497(e) File Nos. 33-6540 and 811-5033

                       SUPPLEMENT DATED SEPTEMBER 8, 1997
                                       TO
                          PROSPECTUS DATED MAY 1, 1997

                        LANDMARK INTERMEDIATE INCOME FUND


Currently, Landmark Intermediate Income Fund operates on a stand-alone basis;
that is, it invests directly in investment securities. The Fund has the ability
to convert to a two-tier, master/feeder structure whereby the Fund would invest
all of its investable assets in a single investment company. Subject to
shareholder approval, the Trustees of the Fund have approved an amendment to the
Funds' Declaration of Trust and fundamental investment restrictions to allow the
Fund to invest in one or more investment companies. The Board of Trustees has
also approved, subject to shareholder approval, a new Management Agreement with
Citibank and a new Rule 12b-1 Service Plan for the Fund.

Under the proposed Management Agreement, Citibank will be responsible for the
overall management of the Fund's business affairs, and will provide investment
advisory as well as administrative services to the Fund. If the proposed
Management Agreement is approved by shareholders, the Fund's existing advisory
and administrative services agreements will be terminated.

Under the proposed Management Agreement, the Fund will pay Citibank management
fees equal on an annual basis to 0.70% of the Fund's average daily net assets,
compared to advisory and administrative services fees currently payable by the
Fund equal on an annual basis to 0.60% of the Fund's average daily net assets.

Under the Fund's existing Rule 12b-1 Distribution Plan, the Fund may pay its
distributor a monthly distribution fee at an annual rate not to exceed 0.15% of
the Fund's average daily net assets. The existing Distribution Plan also permits
the Fund to pay the distributor an additional fee (not to exceed on an annual
basis 0.05% of average daily net assets) in anticipation of or as reimbursement
for print or electronic media advertising expenses incurred in connection with
the sale of Fund shares. Under the proposed Service Plan, the Fund may pay
monthly fees in an amount not to exceed 0.25% per annum of the Fund's average
daily net assets, for both distribution and service matters. If the proposed
Service Plan is approved by shareholders, the existing Distribution Plan will be
terminated.

Assuming the matters described above are approved by shareholders, it is not
expected that the Fund's total expense ratios will increase.

This Supplement does not apply to Landmark U.S. Government Income Fund.