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497(e) File Nos. 2-90519 and 811-4007
SUPPLEMENT DATED SEPTEMBER 8, 1997
TO
PROSPECTUS DATED MAY 1, 1997
LANDMARK EQUITY FUND
LANDMARK SMALL CAP EQUITY FUND
Currently, Landmark Equity Fund invests all of its investable assets in Equity
Portfolio, and Landmark Small Cap Equity Fund invests all of its investable
assets in Small Cap Equity Portfolio. Subject to shareholder approval, the
Trustees of these Funds have approved an amendment to the Funds' Declaration of
Trust and fundamental investment restrictions to allow these Funds to invest in
one or more investment companies. The Board of Trustees has also approved,
subject to shareholder approval, new Management Agreements with Citibank for the
Funds and the Portfolios and new Rule 12b-1 Service Plans for the Funds.
Under the proposed Fund and Portfolio Management Agreements, Citibank will be
responsible for the overall management of each Fund's business affairs, and
those of its corresponding Portfolio, and will provide investment advisory as
well as administrative services to the Funds and Portfolios. If the proposed
Fund and Portfolio Management Agreements are approved by shareholders, the
Funds' and Portfolios' existing administrative services agreements will be
terminated.
Under the proposed Fund Management Agreements, the Equity Fund will pay Citibank
management fees equal on an annual basis to 0.30%, and the Small Cap Equity Fund
will pay Citibank management fees equal on an annual basis to 0.35%, of the
Fund's average daily net assets, compared to administrative services fees
currently payable by each of the Funds equal on an annual basis to 0.25% of the
Fund's average daily net assets.
Under the proposed Portfolio Management Agreements, Equity Portfolio will pay
Citibank management fees equal on an annual basis to 0.60% of that Portfolio's
average daily net assets, compared to aggregate investment advisory and
administrative services fees currently payable by that Portfolio equal on an
annual basis to 0.55% of its average daily net assets. Small Cap Equity
Portfolio will pay Citibank management fees equal on an annual basis to 0.75% of
that Portfolio's average daily net assets, compared to aggregate investment
advisory and administrative services fees currently payable by that Portfolio
equal on an annual basis to 0.80% of its average daily net assets.
Under the Funds' existing Rule 12b-1 Distribution Plans, the Funds may pay their
distributor a monthly distribution fee at an annual rate not to exceed 0.15% and
a monthly service fee at an annual rate not to exceed 0.25%, of the Funds'
average daily net assets. The existing Distribution Plans also permit the Funds
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 Plans, the Funds may pay monthly fees in
an amount not to exceed 0.25% per annum of the Funds' average daily net assets,
for both distribution and service matters. If the proposed Service Plans are
approved by shareholders, the existing Distribution Plans will be terminated.
Assuming the matters described above are approved by shareholders, it is not
expected that the Funds' total expense ratios will increase. Moreover, the
Equity Fund has no intention to change its current policy of investing all of
its investable assets in Equity Portfolio, and the Small Cap Equity Fund has no
current intention to change its current policy of investing all of its
investable assets in Small Cap Equity Portfolio.
This Supplement does not apply to Landmark Balanced Fund.
