000       5,085,000
Honeywell Inc.                                            34,500       3,997,688
International Paper Co.                                   64,000       3,232,000
Pharmacia & Upjohn Inc.                                   63,000       3,579,188
Union Pacific Corp.                                       60,000       3,498,750
Unumprovident Corp.                                       28,000       1,533,000
                                                                      ----------
                                                                      41,415,564
                                                                      ----------
CONSUMER DURABLES -- 6.1%
- --------------------------------------------------------------------------------
American Home
  Products Corp.                                           86,000      4,945,000
Dana Corp.                                                 60,000      2,763,750
Delphi Automotive Systems Corp.                            12,580        233,516
Ford Motor Co.                                             35,000      1,975,312
General Motors Corp.                                       18,000      1,188,000
Goodyear Tire and Rubber                                   30,000      1,764,375
Masco Corp.                                               115,000      3,320,625
                                                                      ----------
                                                                      16,190,578
                                                                      ----------
CONSUMER NON-DURABLES -- 3.2%
- --------------------------------------------------------------------------------
Avon Products Inc.                                         59,000      3,274,500
H.J. Heinz Co.                                             35,000      1,754,375
Pepsico Inc.                                               95,000      3,675,312
                                                                      ----------
                                                                       8,704,187
                                                                      ----------
CONSUMER SERVICES-- 13.3%
- --------------------------------------------------------------------------------
AT&T Corp.                                                 85,000      4,744,062
Bell Atlantic Corp.                                        48,200      3,151,075
Duke Energy Co.                                            75,000      4,078,125
Enron Corp.                                                69,000      5,640,750
McGraw HillCompanies Inc.                                  43,000      2,319,312
SBC Communications Inc.                                    78,000      4,524,000
Sprint Corp.                                               60,000      3,168,750
Unicom Corp.                                               85,000      3,277,812
Williams Companies Inc.                                   105,000      4,469,063
                                                                      ----------
                                                                      35,372,949
                                                                      ----------
FINANCE -- 14.2%
- --------------------------------------------------------------------------------
Bank One Corp.                                             70,000      4,169,375
BankAmerica Corp.                                          42,600      3,123,112
Chase Manhattan Corp.                                      60,000      5,197,500
Chubb Corp.                                                45,000      3,127,500
Cigna Corp.                                                42,500      3,782,500
Hartford Financial Services Group                          59,000      3,440,438
J. P. Morgan Co. Inc.                                      22,000      3,091,000
Marsh & McLennan Companies Inc.                            48,000      3,624,000
Mellon Bank Corp.                                          90,000      3,273,750
Pitney Bowes Inc.                                          75,000      4,818,750
                                                                      ----------
                                                                      37,647,925
                                                                      ----------

PRODUCER MANUFACTURING  -- 6.2%
- --------------------------------------------------------------------------------
BP Amoco PLC                                               29,000      3,146,500
Chevron Corp.                                              33,000      3,141,188
Exxon Corp.                                                19,200      1,480,800
Halliburton Co.                                            46,100      2,086,025
Mobil Corp.                                                49,700      4,920,300
Royal Dutch Petroleum Co.                                  27,000      1,626,750
                                                                      ----------
                                                                      16,401,563
                                                                      ----------

MISCELLANEOUS-- 2.7%
- --------------------------------------------------------------------------------
Raytheon Co.                                         43,570            3,066,239
Xerox Corp.                                          70,000            4,134,375
                                                                      ----------
                                                                       7,200,614
                                                                      ----------
Total Common Stock
(Identified Cost $151,263,115)                                       162,933,380
                                                                     ===========

                                                                              15
<PAGE>

BALANCED PORTFOLIO
PORTFOLIO OF INVESTMENTS                                           JUNE 30, 1999
(Unaudited)


                                                     PRINCIPAL
ISSUER                                                AMOUNT            VALUE
- --------------------------------------------------------------------------------
FIXED INCOME -- 44.5%
- --------------------------------------------------------------------------------
ASSET BACKED SECURITIES -- 11.2%
- --------------------------------------------------------------------------------
Aames Mortgage Trust
  6.59% due 6/15/24                                  $1,040,000       $1,044,170
Aircraft Financial Trust
  8.00% due 5/15/24                                   1,500,000        1,426,406
Asset Securitization Corp.
  Series 95 7.10% due 8/13/29                           508,489          513,253
  7.384% due 8/13/29                                  2,500,000        2,562,200
Asset Securitization Corp.
  Series 97 6.85% due 2/14/41                           600,000          587,982
Commercial Mortgage Acceptance Corp.
  5.80% due 5/15/06                                     520,075          507,177
Contimortgage Home Equity Loan
  6.13% due 3/15/13                                   1,100,000        1,095,523
Criimi Mae Commercial Mortgage
  7.00% due 11/2/11                                     600,000          460,219
Ford Credit Auto Owner Trust
  6.16% due 8/15/03                                   2,000,000        1,982,500
GMAC Commercial Mortgage
  6.42% due 8/15/08                                   1,100,000        1,063,227
  6.83% due 12/15/03                                  1,634,232        1,650,362
Green Tree Financial Corp.
  6.71% due 8/15/29                                   1,050,000        1,018,342
  8.05% due 10/15/27                                  3,500,000        3,557,960
IMC Home Equity Loan
  6.16% due 5/20/14                                   2,000,000        1,999,340
J. P. Morgan Co. Inc.
  6.373% due 1/15/30                                    666,859          661,130
Lehman Brothers/First Union
  6.479% due 3/18/04                                    798,300          796,120
Merrill Lynch Mortgage Co.
  6.95% due 6/18/29                                   1,297,406        1,312,689
Morgan Stanley Capital Investment Inc.
  6.44% due 11/15/02                                  1,105,000        1,101,862
Nomura Asset Securitization Corp.
  8.15% due 3/04/20                                   2,000,000        2,105,680
PNC Mortgage Securitization Corp.
  6.392% due 9/25/13                                      1,610            1,537
Peco Energy Transportation Trust
  6.05% due 3/01/09                                   1,100,000        1,053,591

Residential Funding Mortgage
  Securitization Corp.
  7.00% due 2/25/08                                     432,799          433,609
Sears Credit Account Master Trust II
  5.25% due 10/16/08                                  1,110,000        1,060,050
Structured Asset Securities Corp.
  6.79% due 6/12/04                                   1,827,180        1,843,971
                                                                     -----------
                                                                      29,838,900
                                                                     -----------
DOMESTIC CORPORATIONS -- 10.7%
- --------------------------------------------------------------------------------
Ahold Financial USA Inc.
  6.875% due 5/01/29                                  1,130,000        1,045,126
American Financial Group Inc.
  7.125% due 4/15/09                                  1,045,000          972,341
Associates Corp.
  6.95% due 11/01/18                                  1,365,000        1,315,178
BB&T Corp.
  6.375% due 6/30/05                                  1,470,000        1,432,633
Bank One Corp.
  5.625% due 2/17/04                                  1,050,000        1,004,346
Century Telecommunications
  Enterprises Inc.
  6.30% due 1/15/08                                   1,000,000          952,180
Conoco Inc.
  5.90% due 4/15/04                                   1,150,000        1,122,147
Conseco Inc.
  6.40% due 6/15/01                                     850,000          832,720
Dayton Hudson Corp.
  6.65% due 8/01/28                                   1,120,000        1,021,787
Equitable Life Assurance
  6.95% due 12/01/05                                  1,050,000        1,047,984
Ford Motor Co.
  6.625% due 10/01/28                                 1,285,000        1,156,731
General Motors Acceptance Corp.
  6.15% due 4/05/07                                   1,040,000          990,319
Household Financial Corp.
  6.50% due 11/15/08                                  1,050,000        1,001,186
Imperial TOB Overseas
  7.125% due 4/01/09                                  1,070,000        1,020,769
Knight Ridder Inc.
  6.875% due 3/15/29                                    770,000          712,554
  7.15% due 11/01/27                                    170,000          163,333
Lehman Brothers Holdings Inc.
  6.40% due 8/30/00                                   1,030,000        1,031,082
  7.00% due 5/15/03                                     830,000          823,527
MCI Communications Corp.
  6.50% due 4/15/10                                   1,425,000        1,365,720


16

<PAGE>

BALANCED PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)                               June 30, 1999
(Unaudited)

                                                   PRINCIPAL
ISSUER                                              AMOUNT            VALUE
- --------------------------------------------------------------------------------
Mattel Inc.
  6.00% due 7/15/03                              $   765,000         $   745,734
Merita Bank Plc
  6.50% due 4/01/09                                1,030,000             975,863
Morgan Stanley Group Inc.
  5.625% due 1/20/04                               1,150,000           1,108,416
National Rural Utilities
  6.20% due 2/01/08                                1,260,000           1,214,905
Nordstrom Inc.
  5.625% due 1/15/09                                 880,000             799,515
Petroleum Geographical
  Services
  6.625% due 3/30/08                                 735,000             691,878
Popular Inc.
  6.20% due 4/30/01                                  725,000             718,272
  6.875% due 6/15/01                                 690,000             689,427
Provident Companies Inc.
  7.00% due 7/15/18                                  525,000             502,231
Raytheon Co.
  6.30% due 3/15/05                                1,000,000             981,450
TPSA Financial BV
  7.75% due 12/10/08                               1,075,000           1,043,677
                                                                      ----------
                                                                      28,483,031
                                                                      ----------
MORTGAGE OBLIGATIONS -- 10.7%
- --------------------------------------------------------------------------------
MORTGAGE BACKED SECURITIES/PASSTHROUGHS -- 7.1%
- --------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp.
  6.00% due 12/31/99                               1,000,000             940,470
  6.25% due 6/15/24                                  860,000             837,194
  7.00% due 12/31/99                               2,000,000           2,001,250
  8.50% due 6/01/01                                    6,685               6,767
  9.50% due 2/01/01                                    3,382               3,426
Federal National
  Mortgage Association
  5.50% due 12/31/99                               5,000,000           4,559,375
  6.50% due 12/01/99                               2,000,000           1,970,620
  6.50% due 12/01/99                               1,840,000           1,775,011
  6.50% due 05/01/29                               2,467,231           2,380,088
  7.349% due 8/17/21                                 600,000             611,208
  7.50% due 10/01/25                                 120,157             121,358
  7.50% due 11/01/25                               1,687,981           1,704,861
  7.50% due 7/01/29                                2,000,000           2,022,500
  9.00% due 11/01/01                                   5,922               6,074
                                                                      ----------
                                                                      18,940,202
                                                                      ----------
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION -- 3.6%
- --------------------------------------------------------------------------------
  6.50% due 12/15/99                             $ 1,100,000        $ 1,057,892
  6.50% due 12/31/99                               2,000,000          1,918,750
  7.00% due 12/31/99                               4,300,000          4,242,208
  7.00% due 2/15/24                                1,088,443          1,077,221
  7.25% due 10/16/22                               1,259,676          1,265,975
                                                                      ----------
                                                                       9,562,046
                                                                      ----------
TOTAL MORTGAGE OBLIGATIONS                                            28,502,248
                                                                      ----------

YANKEE BONDS -- 1.1%
- --------------------------------------------------------------------------------
Corporacion Andina de Fomento
  7.75% due 3/01/04                                1,050,000           1,022,788
Korea Development Bank
  7.128% due 4/22/04                               1,030,000           1,005,646
Manitoba Province, Canada
  5.50% due 10/01/08                               1,050,000             968,394
                                                                       ---------
                                                                       2,996,828
                                                                       ---------

UNITED STATES  GOVERNMENT & AGENCY  OBLIGATIONS -- 10.8%
- --------------------------------------------------------------------------------
United States  Treasury Bonds -- 4.8%
- --------------------------------------------------------------------------------
8.125% due 8/15/19                                5,300,000            6,401,393
3.625% due 4/15/28                                  996,510              940,296
5.25% due 11/15/28                                  500,000              443,205
3.875% due 4/15/29                                5,053,750            4,987,420
                                                                      ----------
                                                                      12,772,314
                                                                      ----------
United States  Treasury Notes -- 3.9%
- --------------------------------------------------------------------------------
5.75% due 11/30/02                                       550,000         551,116
4.25% due 11/15/03                                     2,000,000       1,888,440
 5.875% due 2/15/04                                    2,125,000       2,138,621
6.875% due 5/15/06                                       560,000         589,574
 6.625% due 5/15/07                                    1,300,000       1,353,833
3.875% due  1/15/09                                    1,420,000       1,403,130
5.50% due 5/15/09                                      2,390,000       2,334,719
                                                                      ----------
                                                                      10,259,433
                                                                      ----------


                                                                              17
<PAGE>

BALANCED PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)                    June 30, 1999
(Unaudited)

                                                     PRINCIPAL
ISSUER                                                AMOUNT            VALUE
- --------------------------------------------------------------------------------
United States Agency Obligations-- 2.1%
- --------------------------------------------------------------------------------
Federal National
  Mortgage Association
  5.49% due 8/18/00                             $   3,800,000     $   3,794,072
Tennessee Valley Authority
  5.88% due 4/01/36                                 1,750,000         1,715,945
                                                                    -----------
                                                                      5,510,017
                                                                    -----------
Total United States
  Government & Agency Obligations                                    28,541,764
                                                                    -----------
Total Fixed Income
  (Identified Cost $121,209,260)                                    118,362,771
                                                                    -----------
SHORT-TERM OBLIGATIONS
AT AMORTIZED COST -- 0.1%
United States Treasury Bills
  4.59% due 9/23/99
Total Short-Term Obligations
(Identified Cost $158,286)                                              158,298
                                                                    -----------
Total Investments
  (Identified Cost $272,630,661)                        105.9%    $ 281,454,449
  Other Assets,Less Liabilities                          (5.9)      (15,634,241)
                                                         ----       -----------
NET ASSETS                                              100.0%    $ 265,820,208
                                                        =====     =============

FUTURES CONTRACTS
- --------------------------------------------------------------------------------
Futures contracts which were open at June 30, 1999 are as follows:

                                      Aggregate
                   Number of         Face Value     Expiration        Unrealized
                   Contracts        Of Contracts       Date           Gain/loss
- --------------------------------------------------------------------------------
U. S. T-notes
2Yr 9/99
Sept. (Long)           20             $2,000,000       1999             $4,537

U. S. T-notes
10Yr 9/99
Sept. (Short)         (65)            (6,500,000)      1999           ($77,675)

U. S. T-bond 9/99
Sept.  (Short)        (25)            (2,500,000)      1999            ($9,563)
                                                                      --------
                                                                      ($82,701)
                                                                      ========
See notes to financial statements


18

<PAGE>

Balanced Portfolio
STATEMENT OF ASSETS AND LIABILITIES

JUNE 30, 1999 (Unaudited)
- --------------------------------------------------------------------------------
ASSETS:
Investments at value (Note 1A) (Identified Cost, $272,630,661)     $281,454,449
Cash                                                                      7,746
Receivable for investments sold                                       9,790,437
Dividends and interest receivable                                     1,462,302
- --------------------------------------------------------------------------------
    Total assets                                                    292,714,934
- --------------------------------------------------------------------------------
LIABILITIES:
Payable for investments purchased                                    26,623,445
Payable to affiliates-Investment advisory fees (Note 2)                  42,599
Accrued expenses and other liabilities                                  159,463
Payable for daily variation on futures contracts                         69,219
- --------------------------------------------------------------------------------
    Total liabilities                                                26,894,726
- --------------------------------------------------------------------------------
NET ASSETS                                                         $265,820,208
================================================================================
REPRESENTED BY:
Paid-in capital for beneficial interests                           $265,820,208
================================================================================

BALANCED PORTFOLIO
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 (Unaudited)

INVESTMENT INCOME:
Interest                                               $3,439,858
Dividends                                               1,417,791
- --------------------------------------------------------------------------------
                                                                    $4,857,649
- --------------------------------------------------------------------------------
EXPENSES:
Investment advisory fees (Note 2)                         530,594
Custody and fund accounting fees                           93,677
Administrative fees (Note 3)                               66,324
Legal fees                                                 15,000
Audit fees                                                 13,750
Trustee fees                                                3,954
Other                                                       6,282
- --------------------------------------------------------------------------------
    Total expenses                                                     729,581
- --------------------------------------------------------------------------------
Net investment income                                                4,128,068
- --------------------------------------------------------------------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain from investment transactions         21,520,534
Net realized gain from futures contracts                  387,719
Unrealized depreciation of investments and
  futures contracts                                    (4,199,546)
- --------------------------------------------------------------------------------
Net realized and unrealized gain on investments
  and futures contracts                                             17,708,707
- --------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS               $21,836,775
================================================================================

See notes to financial statements


                                                                              19
<PAGE>

BALANCED PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
                                                   SIX MONTHS
                                                      ENDED          YEAR ENDED
                                                  JUNE 30, 1999     DECEMBER 31,
                                                   (Unaudited)          1998
================================================================================
INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS:
Net investment  income                          $   4,128,068     $   7,943,643
Net realized gain from investment
  transactions and futures contracts               21,908,253        29,726,471
Unrealized depreciation of investments
  and futures contracts                            (4,199,546)      (17,148,033)
- --------------------------------------------------------------------------------
Net increase in net assets resulting
from operations                                    21,836,775        20,522,081
- --------------------------------------------------------------------------------
CAPITAL TRANSACTIONS:
Proceeds from contributions                         5,082,500        17,030,280
Value of withdrawals                              (26,222,931)      (23,622,833)
- --------------------------------------------------------------------------------
Net decrease in net assets from
  capital transactions                            (21,140,431)       (6,592,553)
- --------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS                            696,344        13,929,528
- --------------------------------------------------------------------------------
NET ASSETS:
Beginning of period                               265,123,864       251,194,336
- --------------------------------------------------------------------------------
End of period                                   $ 265,820,208     $ 265,123,864
================================================================================

BALANCED PORTFOLIO
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>

                           SIX MONTHS                                                   MAY 1, 1994
                              ENDED                                                    (COMMENCEMENT
                             JUNE 30,               YEAR ENDED DECEMBER 31,          OF OPERATIONS) TO
                              1999        ------------------------------------------    DECEMBER 31,
                           (Unaudited)     1998        1997        1996         1995        1994
======================================================================================================
Ratios/Supplemental Data:
Net Assets, end of period
<S>                         <C>          <C>         <C>         <C>         <C>         <C>
  (000's omitted)           $265,820     $265,124    $251,194    $247,526    $251,519    $228,948
Ratio of expenses to
  average net assets          0.55%*        0.55%       0.55%       0.55%       0.53%      0.51%*
Ratio of net
  investment income
  to average net assets       3.11%*        3.08%       2.90%       3.50%       3.69%      3.53%*
Portfolio turnover               88%         133%        134%        241%        210%        105%

======================================================================================================
* Annualized

</TABLE>

See notes to financial statements


20

<PAGE>

BALANCED PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (Unaudited)

1. SIGNIFICANT  ACCOUNTING  POLICIES  Balanced  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 Citicorp, which in turn, is a wholly-owned subsidiary of Citigroup
Inc.  Citigroup  Inc.  was  formed as a result of the  merger  of  Citicorp  and
Travelers Group, Inc. which was completed on October 8, 1998.
   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  Equity  securities  listed on securities
exchanges or reported  through the NASDAQ system are valued at last sale prices.
Unlisted  securities  or listed  securities  for which last sales prices are not
available  are valued at last quoted bid  prices.  Debt  securities  (other than
short-term  obligations  maturing in sixty 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 sixty
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 discount  earned,
adjusted for  amortization  of premium or discount on long-term debt  securities
when  required for federal  income tax  purposes.  Gain and loss from  principal
paydowns are  recorded as interest  income.  Dividend  income is recorded on the
ex-dividend date.
   C. U.S.  FEDERAL TAXES The  Portfolio is  considered a partnership  under the
U.S.  Internal  Revenue Code.  Accordingly,  no provision for federal  income or
excise tax 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


                                                                              21
<PAGE>

BALANCED PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (Unaudited)

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  agreement
investments.  Additionally, procedures have been established by the Portfolio to
monitor,  on a daily  basis,  the market  value  of the  repurchase  agreement's
underlying investments to ensure the existence of a proper level of collateral.
   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 2.0% 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 to maturity or duration of fixed income
securities in the Portfolio in an effort to reduce  potential  losses or enhance
potential  gains.  The underlying  value of a futures  contract is  incorporated
within unrealized  appreciation/depreciation  in   the  Portfolio of Investments
under  the  caption  "Futures  Contracts".  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


22

<PAGE>

BALANCED PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

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.

  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 advisory  fee paid to  Citibank,  amounted to
$530,594 for the six months ended June 30, 1999.  Advisory  fees are computed at
the annual rate of 0.40% of the  Portfolio's  average  daily net assets less the
aggregate  amount  (if any)  payable  by the  Portfolio  Trust  pursuant  to the
Sub-Adviser  Agreement  with  the  Subadviser.   Effective  May,  1999  Citibank
delegated the daily advisory of the Equity portion of the Portfolio to SSBC Fund
Management,  Inc.,  an affiliate of Citibank (the  "Subadviser").  The Portfolio
pays the  Subadviser  the  following  fees,  which are accrued daily and payable
monthly  and are at the annual  rates  equal to a  percentage  of the  aggregate
assets of the  Portfolio  allocated  to the  Subadviser:  0.65% on the first $10
million,  0.50% on the next $10 million, 0.40% on the next $10 million, 0.30% on
remaining assets.
   The advisory fees paid to the  Subadviser  amounted to $65,904 for the period
ended June 30, 1999.

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,  is computed at an annual
rate of 0.05% of the Portfolio's  average daily net assets.  The  Administrative
fees  amounted to $66,324 for the six months ended June 30, 1999.  Citibank acts
as Sub-Administrator  and performs certain duties and receives compensation from
SFG from time to time as agreed to by SFG and Citibank.  The  Portfolio  pays no
compensation  directly to any officer who is affiliated with the  Administrator,
all of whom receive  remuneration  for their  services to the Portfolio from the
Administrator  or its  affiliates.  Certain of the officers and a Trustee of the
Portfolio are officers or directors of the Administrator or its affiliates.


                                                                              23
<PAGE>

BALANCED PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

4. PURCHASES AND SALES OF INVESTMENTS Purchases and sales of investments,  other
than  short-term   obligations,   aggregated   $262,542,663   and   $238,574,503
respectively,  for the six months  ended June 30, 1999.  Purchases  and sales of
U.S.   Government   securities   aggregated  to  $92,411,000  and   $97,697,440,
respectively.

5. FEDERAL INCOME TAX BASIS OF INVESTMENTS The cost and unrealized
appreciation  (depreciation) in value of the investment securities owned at June
30, 1999, as computed on a federal income tax basis, are as follows:

Aggregate cost                                                   $272,630,661
================================================================================
Gross unrealized appreciation                                    $ 15,600,693
Gross unrealized depreciation                                      (6,776,905)
- --------------------------------------------------------------------------------
Net unrealized appreciation                                       $ 8,823,788
================================================================================

6.  LINE OF  CREDIT  The  Portfolio,  along  with the  other  Portfolios  in the
CitiFunds Family, has entered into an ongoing agreement with a bank which allows
the Funds  collectively  to borrow up to $75 million for  temporary or emergency
purposes.  Interest on the  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 six months  ended June 30, 1999,
the commitment fee allocated to the Portfolio was $337. Since the line of credit
was established, there have been no borrowings.


24




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