As filed with the Securities and Exchange Commission on
December 31, 1997
File No. 811-07603
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 4 |X|
STANDISH, AYER & WOOD MASTER PORTFOLIO
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(Exact Name of Registrant as Specified in Charter)
P.O. Box 501
George Town, Grand Cayman
Cayman Island, B.W.I.
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(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (809) 949-2001
Richard S. Wood
Standish, Ayer & Wood, Inc.
One Financial Center
Boston, Massachusetts 02109
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(Name and Address of Agent for Service)
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EXPLANATORY NOTES
This Amendment No. 4 to the Registration Statement on Form N-1A (the
"Amendment") has been filed by the Registrant pursuant to Section 8(b) of the
Investment Company Act of 1940, as amended (the "1940 Act"), and Rule 8b-15
thereunder. However, beneficial interests in the series of the Registrant are
not registered under the Securities Act of 1933, as amended (the "1933 Act"),
because such interests will be issued solely in transactions that are exempt
from registration under the 1933 Act. Investments in the Registrant's series may
only be made by investment companies, insurance company separate accounts,
common or commingled trust funds or similar organizations or entities that are
"accredited investors" within the meaning of Regulation D under the 1933 Act.
The Amendment does not constitute an offer to sell, or the solicitation of an
offer to buy, any beneficial interests in any series of the Registrant.
This Amendment relates to the Standish Short Term Asset Reserve Portfolio
only and does not affect the registration of any other series of the Registrant.
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EXPLANATORY NOTE
Throughout this Part A and Part B of Standish Short Term Asset Reserve
Portfolio (the "Portfolio"), a series of Standish, Ayer & Wood Master Portfolio
(the "Portfolio Trust"), specified information concerning the Portfolio and the
Portfolio Trust is incorporated by reference from the most recently effective
post-effective amendment to the Registration Statement on Form N-1A (File Nos.
33-8214 and 811- 4813) of Standish, Ayer & Wood Investment Trust (the "Trust")
that relates to and includes the prospectus and statement of additional
information of Standish Short Term Asset Reserve Fund (the "Fund"). Further, to
the extent that information concerning the Portfolio and/or the Portfolio Trust
is so incorporated and the Trust files, pursuant to Rule 497 under the
Securities Act of 1933, as amended (the "1933 Act"), a revised prospectus or
statement of additional information of the Fund or a supplement to the Fund's
prospectus or statement of additional information that amends such incorporated
information, then the amended information contained in such Rule 497 filing is
also incorporated herein by reference. The Fund's current prospectus and
statement of additional information, as amended, revised or supplemented from
time to time, are referred to herein as the "Prospectus" and "SAI,"
respectively.
Dated: January 2, 1998
STANDISH, AYER & WOOD MASTER PORTFOLIO
STANDISH SHORT TERM ASSET RESERVE PORTFOLIO
PART A
THIS PART A DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN
OFFER TO BUY, ANY BENEFICIAL INTERESTS IN STANDISH SHORT TERM ASSET RESERVE
PORTFOLIO.
The Portfolio's Part B, of even date herewith, is incorporated by
reference into this Part A.
Responses to Items 1 through 3 and 5A have been omitted pursuant to
paragraph 4 of Instruction F of the General Instructions to Form N-1A.
ITEM 4. GENERAL DESCRIPTION OF REGISTRANT.
The Portfolio Trust is a no-load, open-end management investment company
which was organized as a master trust fund under the laws of the State of New
York on January 18, 1996. Beneficial interests in the Portfolio Trust are
divided into separate sub-trusts or series, each having distinct investment
objectives and policies,
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one of which, the Portfolio, is described herein. Beneficial interests in the
Portfolio are issued solely in transactions that are exempt from registration
under the 1933 Act. Investments in the Portfolio Trust may only be made by
investment companies, insurance company separate accounts, common or commingled
trust funds or similar organizations or entities that are "accredited investors"
within the meaning of Regulation D under the 1933 Act. This Registration
Statement does not constitute an offer to sell, or the solicitation of an offer
to buy, any "security" within the meaning of the 1933 Act.
INVESTMENT OBJECTIVE AND POLICIES
The Portfolio Trust incorporates by reference the information
concerning the Portfolio's investment objective, policies and restrictions
from the following sections of the Prospectus: "Investment Objective and
Policies," "Description of Securities and Related Risks," "Investment
Techniques and Related Risks" and "Information about the Master-Feeder
Structure."
ITEM 5. MANAGEMENT OF THE FUND.
The Portfolio Trust incorporates by reference information concerning the
Portfolio's and the Portfolio Trust's management from "Management" in the
Prospectus.
ITEM 6. CAPITAL STOCK AND OTHER SECURITIES.
The Portfolio Trust incorporates by reference information concerning the
master-feeder structure from "Information about the Master-Feeder Structure" in
the Prospectus.
The Portfolio Trust was organized as a trust under the laws of the State
of New York on January 18, 1996. Under the Declaration of Trust, the Trustees
are authorized to issue beneficial interests in separate series of the Portfolio
Trust. Each investor is entitled to a vote in proportion to the amount of its
investment in the Portfolio. Investments in the Portfolio may not be
transferred, but an investor may withdraw all or any portion of his investment
at any time at net asset value. Investors in the Portfolio (e.g., investment
companies, insurance company separate accounts and common and commingled trust
funds) will not be liable for the obligations of the Portfolio although they
will bear the risk of loss of their entire respective interests in the
Portfolio. However, there is a risk that interest-holders in the Portfolio may
be held personally liable as partners for the Portfolio's obligations. Because
the Portfolio Trust's Declaration of Trust disclaims interest-holder liability
and provides for indemnification against such liability, the risk of an investor
in the Portfolio incurring financial loss on account of such liability is
limited to
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circumstances in which both inadequate insurance existed and the Portfolio
itself was unable to meet its obligations.
The Portfolio Trust reserves the right to create and issue any number of
series, in which case investments in each series would participate equally in
earnings and assets of the particular series.
Investments in the Portfolio have no pre-emptive or conversion rights and
are fully paid and non-assessable, except as set forth above. The Portfolio
Trust is not required and has no current intention to hold annual meetings of
investors, but the Portfolio Trust will hold special meetings of investors when
in the judgment of the Trustees it is necessary or desirable to submit matters
for an investor vote. Changes in fundamental policies will be submitted to
investors for approval. Investors have under certain circumstances (e.g., upon
application and submission of certain specified documents to the Trustees by a
specified percentage of the aggregate value of the Portfolio Trust's outstanding
interests) the right to communicate with other investors in connection with
requesting a meeting of investors for the purpose of removing one or more
Trustees. Investors also have the right to remove one or more Trustees without a
meeting by a declaration in writing by a specified number of investors. Upon
liquidation of a Portfolio, investors would be entitled to share pro rata in the
net assets of the Portfolio available for distribution to investors.
As of the date of this Part A, the Fund beneficially owned approximately
100% of the then outstanding interests in the Portfolio and therefore controlled
the Portfolio.
Inquiries concerning the Portfolio should be made by contacting the
Portfolio at the Portfolio Trust's registered office in care of the Portfolio
Administrator, P.O. Box 501, Cardinal Avenue, George Town, Grand Cayman, Cayman
Islands, British West Indies.
Please see Item 7 for a discussion of the Portfolio's dividend policy.
ITEM 7. PURCHASE OF SECURITIES BEING OFFERED.
Beneficial interests in the Portfolio are issued solely in transactions
that are exempt from registration under the 1933 Act. See "General
Description of Registrant" above.
An investment in the Portfolio may be made without a sales load by certain
eligible investors. All investments are made at the net asset value next
determined after an order and payment for the investment is received by the
Portfolio or its agent by the designated cutoff time for each accredited
investor. There is no minimum initial or subsequent investment in the Portfolio.
However, because the
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Portfolio intends to be as fully invested at all times as is reasonably
practicable in order to enhance the yield on its assets, investments must be
made in federal funds (i.e., monies credited to the account of the Portfolio
Trust's custodian bank by a Federal Reserve Bank). The Portfolio Trust reserves
the right to cease accepting investments in the Portfolio at any time or to
reject any investment order.
The net asset value of the Portfolio is computed in U.S. dollars each day
on which the New York Stock Exchange ("NYSE") is open for trading ("Business
Day") (and on such other days as are deemed necessary in order to comply with
Rule 22c-1 under the 1940 Act). This determination is made as of the close of
regular trading on the NYSE which is normally 4:00 p.m., New York time (the
"Valuation Time").
Fixed income securities (other than money market instruments) for which
accurate market prices are readily available are valued at their current market
value on the basis of quotations, which may be furnished by a pricing service or
provided by dealers in such securities. Securities not listed on an exchange or
national securities market, certain mortgage-backed and asset-backed securities
and securities for which there were no reported transactions are valued at the
last quoted bid prices. Fixed income securities for which accurate market prices
are not readily available and all other assets are valued at fair value as
determined in good faith by Standish in accordance with procedures approved by
the Trustees, which may include the use of yield equivalents or matrix pricing.
Money market instruments with less than sixty days remaining to maturity when
acquired by the Portfolio are valued on an amortized cost basis unless the
Trustees determine that amortized cost does not represent fair value. If the
Portfolio acquires a money market instrument with more than sixty days remaining
to its maturity, it is valued at current market value until the sixtieth day
prior to maturity and will then be valued at amortized cost based upon the value
on such date unless the Trustees determine during such sixty-day period that
amortized cost does not represent fair value.
Each investor in the Portfolio may add to or reduce its investment in the
Portfolio on each Business Day. At each Valuation Time on each such Business
Day, the value of each investor's beneficial interest in the Portfolio will be
determined by multiplying the net asset value of the Portfolio by the
percentage, effective for that day, that represents that investor's share of the
aggregate beneficial interests in the Portfolio. Any additions or withdrawals,
which are to be effected on that day, will then be effected. The investor's
percentage of the aggregate beneficial interests in the Portfolio will then be
recomputed as the percentage equal to the fraction (i) the numerator of which is
the value of such investor's investment in the Portfolio as of the Valuation
Time, on such Business Day plus or minus, as the case may be, the amount of any
additions to or withdrawals from the investor's investment in the Portfolio
effected on such Business Day, and (ii) the denominator of which is the
aggregate net asset value of the Portfolio as of the Valuation Time, on such
Business Day plus or minus, as the case may be, the amount of the net additions
to or
A-4
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withdrawals from the aggregate investments in the Portfolio by all investors in
the Portfolio. The percentage so determined will then be applied to determine
the value of the investor's interest in the Portfolio as of the Valuation Time,
on the following Business Day.
The net income of the Portfolio shall consist of (i) all income accrued,
less the amortization of any premium, on the assets of the Portfolio, less (ii)
all actual and accrued expenses of the Portfolio determined in accordance with
generally accepted accounting principles ("Net Income"). Interest income
includes discount earned (including both original issue and market discount) in
discount paper accrued ratably to the date of maturity and any net realized
gains or losses on the assets of the Portfolio. All the Net Income of the
Portfolio is allocated pro rata among the investors in the Portfolio. The Net
Income is accrued daily and reflected in each investor's interest in the
Portfolio.
Under the anticipated method of operation of the Portfolio, it is expected
that the Portfolio will not be subject to any U.S. federal or state income tax.
However, any investor in the Portfolio that is subject to U.S. federal income
taxation will take into account its share (as determined in accordance with the
governing instrument of the Portfolio) of the Portfolio's items of income, gain,
loss, deduction and credit in determining its income tax liability, if any. The
determination of such share will be made in a manner that is intended to comply
with the Internal Revenue Code of 1986, as amended (the "Code"), and applicable
tax regulations.
It is intended that the Portfolio's assets, income and distributions will
be managed in such a way that any investor in the Portfolio that is otherwise
eligible to be treated as a regulated investment company should be able to
satisfy the requirements of Subchapter M of the Code, assuming that the investor
invests all of its investment securities (as such terms are used in the 1940
Act) in the Portfolio.
ITEM 8. REDEMPTION OR REPURCHASE.
An investor in the Portfolio may withdraw all or any portion of its
investment at the net asset value next determined after receipt by the Portfolio
or its agent, by the close of trading (normally 4:00 p.m. Eastern Time) on the
NYSE or, as of such earlier times at which the Portfolio's net asset value is
calculated on each Business Day, by a withdrawal request in proper form. The
proceeds of a withdrawal will be paid by the Portfolio in federal funds normally
on the Business Day the withdrawal is effected, but in any event within five
Business Days following receipt of the request. The Portfolio reserves the right
to pay redemptions in kind. Investments in the Portfolio may not be transferred.
The right of any investor to receive payment with respect to any
withdrawal may be suspended or the payment of the withdrawal proceeds postponed
during any
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period in which the NYSE is closed (other than weekends or holidays) or trading
on such exchange is restricted, or, to the extent otherwise permitted by the
1940 Act, if an emergency exists.
ITEM 9. PENDING LEGAL PROCEEDINGS.
Not applicable.
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APPENDIX
MOODY'S RATINGS DEFINITIONS FOR CORPORATE BONDS
Aaa - Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
Aa - Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long term risks appear somewhat larger than in Aaa securities.
A - Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.
Baa - Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
STANDARD & POOR'S RATINGS
DEFINITIONS
AAA - Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.
AA- Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the higher rated issues only in small degree.
A - Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.
BBB - Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt
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in this category than in higher rated categories.
DESCRIPTION OF DUFF & PHELPS
RATINGS FOR CORPORATE
BONDS
AAA - Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.
AA - High credit quality. Protection factors are strong. Risk is modest but may
vary slightly from time to time because of economic conditions.
A - Protection factors are average but adequate. However, risk factors are more
variable and greater in periods of economic stress.
BBB - Below average protection factors but still considered sufficient for
prudent investment. Considerable variability in risk during economic cycles.
FITCH INVESTORS SERVICE, INC.
LONG-TERM DEBT RATING
DEFINITIONS
AAA - Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.
AA - Bonds considered to be investment grade and of very high credit quality.
The obligor's ability to pay interest and repay principal is very strong,
although not quite as strong as bonds rated AAA. Because bonds rated in the AAA
and AA categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated F-1+.
A - Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
BBB - Bonds considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is considered
to be adequate. Adverse changes in economic conditions and circumstances,
however, are more likely to have adverse impact on these bonds, and therefore
impair timely payment. The likelihood that the ratings of these bonds will fall
below investment grade is higher than for bonds with higher ratings.
IBAC LONG TERM RATINGS
FOR CORPORATE BONDS
AAA - Obligations for which there is the lowest expectation of investment risk.
Capacity for timely repayment of principal and interest is substantial, such
that adverse changes in business, economic or financial conditions are unlikely
to increase investment risk substantially.
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AA - Obligations for which there is a very low expectation of investment risk.
Capacity for timely repayment of principal and interest is substantial. Adverse
changes in business, economic or financial conditions may increase investment
risk, albeit not very significantly.
A - Obligations for which there is currently a low expectation of investment
risk. Capacity for timely repayment of principal and interest is strong,
although adverse changes in business, economic or financialconditions may lead
to increased investment risk.
BBB - Obligations for which there is currently a low expectation of investment
risk. Capacity for timely repayment of principal and interest is adequate,
although adverse changes in business, economic or financial conditions are more
likely to lead to increased investment risk than for obligations in other
categories.
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Dated: January 2, 1998
STANDISH, AYER & WOOD MASTER PORTFOLIO
STANDISH SHORT TERM ASSET RESERVE PORTFOLIO
PART B
ITEM 10. COVER PAGE.
This Part B expands upon and supplements the information contained in Part
A of Standish Short Term Asset Reserve Portfolio (the "Portfolio"), a separate
investment series of Standish, Ayer & Wood Master Portfolio (the "Portfolio
Trust"). This Part B should be read in conjunction with such Part A. NEITHER
PART A NOR THIS PART B CONSTITUTES AN OFFER TO SELL, OR THE SOLICITATION OF AN
OFFER TO BUY, ANY BENEFICIAL INTERESTS IN THE STANDISH SHORT TERM ASSET RESERVE
PORTFOLIO.
ITEM 11. TABLE OF CONTENTS. PAGE
General Information and History ...................................... B-1
Investment Objective and Policies .................................... B-1
Management of the Portfolio .......................................... B-2
Control Persons and Principal Holders of Securities .................. B-3
Investment Advisory and Other Services ............................... B-3
Brokerage Allocation and Other Practices ............................. B-3
Capital Stock and Other Securities ................................... B-4
Purchase, Redemption and Pricing of Securities Being Offered ......... B-4
Tax Status ........................................................... B-4
Underwriters ......................................................... B-7
Calculation of Performance Data ...................................... B-7
Financial Statements ................................................. B-7
ITEM 12. GENERAL INFORMATION AND HISTORY.
Not applicable.
ITEM 13. INVESTMENT OBJECTIVE AND POLICIES.
Part A contains additional information about the investment objective and
policies of the Portfolio. This Part B should be read only in conjunction with
Part A.
B-1
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This section contains supplemental information concerning the types of
securities and other instruments in which the Portfolio may invest, the
investment policies and portfolio strategies that the Portfolio may utilize and
certain risks attendant to those investments, policies and strategies.
The Portfolio Trust incorporates by reference the information
concerning the Portfolio's investment objective, policies and restrictions
from the following sections of the SAI: "Investment Objective and Policies"
and "Investment Restrictions."
ITEM 14. MANAGEMENT OF THE PORTFOLIO.
Trustees and Officers of the Portfolio Trust. The Trustees of the
Portfolio Trust are identical to the Trustees of the Trust. The officers of the
Portfolio Trust are Messrs. Clayson, Ladd, Wood, Hollis, Martins, Hanlon and
Stuehr and Mdmes. Banfield, Chase, Herrmann, Kneeland, Broccoli and
Walcott-Abramson, who hold the same office with the Portfolio Trust as with the
Trust. The Portfolio Trust incorporates by reference the information concerning
the management of the Portfolio and the Portfolio Trust from "Management" in the
SAI.
Compensation of Trustees and Officers. The Portfolio Trust pays no
compensation to the Trustees of the Portfolio Trust that are affiliated with the
Adviser or to the Portfolio Trust's officers. None of the Trustees or officers
have engaged in any financial transactions with the Portfolio Trust or the
Adviser during the fiscal year ended December 31, 1997, except that certain
Trustees and officers who are directors and shareholders of Standish may, from
time to time, purchase additional shares of common stock of the Adviser.
As of the date of this Part B, the Portfolio has not paid any Trustees'
fees. The following table estimates the compensation to be paid by the Portfolio
to the Portfolio Trust's Trustees as of the Portfolio's fiscal year ending
December 31, 1998:
Pension or
Retirement Total
Benefits Compensation
Accrued as from
Part of Portfolio and
Portfolio's Other Funds
Name of Trustee The Portfolio Expenses in Complex*
--------------- ------------- -------- -----------
D. Barr Clayson $0 $0 $0
Samuel C. Fleming 12,702 0 12,702
Benjamin M. Friedman 12,702 0 12,702
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John H. Hewitt 12,903 0 12,903
Edward H. Ladd 0 0 0
Caleb Loring, III 12,702 0 12,702
Richard S. Wood 0 0 0
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* As of the date of this Part B there were 17 registered investment
companies (or series thereof) in the fund complex, 6 of which were series
of the Portfolio Trust. Total compensation is presented for the calendar
year ended December 31, 1996.
ITEM 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
As of the date of this Part B, the Trustees and officers of the Portfolio
Trust as a group beneficially owned (i.e., had voting and/or investment power)
less than 1% of the then outstanding interests of the Portfolio. As of the date
of this Part B, the Standish Short Term Asset Reserve Fund beneficially owned
approximately 100% of the then outstanding interests of the Portfolio and
therefore controlled the Portfolio. Accordingly, the Fund may be able to take
actions with respect to the Trust (i.e., elect Trustees or approve an advisory
agreement) without the approval of other investors in the Portfolio. The
Standish Short Term Asset Reserve Fund is a separate diversified series of the
Standish, Ayer & Wood Investment Trust, an open-end investment company, located
at One Financial Center, Boston, MA 02111.
Registered investment companies investing in the Portfolio have informed
the Portfolio that whenever such an investor is requested to vote on matters
pertaining to the fundamental policies of the Portfolio, the investment company
will hold a meeting of shareholders and will cast its votes as instructed by the
company's shareholders.
ITEM 16. INVESTMENT ADVISORY AND OTHER SERVICES.
The Portfolio Trust incorporates by reference information concerning the
Portfolio's and the Portfolio Trust's investment advisory and other services
from "Management" in the SAI.
Custodian. Investors Bank & Trust Company, 200 Clarendon Street, Boston,
Massachusetts 02116, serves as custodian of all cash and securities of the
Portfolio.
Independent Accountants. Coopers & Lybrand L.L.P., One Post Office Square,
Boston, Massachusetts 02109, serves as independent accountants for the Portfolio
Trust and will audit the Portfolio's financial statements annually.
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ITEM 17. BROKERAGE ALLOCATION AND OTHER PRACTICES.
The Portfolio Trust incorporates by reference information concerning the
Portfolio's and the Portfolio Trust's brokerage allocations and other practices
from "Portfolio Transactions" in the SAI.
ITEM 18. CAPITAL STOCK AND OTHER SECURITIES.
The Portfolio Trust incorporates by reference the section entitled "The
Portfolio and Its Investors" in the SAI.
ITEM 19. PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED.
Beneficial interests in the Portfolio are issued solely in transactions
that are exempt from registration under the Securities Act of 1933. See
"General Description of Registrant," "Purchase of Securities Being Offered"
and "Redemption or Repurchase" in Part A.
The Portfolio Trust incorporates by reference information concerning the
Portfolio's and the Portfolio Trust's pricing of interests being offered from
"Determination of Net Asset Value" in the SAI.
The Portfolio intends to pay redemption proceeds in cash for all interests
redeemed but, under certain conditions, the Portfolio may make payment wholly or
partly in portfolio securities. The Portfolio will select such securities in a
manner it considers equitable, regardless of the composition of the Portfolio's
portfolio at the time of the redemption in-kind. Portfolio securities paid upon
withdrawal or reduction of an interest-holder's investment in the Portfolio will
be valued at their then current market value. The Portfolio Trust has elected to
be governed by the provisions of Rule 18f-1 under the 1940 Act which limits the
Portfolio's obligation to make cash redemption payments to any investor during
any 90-day period to the lesser of $250,000 or 1% of the Portfolio's net asset
value at the beginning of such period. An investor may incur brokerage costs in
converting portfolio securities received upon redemption to cash. The Portfolio
intends that it will not redeem an investor's interest in-kind except in
circumstances in which the particular investor is permitted to redeem in-kind or
in the event that the particular investor completely withdraws its interest in
the Portfolio.
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ITEM 20. TAX STATUS.
The Portfolio Trust incorporates by reference information concerning the
Portfolio's and the Portfolio Trust's tax status from "Taxation" in the SAI.
There are certain tax issues that will be relevant to only certain of the
investors, such as investors who contribute assets rather than cash to the
Portfolio. It is intended that such contributions of assets will not be taxable,
provided certain requirements are met. Such investors are advised to consult
their own tax advisors as to the tax consequences of an investment in the
Portfolio.
Non-U.S. Investors
The following is a discussion of the principal U.S. federal income tax
consequences of an investment in the Portfolio by an entity that is organized or
established under Non-U.S. laws and that is or would be properly classified as a
corporation under the entity classification principles of U.S. tax law (a
"Foreign Investor"). This discussion assumes that, without considering the
effect, if any, of an investment in the Portfolio, the Foreign Investor will not
be engaged in a trade or business in the U.S. and that the Foreign Investor will
not have any activities in or connections with the U.S. other than its
investment in the Portfolio. This discussion also assumes that the Portfolio
will be classified as a partnership for U.S.
federal income tax purposes.
The Portfolio intends to operate so that Foreign Investors in the
Portfolio would not be considered to be engaged in a trade or business in the
U.S. solely as a result of investing in the Portfolio, under special U.S.
federal income tax provisions applicable to certain entities the principal
business of which is trading in stocks or securities for their own account.
Consequently, it is anticipated that a Foreign Investor in the Portfolio will
generally not incur any U.S. taxes in respect of the ownership or disposition of
its interest in the Portfolio, including upon the allocation or distribution to
it of the ordinary income and capital gains realized by the Portfolio, with the
exception described in the next sentence. Foreign Investors may be subject to
nonresident alien withholding tax (which would be withheld by the Portfolio or
its agent and paid to U.S. tax authorities) at the rate of 30% (or a reduced
rate if an income tax treaty rate reduction is available) on certain amounts
treated as ordinary income allocated to them by the Portfolio, except to the
extent a U.S. withholding tax exemption may be available. Such an exemption will
generally be available principally for (i) interest income that qualifies as
"portfolio interest" under U.S. tax law, (ii) other interest from certain
short-term debt obligations or bank deposits, and (iii) interest and dividends
that are treated as non-U.S. source income under the Internal Revenue Code of
1986, as amended (the "Code") (e.g., in general, interest or dividends paid with
respect to the Portfolio's investments in stock or securities of non-U.S.
companies or non-U.S. governmental entities, which may be subject to
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withholding or other taxes imposed by the countries in which such issuers are
located). Such an exemption will not, however, be available for dividend income
the Portfolio receives with respect to its investments in stock of U.S.
corporations, certain U.S.-source interest that does not qualify as portfolio
interest, and possibly certain other income. U.S. withholding taxes could also
apply to gains attributable to any interests held by the Portfolio in U.S. real
property other than interests held solely as a creditor, but the Portfolio
anticipates that it will generally not hold the types of interests in U.S. real
property to which these withholding taxes apply.
If the Portfolio were considered to be engaged in a U.S. trade or business
for U.S. federal income tax purposes, any Foreign Investor in the Portfolio
would also be considered to be engaged in a U.S. trade or business and would be
subject to U.S. federal income tax on its allocable share of any income of the
Portfolio which is considered to be effectively connected with such U.S. trade
or business ("Effectively Connected Income"). The tax on Effectively Connected
Income would be imposed on a net basis at the rates applicable to U.S. taxpayers
generally (and the after-tax amount of such income could also be subject to a
separate branch profits tax at a 30% rate). The Portfolio would be required to
withhold tax from the portion of its Effectively Connected Income which is
allocable to Foreign Investors at the highest rates applicable to U.S. taxpayers
(whether or not distributions are made by the Portfolio to such Foreign
Investors during the taxable year). To the extent the income of the Portfolio
constitutes Effectively Connected Income, a Foreign Investor may also be subject
to U.S. federal income tax on some or all of the gain it recognizes on the
disposition of its interest in the Portfolio. As stated above, the Portfolio
intends to operate in a manner that will not result in the Portfolio's income
being treated as Effectively Connected Income.
The U.S. nonresident alien withholding taxes which may be applicable to a
Foreign Investor's allocable share of some of the Portfolio's income might in
some cases be reduced or eliminated under a tax treaty between the U.S. and the
foreign country of which the Foreign Investor is a resident, if that country has
an income tax treaty with the U.S., the Foreign Investor qualifies for benefits
under that treaty, the treaty applies to investments made through partnership
entities like the Portfolio, and any other applicable requirements can be
satisfied. Prospective Foreign Investors should consult their tax advisors
regarding the potential applicability to them of an income tax treaty and the
procedures for qualifying for treaty benefits.
Massachusetts Taxation
A Foreign Investor or U.S. investor that is properly classified as a
corporation under U.S. federal and Massachusetts tax principles (collectively,
an "Investor") might be required to pay Massachusetts corporate excise tax if
the Investor or the Portfolio has sufficient activities in or contacts with the
Commonwealth of Massachusetts ("tax nexus") to be subject to Massachusetts
taxing jurisdiction. The Portfolio intends to
B-6
<PAGE>
conduct its operations so that it should not have tax nexus with Massachusetts
and, consequently, an Investor that is not otherwise subject to Massachusetts
taxation should not become subject to Massachusetts taxation solely by virtue of
investing in the Portfolio. It should be noted that, under present Massachusetts
tax law, an Investor that qualifies as a RIC under the federal income tax
provisions incorporated in Massachusetts law will not be required to pay any
Massachusetts income or Massachusetts corporate excise or franchise tax even if
tax nexus with Massachusetts does exist as a result of investing in the
Portfolio.
ITEM 21. UNDERWRITERS.
Not applicable.
ITEM 22. CALCULATION OF PERFORMANCE DATA.
Not applicable.
ITEM 23. FINANCIAL STATEMENTS.
Investors will receive the Portfolio's unaudited semi-annual reports and
annual reports audited by the Portfolio's independent accountants, Coopers &
Lybrand L.L.P.
B-7
<PAGE>
STANDISH, AYER & WOOD MASTER PORTFOLIO
PART C
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS
Not applicable.
(b) EXHIBITS
1(a). Declaration of Trust of the Registrant.*
1(b). Establishment and Designation of Series for Standish Small
Capitalization Equity Portfolio II.**
1(c). Establishment and Designation of Series for Standish
Diversified Income Portfolio.***
1(d). Establishment and Designation of Series for Standish Short
Term Asset Reserve Portfolio.+
2. By-Laws of the Registrant.*
5(a). Form of Investment Advisory Agreement between the Registrant,
with respect to Standish Fixed Income Portfolio, and Standish,
Ayer & Wood, Inc. ("Standish").*
5(b). Form of Investment Advisory Agreement between the Registrant,
with respect to Standish Equity Portfolio, and Standish.*
5(c). Form of Investment Advisory Agreement between the Registrant,
with respect to Standish Small Capitalization Equity
Portfolio, and Standish.*
5(d). Form of Investment Advisory Agreement between the Registrant,
with respect to Global Fixed Income Portfolio, and Standish
International Management Company, L.P. ("SIMCO").*
5(e). Investment Advisory Agreement between the Registrant with
respect to Standish Small Capitalization Equity Portfolio II
and Standish.**
<PAGE>
5(f). Investment Advisory Agreement between the Registrant with
respect to Standish Diversified Income Portfolio and SIMCO.***
5(g). Investment Advisory Agreement between the Registrant with
respect to Standish Short Term Asset Reserve Portfolio and
SIMCO.+
8(a). Master Custody Agreement between the Registrant and Investors
Bank & Trust Company.*
8(b). Amendment dated October 5, 1996 to Master Custody Agreement
with respect to Standish Small Capitalization Portfolio II.**
8(c). Form of Amendment dated June 2, 1997 to Master Custody
Agreement with respect to Standish Diversified Income
Portfolio.***
8(d). Form of Amendment to Master Custody Agreement with respect to
Standish Short Term Asset Reserve Portfolio.+
9(a). Administration Agreement between the Registrant and IBT Trust
Company (Cayman) Ltd.*
9(b). Amendment dated October 5, 1996 to the Administration
Agreement with respect to Standish Small Capitalization Equity
Portfolio II.**
9(c). Form of Amendment dated June 2, 1997 to the Administration
Agreement with respect to Standish Diversified Income
Portfolio.+
19(a). Power of Attorney (Richard S. Wood).***
19(b). Power of Attorney (Samuel C. Fleming, Benjamin M. Friedman,
John H. Hewitt, Edward H. Ladd, Caleb Loring III, Richard S.
Wood and D. Barr Clayson).***
19(c). Power of Attorney (Anne P. Herrmann).***
19(d). Power of Attorney (James E. Hollis III).***
19(e). Power of Attorney (Paul G. Martins).+
- ------------------------
+ Filed herewith
C-2
<PAGE>
* Filed as an exhibit to Registrant's Registration Statement on
Form N-1A (File No. 811-07603) on April 25, 1996 and incorporated by
reference herein.
** Filed as an exhibit to Amendment No. 1 to the Registrant's Registration
Statement on Form N-1A (File No. 811-07603) on October 10, 1996 and
incorporated by reference herein.
*** Filed as an exhibit to Amendment No. 2 to the Registrant's Registration
Statement on Form N-1A (File No. 811-07603) on April 30, 1997 and
incorporated by reference herein.
**** Filed as an exhibit to Amendment No. 3 to the Registrant's Registration
Statement on Form N-1A (File No. 811-07603) on June 2, 1997 and
incorporated by reference herein.
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
Series of Beneficial Interests (as of December 1, 1997)
------------------------------ ------------------------
Standish Fixed Income Portfolio 2
Standish Equity Portfolio 3
Standish Small Capitalization Equity 2
Portfolio
Standish Small Capitalization Equity 2
Portfolio II
Standish Global Fixed Income Portfolio 2
Standish Diversified Income Portfolio 2
Standish Short Term Asset Reserve 0
Portfolio
ITEM 27. INDEMNIFICATION.
Reference is hereby made to Article V of the Registrant's Declaration of
Trust, filed as an Exhibit herewith.
C-3
<PAGE>
Under the Registrant's Declaration of Trust, any past or present Trustee
or officer of the Registrant is indemnified to the fullest extent permitted by
law against liability and all expenses reasonably incurred by him in connection
with any action, suit or proceeding to which he may be a party or is otherwise
involved by reason of his being or having been a Trustee or officer of the
Registrant. The Declaration of Trust of the Registrant does not authorize
indemnification where it is determined, in the manner specified in the
Declaration, that such Trustee or officer has not acted in good faith in the
reasonable belief that his actions were in the best interest of the Registrant.
Moreover, the Declaration does not authorize indemnification where such Trustee
or officer is liable to the Registrant or its investors by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of his or her
duties.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to Trustees, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a Trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by any such Trustee, officer or controlling person
against the Registrant in connection with the securities being registered, and
the Commission is still of the same opinion, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
Standish, Ayer & Wood, Inc. and Standish International Management Company,
L.P.:
The business and other connections of the officers and Directors of
Standish, the investment adviser to all series of the Registrant, other than
Standish Global Fixed Income Portfolio and Standish Diversified Income
Portfolio, are listed on the Form ADV of Standish as currently on file with the
Commission (File No. 801-584). The business and other connections of the
officers and partners and Standish Diversified Income Portfolio of SIMCO, the
investment adviser to Standish Global Fixed Income Portfolio are listed on the
Form ADV of SIMCO as currently on file with the Commission (File No.
801-639338). The following sections of each such Form ADV are incorporated
herein by reference:
(a) Items 1 and 2 of Part 2;
C-4
<PAGE>
(b) Section IV, Business Background, of each Schedule D.
ITEM 29. PRINCIPAL UNDERWRITERS.
Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
The Registrant maintains the records required by Section 31(a) of the
Investment Company Act of 1940 and Rules 31a-1 to 31a-3 inclusive thereunder at
its registered office, located in care of IBT Trust Company (Cayman) Ltd., The
Bank of Nova Scotia Building, George Town, Grand Cayman, Cayman Islands, British
West Indies. Certain records, including records relating to the Registrant's
shareholders and the physical possession of its securities, may be maintained
pursuant to Rule 31a-3 at the main offices of the Registrant's custodian.
ITEM 31. MANAGEMENT SERVICES.
Not applicable.
ITEM 32. UNDERTAKINGS.
Not applicable.
C-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, as
amended, the Registrant has duly caused this Amendment to its Registration
Statement on Form N-1A to be signed on its behalf by the undersigned, thereto
duly authorized, in Tucker's Town, Bermuda on the 11th day of July, 1997.
STANDISH, AYER & WOOD MASTER PORTFOLIO
By: /s/ Richard S. Wood
------------------------
Name: Richard S. Wood
Title: President
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1(d). Establishment and Designation of Series for Standish Short
Term Asset Reserve Portfolio.
5(g). Investment Advisory Agreement between the Registrant with
respect to Standish Short Term Asset Reserve and Standish.
8(d). Form of Amendment to Master Custody Agreement with respect
to Standish Short Term Asset Reserve Portfolio.
19(e). Power of Attorney (Paul G. Martins).
STANDISH, AYER & WOOD MASTER PORTFOLIO
Certificate of Designation
The undersigned, being the Assistant Secretary of Standish, Ayer & Wood
Master Portfolio (the "Portfolio Trust"), a trust with non-transferable
Interests, DOES HEREBY CERTIFY that, pursuant to the authority conferred upon
the Trustees of the Portfolio Trust by Article VI, ss.6.2 of the Agreement and
Declaration of Trust, dated January 18, 1996 (the "Declaration of Trust"), and
by the affirmative vote of a Majority of the Trustees at a meeting duly called
and held on July 11 and 12, 1997, the Declaration of Trust is amended as set
forth in this Certificate of Designation.
A. There is hereby established and designated an additional Series of
the Portfolio Trust: "Standish Short-Term Asset Reserve Portfolio"
(the "New Series").
B. The Interests in the New Series have the following relative rights
and preferences:
(1) ASSETS BELONGING TO NEW SERIES. All consideration received by
the Portfolio Trust for the issue or sale of Interests in the
New Series, together with all assets in which such
consideration is invested or reinvested, all income, earnings,
profits, and proceeds thereof, including any proceeds derived
from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall be held by
the Trustees in a separate trust for the benefit of the
Holders of Interests in the New Series and shall irrevocably
belong to the New Series for all purposes, and shall be so
recorded upon the books of account of the Portfolio Trust.
Such consideration, assets, income, earnings, profits, and
proceeds thereof, including any proceeds derived from the
sale, exchange or liquidation of such assets, and any funds or
payments derived from any reinvestment of such proceeds, in
whatever form the same may be, are herein referred to as
"assets belonging to" the New Series. No Series shall have any
right to or interest in the assets belonging to the New
Series, and no Holder shall have any right or interest with
respect to the assets belonging to any Series in which it does
not hold an Interest.
(2) LIABILITIES BELONGING TO NEW SERIES. The assets belonging to
the New Series shall be charged with the liabilities
-1-
<PAGE>
in respect of the New Series and all expenses, costs, charges
and reserves attributable to the New Series. The liabilities,
expenses, costs, charges and reserves so charged to the New
Series are herein referred to as "liabilities belonging to"
the New Series. No Series shall be liable for or charged with
the liabilities belonging to the New Series, and no Holder
shall be subject to any liabilities belonging to any Series in
which it does not hold an Interest.
(3) VOTING. On each matter submitted to a vote of the Holders,
each Holder shall be entitled to a vote proportionate to its
Interest as recorded on the books of the Portfolio Trust. Each
Series shall vote as a separate class except as to voting for
Trustees, as otherwise required by the 1940 Act, or if
determined by the Trustees to be a matter which affects all
Series. As to any matter which does not affect the interest of
all Series, only the Holders in the one or more affected
Series shall be entitled to vote. On each matter submitted to
a vote of the Holders, a Holder may apportion its vote with
respect to a proposal in the same proportion as its own
shareholders voted with respect to that proposal.
C. The assets and liabilities of the Portfolio Trust existing on the
date hereof shall, except as provided in paragraph B above, remain
allocated among the Series designated as Standish Equity Portfolio,
Standish Global Fixed Income Portfolio, Standish Small
Capitalization Equity Portfolio, Standish Fixed Income Portfolio,
Standish Small Capitalization Equity Portfolio II and Standish
Diversified Income Portfolio.
D. The Trustees shall have the right at any time and from time to time
to reallocate the assets and expenses or to change the designation
of any Series now or hereafter created, or to otherwise change the
relative rights and preferences of any such Series, provided that
such change shall not adversely affect the rights of Holders.
E. The Interests of the Portfolio Trust outstanding on the date set
forth in the resolution of the Trustees establishing and designating
the New Series of the Portfolio Trust shall remain classified as
Interests of the Series designated as:
Standish Equity Portfolio
Standish Global Fixed Income Portfolio
Standish Small Capitalization Equity Portfolio
Standish Fixed Income Portfolio
Standish Small Capitalization Equity Portfolio II
-2-
<PAGE>
Standish Diversified Income Portfolio
F. The Trustees shall have exclusive power without the requirement of
Holder approval to establish and designate additional Series of the
Portfolio Trust and, subject to the provisions of the Declaration of
Trust and the 1940 Act, to fix and determine the rights of Holders
of Interests in such Series, including with respect to the price,
terms and manner of purchase and redemption, dividends and other
distributions, rights on liquidation, sinking or purchase fund
provisions, conversion rights and conditions under which the Holders
of the several Series shall have separate voting rights or no voting
rights.
G. All capitalized terms not defined herein shall have the same
meanings as are assigned to those terms in the Declaration of Trust.
The Trustees further direct that, upon the execution of this Certificate
of Designation, the Portfolio Trust take all necessary action to file a copy of
this Certificate of Designation at any place required by law or by the
Declaration of Trust.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Designation in Tucker's Town, Bermuda this 11th day of July, 1997.
STANDISH, AYER & WOOD
MASTER PORTFOLIO
By: /s/ Anne P. Herrmann
---------------------------
Its: Secretary
--------------------------
-3-
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of the close of business this 2nd day of January, 1998,
by and between Standish, Ayer & Wood Master Portfolio, an unincorporated trust
organized under the laws of the State of New York (the "Portfolio Trust") and
Standish, Ayer & Wood, Inc., a Massachusetts corporation (the "Adviser").
W I T N E S S E T H:
WHEREAS, the Portfolio Trust is engaged in business as an open-end
management investment company and is so registered under the Investment Company
Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the assets held by the Trustees of the Portfolio Trust may be
divided into separate funds, each with its own separate investment portfolio,
investment objectives, policies and purposes; and
WHEREAS, the Adviser is engaged in the business of rendering investment
advisory and management services, and is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Portfolio Trust desires to retain the Adviser to furnish
investment advisory services to the Standish Short-Term Asset Reserve Portfolio
(the "Portfolio"), a separate fund of the Portfolio Trust, and the Adviser is
willing to furnish such services;
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
1. Appointment of the Adviser. The Portfolio Trust hereby appoints the
Adviser to act as investment adviser of the Portfolio for the period and on the
terms herein set forth. The Adviser accepts such appointment and agrees to
render the services herein set forth, for the compensation herein provided. The
Adviser shall for all purposes herein be deemed an independent contractor and
shall, unless expressly otherwise provided, have no authority to act for or
represent the Portfolio in any way nor shall otherwise be deemed an agent of the
Portfolio.
2. Duties of the Adviser.
(a) The Adviser, at its expense, will furnish continuously an investment
program for the Portfolio, will determine, subject to the overall supervision
and review of the Trustees of the Portfolio Trust what investments shall be
purchased, held, sold or exchanged by the Portfolio and what portion, if any, of
the assets of the Portfolio will be held uninvested, and shall, on behalf of the
Portfolio Trust, make changes in the investments of the Portfolio. Subject
always to the supervision of the Trustees of the Portfolio Trust and to the
provisions of the Portfolio Trust's
<PAGE>
Agreement and Declaration of Trust and Bylaws and of the 1940 Act, the Adviser
will also manage, supervise and conduct the other affairs and business of the
Portfolio and matters incidental thereto. The Adviser, and any affiliate
thereof, shall be free to render similar services to other investment companies
and other clients and to engage in other activities, so long as the services
rendered hereunder are not impaired.
(b) The Portfolio shall bear the expenses of its operations, including
legal and auditing services, taxes and governmental fees, certain insurance
premiums, costs of notices and reports to interest-holders, typesetting and
printing of registration and financial statements for regulatory purposes and
for distribution to existing and prospective interest-holders, bookkeeping and
interest pricing expenses, fees and disbursements of the Portfolio Trust's
custodian, administrator, transfer and dividend disbursing agent or registrar,
or interest and other like expenses properly payable by the Portfolio Trust.
3. Compensation of the Adviser.
(a) As full compensation for the services and facilities furnished by the
Adviser under this Agreement, the Portfolio Trust agrees to pay to the Adviser a
fee equal at an annual rate to 0.25% of the Portfolio's average daily net
assets. Such fees shall be accrued when computed and payable monthly. For
purposes of calculating such fee, the Portfolio's average daily net asset value
shall be determined by taking the average of all determinations of net asset
value made in the manner provided in the Portfolio's current prospectus and
statement of additional information.
(b) The compensation payable to the Adviser hereunder for any period less
than a full month during which this Agreement is in effect shall be prorated
according to the proportion which such period bears to a full month.
4. Limitation of Liability of Adviser. The Adviser shall not be liable for
any error of judgment or mistake of law or for any loss suffered by the
Portfolio Trust in connection with any investment policy or the purchase, sale
or retention of any securities on the recommendation of the Adviser; provided,
however, that nothing herein contained shall be construed to protect the Adviser
against any liability to the Portfolio Trust by reason of willful misfeasance,
bad faith or gross negligence in the performance of its duties, or by reason of
reckless disregard of its obligations and duties under this Agreement.
5. Term and Termination.
(a) This Agreement shall become effective on the date hereof. Unless
terminated as herein provided, this Agreement shall remain in full force and
effect until December 31, 1999 and shall continue in full force and effect for
successive
-2-
<PAGE>
periods of one year thereafter, but only so long as each such continuance is
approved annually (1) by either the Trustees of the Portfolio Trust or by vote
of a majority of the outstanding voting securities (as defined in the 1940 Act)
of the Portfolio, and, in either event, and (ii) by vote of a majority of the
Trustees of the Portfolio Trust who are not parties to this Agreement or
"interested persons" (as defined in the 1940 Act) of any such party, cast in
person at a meeting called for the purpose of voting on such approval.
(b) This Agreement may be terminated at any time without the payment of
any penalty by vote of the Trustees of the Portfolio Trust or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act) of
the Portfolio or by the Adviser, on sixty days' written notice to the other
party.
(c) This Agreement shall automatically and immediately terminate in the
event of its assignment as defined in the 1940 Act.
6. Limitation of Liability. The phrase "Standish, Ayer & Wood Master
Portfolio" means and refers to the Trustees from time to time serving under the
Agreement and Declaration of Trust of the Portfolio Trust dated January 18,
1996, as the same may subsequently thereto have been, or subsequently hereto be,
amended. It is expressly agreed that the obligations of the Portfolio Trust
hereunder shall not be binding upon any of the Trustees, interest-holders,
nominees, officers, agents or employees of the Portfolio Trust, personally, but
shall bind only the trust property of the Portfolio Trust as provided in the
Agreement and Declaration of Trust of the Portfolio Trust. The execution and
delivery of this Agreement have been authorized by the Trustees and
interest-holders of the Portfolio and this Agreement has been signed by an
authorized officer of the Portfolio Trust, acting as such, and neither such
authorization by such Trustees and interest-holders nor such execution and
delivery by such officer shall be deemed to have been made by any of them, but
shall bind only the trust property of the Portfolio Trust as provided in the
Agreement and Declaration of Trust.
-3-
<PAGE>
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
duly executed as of the date first written above.
STANDISH, AYER & WOOD MASTER PORTFOLIO,
on behalf of STANDISH SHORT-TERM ASSET
RESERVE PORTFOLIO
Attest:
/s/ Richard S. Wood
- ---------------------------- ----------------------------------
Richard S. Wood, President
STANDISH, AYER & WOOD, INC.
Attest:
By: /s/ James E. Hollis III
- ---------------------------- -----------------------------
Its:
-----------------------------
-4-
STANDISH, AYER & WOOD MASTER PORTFOLIO
P.O. Box 501
George Town, Grand Cayman
Cayman Island, B.W.I.
January 2, 1998
Investors Bank & Trust Company
One First Canadian Place
King Street West, Suite 2000
P.O. Box 231
Toronto, Canada M5X 1C8
Re: Custodian Agreement (the "Agreement")
Ladies and Gentlemen:
Attached is an amendment to Appendix A (the "Amendment") to the Agreement
between Standish, Ayer & Wood Master Portfolio (the "Trust") and you. Pursuant
to ss.17 of the Agreement, the Trust proposes that the Agreement be amended to
include an additional series of the Trust named in the Amendment in bold.
Please indicate your acceptance of the foregoing by executing the four
originals of this letter agreement, returning two to the Trust and retaining two
for your records.
Very truly yours,
Standish, Ayer & Wood Master Portfolio Investors Bank & Trust Company
By: _______________________________ By:_____________________________
Name:______________________________ Name:___________________________
Title:_____________________________ Title:__________________________
<PAGE>
CUSTODIAN AGREEMENT
between Standish, Ayer & Wood Master Portfolio
and Investors Bank & Trust Company
APPENDIX A
(Revised January 2, 1998)
Standish Fixed Income Portfolio
Standish Equity Portfolio
Standish Small Capitalization Equity Portfolio
Standish Global Fixed Income Portfolio
Standish Small Capitalization Equity Portfolio II
Standish Diversified Income Portfolio
Standish Short-Term Asset Reserve Portfolio
STANDISH, AYER & WOOD DOMESTIC MASTER PORTFOLIO
POWER OF ATTORNEY
The undersigned officer of Standish, Ayer & Wood Master Domestic
Portfolio, a New York trust (the "Domestic Portfolio Trust"), does hereby
severally constitute and appoint Richard S. Wood, Edward H. Ladd, James E.
Hollis III and Raymond O'Neill, and each of them acting singly, to be my true,
sufficient and lawful attorneys, with full power to each of them, and each of
them acting singly, to sign for me, in my name and in the capacities indicated
below, (1) any and all amendments to the Registration Statements on Form N-8A
and Form N-1A to be filed by the Domestic Portfolio Trust under the Investment
Company Act of 1940, as amended (the "1940 Act"), (2) the registration statement
on Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the
"1933 Act"), and any and all amendments thereto, of any registered investment
company that is or will become a holder of an interest in the Domestic Portfolio
Trust (a "Holder"), (3) any registration statement on Form N-14, and any and all
amendments thereto, filed by the Domestic Portfolio Trust or any Holder and (4)
any and all other documents and papers relating thereto, and generally to do all
such things in my name and on my behalf in the capacities indicated below to
enable the Domestic Portfolio Trust to comply with the 1940 Act and the 1933 Act
(where applicable) and all requirements of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by said attorneys or each of them to any and all such documents.
IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument on
this 3rd day of October, 1997 outside the United States.
/s/ Paul G. Martins
- ------------------------------
Paul G. Martins,
Vice President and Treasurer
(principal financial and accounting
officer)
