STANDISH AYER & WOOD MASTER PORTFOLIO /FA/
N-30D, 1998-11-24
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                     STANDISH, AYER & WOOD INVESTMENT TRUST
                                 STANDISH EQUITY

                    Financial Statements for the Period Ended
                               September 30, 1998

                                 [STANDISH LOGO]
<PAGE>

                     STANDISH, AYER & WOOD INVESTMENT TRUST

November 25, 1998

Dear Standish Funds Shareholder:

Enclosed you will find the annual statement for your Standish Fund for the
fiscal year ending September 30, 1998.

As of that date, Standish, Ayer & Wood, Inc., the advisor, together with its
affiliate, Standish International Management Company, L.P., had approximately
$45 billion of assets under management including the $6.4 billion of assets
represented by the Standish Funds. Our principal clients are corporate pension
trusts, governmental pension funds, insurance companies, endowments and
foundations, and high net worth individuals. Standish, Ayer & Wood remains
independent and is owned by investment professionals active in the business.
Both assets under management and the professional staff grew considerably over
the past year, while the investment team and the clientele have remained
constant.

During the twelve months ending September 30, 1998, investment returns have
generally been positive. For example, larger capitalization U.S. common stocks
as reflected in the Standard and Poor's 500 Index provided a total return of
9.05%, while higher grade domestic taxable bonds as represented by the Lehman
Aggregate returned 11.49%. However, within the twelve-month period there has
been considerable volatility. The quarter ending September 30, 1998 was a
particularly difficult period for U.S. equities, especially smaller
capitalization U.S. stocks, emerging market bonds, and domestic bonds with
perceived credit risk.

Recent dramatic events have included Russia's de facto default on its debt,
extreme pressures on a very large hedge fund, trading losses by major financial
institutions, and disarray in the currency and credit markets. A major change
has taken place in investor perception of risk and in rapid deleveraging of the
global financial system.

Clearly all financial market participants are operating in a more difficult
environment. Standish, Ayer & Wood is devoted to producing superior long-term
returns through very disciplined investment philosophies designed to uncover
value. We remain confident we have the capability to do a superior job by
adhering to our disciplines.

We appreciate the opportunity to serve you and hope you will find the following
information helpful.

Sincerely yours,


/s/ Ted Ladd

Edward H. Ladd
Chairman


                                        2
<PAGE>

                     STANDISH, AYER & WOOD INVESTMENT TRUST
                              STANDISH EQUITY FUND

                       Management Discussion and Analysis

The fiscal year ended on September 30, 1998 has seen a remarkable degree of
turmoil in the world's financial system. Not surprisingly, the year has also
been marked by a high degree of equity volatility. The U.S. equity market
experienced relatively strong returns during the first half of the year but
turned sharply negative during the summer months. The fourth quarter of the
fiscal year was down sharply and experienced the worst total return result for
any quarter of the decade. Performance results for the Standish Equity Fund has
been poor on both an absolute and relative basis. For the twelve-month period,
the Standish Equity Fund returned -9.33%. This compares to a return of 9.05% for
the S&P 500.

One important contributor to this poor relative performance was the
extraordinarily narrow nature of performance in 1998's year to date. While the
S&P 500 returned 9.05% on a capitalization weighted basis, the return of the
average stock in the index was a negative -3.9%. A broader universe of 1200
large and medium capitalization stocks from which we draw our portfolio choices
had a negative return of -11.8%. Given our tendency to hold stocks from across
the broad universe of large and medium capitalization stocks, this performance
concentration tended to hurt our relative performance for the year.

Another important element of 1998's performance was the poor performance of
valuation as stock selection criteria. In the first nine months of the year,
stocks with favorable valuation characteristics underperformed. For example, the
ten percent of the universe with the lowest price to earnings ratios
underperformed the average stock dramatically during the year; this is in
contrast to the historical pattern where low price to earnings ratios are
typically associated with above average returns. Because our investment
disciplines focus on finding companies whose growth prospects are under valued
in the marketplace, this poor return to value had an importantly negative impact
on our portfolio returns. Over all, our stock selection efforts did not add
value in 1998 and, when combined with the high degree of concentration in
performance within the S&P 500, our total return results for the fiscal year are
disappointing.

As we look toward 1999, we believe that the recent turbulence in the U.S. equity
market creates significant opportunity for future positive performance. Our
analysts have continued to be successful in identifying companies with superior
earnings prospects. Those strong earnings, combined with poor absolute price
performance, have created a portfolio with very attractive valuation
characteristics. Our stock selection process is driven by proprietary modeling
techniques that have a successful longer-term record, and the recent interlude
of poor results has not diminished our confidence in our disciplines. Our
analysts remain focused on finding the best investment opportunities across a
range of industry sectors.

Although periods of below market performance are discouraging, we believe that
they are inevitably part of any disciplined pursuit of above average return. As
with past periods of under performance (such as early 1992 and 1994),
persistence in our disciplines should lead eventually to better performance. We
are grateful for your support and pledge to continue our efforts at meeting your
performance goals.

Sincerely,


/s/ Ralph S. Tate                               /s/ David C. Cameron

Ralph S. Tate                                   David C. Cameron


                                        3
<PAGE>

                     STANDISH, AYER & WOOD INVESTMENT TRUST
                              STANDISH EQUITY FUND

             Comparison of Change in Value of $100,000 Investment in
                   Standish Equity Fund and the S&P 500 Index

  [The following table was originally a line graph in the printed materials.]

                      Standish Equity Fund          S&P 500 Index
                      --------------------          -------------
Inception 1/2/91            100000                      100000
1/31/91                     105200                      104360
2/28/91                     112000                      111822
3/31/91                     116300                      114528
4/30/91                     115748                      114803
5/31/91                     119964                      119751
6/30/91                     113088                      114266
7/31/91                     118475                      119591
8/31/91                     120439                      122425
9/30/91                     120036                      120381
10/31/91                    123528                      121994
11/30/91                    119985                      117077
12/31/91                    133349                      130471
1/31/92                     131582                      128044
2/29/92                     133713                      129709
3/31/92                     129660                      127180
4/30/92                     129974                      130919
5/31/92                     129031                      131560
6/30/92                     126256                      129600
7/30/92                     132182                      134901
8/31/92                     128425                      132135
9/30/92                     131336                      133694
10/31/92                    134788                      134162
11/30/92                    141851                      138724
12/31/92                    146046                      140430
1/31/93                     151326                      141610
2/28/93                     152104                      143536
3/31/93                     157328                      146564
4/30/93                     151810                      143017
5/31/93                     157718                      146850
6/30/93                     161675                      147276
7/31/93                     159998                      146687
8/31/93                     167599                      152246
9/30/93                     172405                      151074
10/31/93                    174758                      154201
11/30/93                    172461                      152736
12/31/93                    176446                      154585
1/1/94                      182557                      159840
2/28/94                     181758                      155509
3/31/94                     172390                      148729
4/30/94                     172734                      150632
5/31/94                     172046                      153103
6/30/94                     166978                      149352
7/31/94                     170853                      154250
8/31/94                     178198                      160575
9/30/94                     172357                      156641
10/31/94                    175142                      160165
11/30/94                    165683                      154335
12/31/94                    169774                      156619
1/31/95                     169655                      160676
2/28/95                     178304                      166937
3/31/95                     184642                      171862
4/30/95                     191011                      176932
5/31/95                     197797                      184004
6/30/95                     205154                      188272
7/31/95                     216634                      194523
8/31/95                     217112                      195011
9/30/95                     224766                      203241
10/31/95                    222845                      202515
11/30/95                    234311                      211406
12/31/95                    233529                      215477
1/31/96                     240371                      222812
2/29/96                     247416                      224878
3/31/96                     249495                      227043
4/30/96                     255894                      230390
5/31/96                     259262                      236332
6/30/96                     256195                      237232
7/31/96                     245225                      226751
8/31/96                     253418                      231533
9/30/96                     268901                      244564
10/31/96                    277543                      251309
11/30/96                    298105                      270306
12/31/96                    296213                      264951
1/31/97                     310417                      281505
2/28/97                     311180                      283712
3/31/97                     299689                      272054
4/30/97                     310647                      288269
5/31/97                     334555                      305824
6/30/97                     352494                      319525
7/31/97                     385105                      344959
8/31/97                     375928                      325642
9/30/97                     400265                      343487
10/31/97                    389192                      332014
11/30/97                    400183                      347387
12/31/97                    403649                      353353
1/31/98                     401916                      357260
2/28/98                     430411                      383028
3/31/98                     454671                      402643
4/30/98                     451488                      406694
5/31/98                     436824                      399703
6/30/98                     446191                      415939
8/31/98                     352014                      346511
9/30/98                     362931                      374564


                                       4
<PAGE>

                     Standish, Ayer & Wood Investment Trust
                              Standish Equity Fund

                       Statement of Assets and Liabilities
                               September 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                  <C>               <C>
Assets
   Investment in Standish Equity Portfolio ("Portfolio"), at value (Note 1A)                           $ 198,773,089
   Receivable for Fund shares sold                                                                           209,801
   Other assets                                                                                                  390
                                                                                                       --------------
       Total assets                                                                                      198,983,280

Liabilities
   Payable for Fund shares redeemed                                                  $   534,966
   Distribution payable                                                                   58,479
   Payable to Investment Adviser (Note 3)                                                 36,748
   Accrued trustees' fees and expenses (Note 3)                                            1,985
   Accrued accounting, custody & transfer agent fees                                       5,069
   Accrued expenses and other liabilities                                                 24,261
                                                                                     ------------
       Total liabilities                                                                                     661,508
                                                                                                       --------------
Net Assets                                                                                             $ 198,321,772
                                                                                                       ==============
Net Assets consist of:
   Paid-in capital                                                                                     $ 191,966,395
   Accumulated net realized gain                                                                          17,161,224
   Distributions in excess of net investment income                                                          (57,846)
   Net unrealized depreciation                                                                           (10,748,001)
                                                                                                       --------------
Total Net Assets                                                                                       $ 198,321,772
                                                                                                       ==============

Shares of beneficial interest outstanding                                                                  5,293,383
                                                                                                       ==============

Net Asset Value, offering and redemption price per share
   (Net Assets/Shares outstanding)                                                                     $       37.47
                                                                                                       ==============
</TABLE>

    The accompanying notes are an integral part of the financial statements.


                                        5
<PAGE>

                     Standish, Ayer & Wood Investment Trust
                              Standish Equity Fund

                             Statement of Operations
                      For the Year Ended September 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                         <C>                     <C>
Investment Income (Note 1B)
    Dividend income allocated from Portfolio (net of withholding
      taxes of $4,477)                                                                              $   2,219,683
   Interest income allocated from Portfolio                                                               594,052
   Expenses allocated from Portfolio                                                                   (1,298,402)
                                                                                                    --------------
       Net investment income from Portfolio                                                             1,515,333

Expenses
   Registration fees                                                        $    45,926
   Accounting, custody and transfer agent fees                                   44,283
   Legal and audit services                                                      26,709
   Trustees' fees and expenses (Note 3)                                           3,919
   Insurance expense                                                                910
   Miscellaneous                                                                  5,001
                                                                            ------------

       Total expenses                                                                                     126,748
                                                                                                    --------------

          Net investment income                                                                         1,388,585
                                                                                                    --------------

Realized and Unrealized Gain (Loss)
   Net realized gain (loss) allocated from Portfolio on:
       Investment security transactions                                      20,775,670
       Financial futures contracts                                             (344,475)
                                                                            ------------
          Net realized gain                                                                            20,431,195

   Change in unrealized appreciation (depreciation) allocated
     from Portfolio on:
       Investment securities                                                (44,697,530)
       Financial futures contracts                                              (84,318)
                                                                            ------------
          Change in net unrealized appreciation (depreciation)                                        (44,781,848)
                                                                                                    --------------

       Net realized and unrealized loss                                                               (24,350,653)
                                                                                                    --------------

Net Decrease in Net Assets from Operations                                                          $ (22,962,068)
                                                                                                    ==============
</TABLE>

    The accompanying notes are an integral part of the financial statements.


                                        6
<PAGE>

                     Standish, Ayer & Wood Investment Trust
                              Standish Equity Fund

                       Statements of Changes in Net Assets
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                  Nine Months
                                                             Year Ended              Ended             Year Ended
                                                         September 30, 1998   September 30, 1997    December 31, 1996
                                                       --------------------   ------------------    --------------------
<S>                                                         <C>                  <C>                  <C>
Increase (decrease) in Net Assets
From Investment Operations
   Net investment income                                    $   1,388,585        $     939,068        $   1,549,680
   Net realized gain                                           20,431,195           22,264,592           16,774,749
   Change in net unrealized  appreciation
      (depreciation)                                          (44,781,848)          16,959,255            6,696,912
                                                            --------------       --------------       --------------
      Net increase (decrease) in Net Assets from
      Investment Operations                                   (22,962,068)          40,162,915           25,021,341
                                                            --------------       --------------       --------------

Distributions to Shareholders (Note 2)
   From net investment income                                  (1,388,585)          (1,248,360)          (1,481,454)
   In excess of net investment income                             (35,859)             (21,987)                  --
   From net realized gain                                     (25,188,077)          (7,692,777)         (11,604,448)
                                                            --------------       --------------       --------------
      Total distributions to shareholders                     (26,612,521)          (8,963,124)         (13,085,902)
                                                            --------------       --------------       --------------

Fund Share (principal) Transactions (Note 5)
   Net proceeds from sale of shares                           120,195,070           42,813,303           21,565,418
   Value of shares issued to shareholders in
      payment of distributions declared                        24,950,939            8,649,462           12,463,945
   Cost of shares redeemed                                    (67,419,444)         (18,347,542)         (28,642,403)
                                                            --------------       --------------       --------------
      Increase in Net Assets from Fund share
      transactions                                             77,726,565           33,115,223            5,386,960
                                                            --------------       --------------       --------------

Total Increase in Net Assets                                   28,151,976           64,315,014           17,322,399

Net Assets
   At beginning of year                                       170,169,796          105,854,782           88,532,383
                                                            --------------       --------------       --------------

   At end of year (including distributions in
      excess of net investment income of $57,846
      and $21,987 and undistributed net investment
      income of $88,950, respectively)                      $ 198,321,772        $ 170,169,796        $ 105,854,782
                                                            ==============       ==============       ==============
</TABLE>

    The accompanying notes are an integral part of the financial statements.


                                        7
<PAGE>

                     Standish, Ayer & Wood Investment Trust
                              Standish Equity Fund

                              Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                      Year Ended
                                                     September 30,                 Year Ended December 31,
                                                ----------------------    ------------------------------------------
                                                  1998        1997 *        1996       1995       1994       1993
                                                ----------   ---------    ---------   --------  ---------  ---------
<S>                                             <C>          <C>          <C>         <C>       <C>        <C>
Net Asset Value, Beginning of Year              $   48.81    $  38.79     $  34.81    $ 28.66   $  30.89   $  26.28
                                                ----------   ---------    ---------   --------  ---------  ---------
Investment Operations:
   Net investment income **                          0.30        0.39         0.60       0.76       0.45       0.50
   Net realized and unrealized gain (loss) on
      investments                                   (4.30)      12.79         8.52       9.94      (1.62)      5.57

                                                ----------   ---------    ---------   --------  ---------  ---------
Total from investment operations                    (4.00)      13.18         9.12      10.70      (1.17)      6.07
                                                ----------   ---------    ---------   --------  ---------  ---------
Less distributions declared
to shareholders
   From net investment income                       (0.29)      (0.43)       (0.56)     (0.78)     (0.44)     (0.47)
   In excess of net investment income               (0.01)         --           --         --         --         --
   From net realized gain on investments            (7.04)      (2.73)       (4.58)     (3.77)     (0.62)     (0.99)
                                                ----------   ---------    ---------   --------  ---------  ---------
   Total distributions                              (7.34)      (3.16)       (5.14)     (4.55)     (1.06)     (1.46)
                                                ----------   ---------    ---------   --------  ---------  ---------
Net Asset Value, End of Year                    $   37.47    $  48.81     $  38.79    $ 34.81   $  28.66   $  30.89
                                                ==========   =========    =========   ========  =========  =========

Total Return                                        (9.33)%     35.13%       26.84%     37.55%     (3.78)%    20.79%

Ratios/Supplemental Data:
   Expenses (to average daily net assets) **(1)      0.71%       0.71%+       0.71%      0.69%      0.70%      0.80%
   Net investment income (to average daily
      net assets)**                                  0.69%       0.95%+       1.53%      2.05%      1.55%      1.29%
   Portfolio turnover (2)                              --          --           41%       128%       100%        89%
   Net assets, end of year (000's omitted)      $ 198,322    $170,170     $105,855    $88,532   $ 86,591   $ 72,916

- -----------------------------------------------
** For the periods indicated the investment adviser did not impose a portion of
   its advisory fee and/or reimbursed a portion of the Fund's operating
   expenses. If this voluntary reduction had not been taken, the net investment
   income per share and the ratios would have been:

   Net investment income per share                     --      $ 0.38       $ 0.59         --         --     $ 0.47
   Ratios (to average daily net assets):
      Expenses (1)                                     --        0.72%+       0.72%        --         --       0.97%
      Net investment income                            --        0.93%+       1.52%        --         --       1.12%
</TABLE>

*     For the nine months ended September 30, 1997.
+     Computed on an annualized basis.
(1)   Includes the Fund's share of Standish Equity Portfolio's allocated
      expenses for periods since May 3, 1996.
(2)   Portfolio turnover represents the rate of portfolio activity for the
      period while the Fund was investing directly in securities. The portfolio
      turnover rate for the period since the Fund transferred substantially all
      of its investable assets to the Portfolio is shown in the Portfolio's
      financial statements which are included elsewhere in this report.

    The accompanying notes are an integral part of the financial statements.


                                        8
<PAGE>

                     Standish, Ayer & Wood Investment Trust
                              Standish Equity Fund

                          Notes to Financial Statements
- --------------------------------------------------------------------------------

(1)      Significant Accounting Policies:

         Standish, Ayer & Wood Investment Trust (the "Trust") is organized as a
         Massachusetts business trust and is registered under the Investment
         Company Act of 1940, as amended, as an open-end, management investment
         company. Standish Equity Fund (the "Fund") is a separate diversified
         investment series of the Trust.

         The Fund invests all of its investable assets in an interest of the
         Standish Equity Portfolio (the "Portfolio"), a subtrust of Standish,
         Ayer & Wood Master Portfolio (the "Portfolio Trust"), which is
         organized as a New York trust, and has the same investment objective as
         the Fund. The value of the Fund's investment in the Portfolio reflects
         the Fund's proportionate interest in the net assets of the Portfolio
         (approximately 96% at September 30, 1998). The performance of the Fund
         is directly affected by the performance of the Portfolio. The financial
         statements of the Portfolio are included elsewhere in this report and
         should be read in conjunction with the Fund's financial statements.

         The following is a summary of significant accounting policies followed
         by the Fund in the preparation of the financial statements. The
         preparation of financial statements in accordance with 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.

         A. Investment security valuations

         The Fund records its investment in the Portfolio at value. The method
         by which the Portfolio values it's securities is discussed in Note 1A
         of the Portfolio's Notes to Financial Statements, which are included
         elsewhere in this report.

         B. Securities transactions and income

         Securities transactions are recorded as of the trade date. Currently,
         the Fund's net investment income consists of the Fund's pro rata share
         of the net investment income of the Portfolio, less all actual and
         accrued expenses of the Fund determined in accordance with generally
         accepted accounting principles. Prior to the Fund's investment in the
         Portfolio, the Fund held its investments directly. For investments held
         directly, interest income was determined on the basis of interest
         accrued, dividend income was recorded on the ex-dividend date and
         realized gains and losses from securities sold were recorded on the
         identified cost basis.

         C. Federal taxes

         As a qualified regulated investment company under Subchapter M of the
         Internal Revenue Code, the Fund is not subject to income taxes to the
         extent that it distributes all of its taxable income for its fiscal
         year.

         D. Other

         All net investment income and realized and unrealized gains and losses
         of the Portfolio are allocated pro rata among all the investors in the
         Portfolio.

(2)      Distributions to Shareholders:

         The Fund's dividends from short-term and long-term capital gains, if
         any, after reduction of capital losses will be declared and distributed
         at least annually, as will dividends from net investment income. In
         determining the amounts of its dividends, the Fund will take into
         account its share of the income, gains or losses, expenses, and any
         other tax items of the Portfolio. Dividends from net investment income
         and capital gains distributions, if any, are reinvested in additional
         shares of the Fund unless the shareholder elects to receive them in
         cash. Income and capital gain distributions are determined in
         accordance with income tax regulations which may differ from generally
         accepted accounting principles. These


                                        9
<PAGE>

                     Standish, Ayer & Wood Investment Trust
                              Standish Equity Fund

                          Notes to Financial Statements
- --------------------------------------------------------------------------------

         differences are primarily due to differing treatments for futures
         transactions. Permanent book and tax basis differences relating to
         shareholder distributions will result in reclassifications between
         paid-in capital, undistributed net investment income, and accumulated
         net realized gains (losses).

(3)      Investment Advisory Fee:

         The Fund does not directly pay any investment advisory fees, but
         indirectly bears its pro rata share of the compensation paid by the
         Portfolio to Standish, Ayer & Wood, Inc. ("SA&W") for such services.
         See Note 2 of the Portfolio's Notes to Financial Statements which are
         included elsewhere in this report. The Trust pays no compensation
         directly to its trustees who are affiliated with SA&W or to its
         officers, all of whom receive remuneration for their services to the
         Trust from SA&W. Certain of the trustees and officers of the Trust are
         directors or officers of SA&W.

(4)      Investment Transactions:

         Increases and decreases in the Fund's investment in the Portfolio for
         the year ended September 30, 1998 aggregated $120,083,951 and
         $68,617,387, respectively.

(5)      Shares of Beneficial Interest:

         The Declaration of Trust permits the Trust to issue an unlimited number
         of full and fractional shares of beneficial interest having a par value
         of one cent per share. Transactions in Fund shares were as follows:

<TABLE>
<CAPTION>
                                                 Year Ended         Nine Months Ended        Year Ended
                                             September 30, 1998    September 30, 1997    December 31, 1996
                                             ------------------    ------------------    -----------------
         <S>                                     <C>                     <C>                  <C>
         Shares sold                              2,736,286               979,248              561,325
         Shares issued to shareholders in
           payment of distributions declared        611,487                202,060              325,504
         Shares redeemed                         (1,540,993)             (423,446)            (701,269)
                                             ------------------    ------------------    -----------------

                  Net increase                    1,806,780               757,862              185,560
                                             ==================    ==================    =================
</TABLE>

         At September 30, 1998, the Fund had three shareholders of record owning
         approximately 13%, 12% and 12% of the Fund's outstanding voting shares,
         respectively.


                                       10
<PAGE>

                     Standish, Ayer & Wood Investment Trust
                              Standish Equity Fund
- --------------------------------------------------------------------------------

         Tax Information - Unaudited:

         Pursuant to section 852 of the Internal Revenue Code, the Fund
         designates $11,427,981 as capital gain dividends for the year ended
         September 30, 1998. Of this amount $6,177,902 and $5,250,079 represent
         20% and 28% long term gain designations, respectively.


                                       11
<PAGE>

                        Report of Independent Accountants

         To the Trustees of Standish, Ayer & Wood Investment Trust and
         Shareholders of Standish Equity Fund:

         In our opinion, the accompanying statement of assets and liabilities
         and the related statements of operations and of changes in net assets
         and the financial highlights present fairly, in all material respects,
         the financial position of Standish, Ayer & Wood Investment Trust:
         Standish Equity Fund (the "Fund"), at September 30, 1998, the results
         of its operations, the changes in its net assets and the financial
         highlights for the periods indicated therein, in conformity with
         generally accepted accounting principles. These financial statements
         and financial highlights (herein referred to as "financial statements")
         are the responsibility of the Fund's management; our responsibility is
         to express an opinion on these financial statements based on our
         audits. We conducted our audits of these financial statements in
         accordance with generally accepted auditing standards which require
         that we plan and perform the audit to obtain reasonable assurance about
         whether the financial statements are free of material misstatement. An
         audit includes examining, on a test basis, evidence supporting the
         amounts and disclosures in the financial statements, assessing the
         accounting principles used and significant estimates made by
         management, and evaluating the overall financial statement
         presentation. We believe that our audits provide a reasonable basis for
         the opinion expressed above.

         PricewaterhouseCoopers LLP
         Boston, Massachusetts
         November 18, 1998


                                       12

<PAGE>

                     Standish, Ayer & Wood Master Portfolio
                            Standish Equity Portfolio

                  Schedule of Investments - September 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                           Value
Security                                                                              Shares             (Note 1A)
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>            <C>
EQUITIES -- 94.5%

Basic Industry -- 1.0%
Southdown, Inc.                                                                        46,300        $     2,083,500
                                                                                                     ----------------

Capital Goods -- 7.9%
Cordant Technologies Inc.                                                              37,700              1,595,181
Crane Company                                                                          47,850              1,124,475
Ingersoll Rand Co.                                                                     61,050              2,316,084
Navistar International*                                                               115,200              2,606,400
Precision Castparts Corp.                                                              45,300              1,868,625
Sundstrand Corp.                                                                       55,200              2,559,900
Trinity Industries                                                                     43,400              1,407,788
United Technologies Corp.                                                              19,300              1,475,244
US Freightways Corp.                                                                   69,800              1,387,275
                                                                                                     ----------------
                                                                                                          16,340,972
                                                                                                     ----------------

Consumer Stable -- 12.7%
American Greetings Corp. Class A                                                       26,700              1,056,319
Eastman Kodak Company                                                                  25,000              1,932,813
Heinz H J Co.                                                                          36,400              1,860,950
Interstate Bakeries Corp.                                                             115,400              3,577,399
Kroger Co.*                                                                            45,200              2,260,000
Owens Illinois*                                                                        87,700              2,192,500
Philip Morris Companies Inc.                                                           62,700              2,888,119
Quaker Oats Company                                                                    20,400              1,203,600
Rexall Sundown Inc.                                                                    69,100              1,066,731
Safeway, Inc.                                                                         109,400              5,073,424
Supervalu, Inc.                                                                        72,600              1,692,488
Universal Foods Corp.                                                                  79,300              1,655,388
                                                                                                     ----------------
                                                                                                          26,459,731
                                                                                                     ----------------

Early Cyclical -- 3.4%
AMR Corp.                                                                              33,800              1,873,788
Centex Corp.                                                                           25,500                879,750
Continental Airlines, Class B*                                                         24,900                939,975
Furniture Brands Intl Inc.*                                                            47,800                932,100
Kaufman And Broad Home                                                                 63,100              1,478,906
UAL Corp.*                                                                             14,000                907,375
                                                                                                     ----------------
                                                                                                           7,011,894
                                                                                                     ----------------

Energy -- 7.5%
Ashland Oil Inc.                                                                       27,500              1,271,875
British Petroleum Co. PLC ADR                                                          41,573              3,627,256
Coastal Corp.                                                                          70,600              2,382,750
El Paso Energy Corp.                                                                   77,400              2,510,663
Exxon Corp.                                                                            39,600              2,779,425
Seacor Smit Inc.*                                                                      22,200                921,300
USX-Marathon Group                                                                     42,800              1,516,725
</TABLE>

    The accompanying notes are an integral part of the financial statements.


                                       13
<PAGE>

                     Standish, Ayer & Wood Master Portfolio
                            Standish Equity Portfolio

                  Schedule of Investments - September 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                           Value
Security                                                                              Shares             (Note 1A)
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>            <C>
Energy (continued)
Veritas DGC, Inc.*                                                                     32,200        $       537,338
                                                                                                     ----------------
                                                                                                          15,547,332
                                                                                                     ----------------

Financial -- 12.3%
Americredit*                                                                           59,800              1,457,625
Amsouth Bancorp                                                                        91,700              3,129,262
Charter One Financial,  Inc.                                                              575                 14,303
Chase Manhattan Corp.                                                                  46,800              2,024,100
Comerica, Inc.                                                                         40,300              2,208,944
Conseco, Inc.                                                                          60,300              1,842,919
Fleet Financial Group, Inc.                                                            27,400              2,012,188
Golden West Financial Corp.                                                            33,300              2,724,356
MGIC Investment Corp.                                                                  65,400              2,411,625
Northfork Bancorp                                                                     113,750              2,275,000
Old Republic International Corp.                                                       73,450              1,652,625
Reliastar Financial Corp.                                                              24,900                971,100
The PMI Group, Inc.                                                                    36,200              1,656,150
Webster Financial Corp.                                                                47,800              1,165,125
                                                                                                     ----------------
                                                                                                          25,545,322
                                                                                                     ----------------

Growth Cyclical -- 7.5%
CKE Restaurants Inc.                                                                   94,700              2,817,325
Federated Department Stores*                                                           41,200              1,498,650
Jones Apparel Group, Inc.*                                                             86,800              1,990,975
Nautica Enterprises Inc.*                                                             103,200              1,928,550
Ross Stores, Inc.                                                                      40,400              1,156,450
Tiffany & Co.                                                                          28,000                878,500
TJX Cos, Inc.                                                                         112,000              1,995,000
Tommy Hilfiger Corp.*                                                                  54,800              2,246,800
VF Corp.                                                                               28,700              1,065,488
                                                                                                     ----------------
                                                                                                          15,577,738
                                                                                                     ----------------

Health Care -- 11.6%
Abbott Laboratories                                                                    61,900              2,688,781
Amerisource Health Corp., Class A*                                                     39,200              2,133,950
Amgen, Inc.*                                                                           45,400              3,430,537
Bergen Brunswig Corp., Class A                                                         32,100              1,623,056
Genzyme Corp. - General Division*                                                      67,500              2,438,438
HCR Manor Care, Inc.*                                                                  93,600              2,743,650
Hillenbrand Industries, Inc.                                                            3,000                147,000
Integrated Health Services                                                            128,200              2,155,363
Mylan Labs Inc.                                                                        57,800              1,705,100
Schering-Plough Corp.                                                                  25,800              2,671,913
Steris Corp.*                                                                          23,900                675,175
Sybron International Corp.                                                             84,100              1,608,413
                                                                                                     ----------------
                                                                                                          24,021,376
                                                                                                     ----------------
</TABLE>

    The accompanying notes are an integral part of the financial statements.


                                       14
<PAGE>

                     Standish, Ayer & Wood Master Portfolio
                            Standish Equity Portfolio

                  Schedule of Investments - September 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                           Value
Security                                                                              Shares             (Note 1A)
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>            <C>
Real Estate -- 2.0%
Felcor Lodging Trust Inc., REIT                                                        39,200        $       953,050
Liberty Property Trust, REIT                                                           42,600              1,014,413
Prentiss Properties Trust, REIT                                                        53,200              1,270,150
Starwood Hotels and Resorts, REIT                                                      33,200              1,012,600
                                                                                                     ----------------
                                                                                                           4,250,213
                                                                                                     ----------------

Services -- 12.7%
Ameritech Corp.                                                                           500                 23,688
AT&T Corporation                                                                       35,700              2,086,219
Bellsouth Corp.                                                                        85,200              6,411,299
Century Telephone Enterprise                                                           60,200              2,844,450
Herman Miller Inc.                                                                     65,900              1,301,525
Interim Services, Inc.*                                                                65,300              1,342,731
Knight Ridder, Inc.                                                                    64,600              2,874,700
Omnicom Group                                                                          41,200              1,854,000
Robert Half Intl Inc.*                                                                 33,300              1,438,144
U.S. West Inc.                                                                         74,500              3,906,593
Xerox Corp.                                                                            26,800              2,271,300
                                                                                                     ----------------
                                                                                                          26,354,649
                                                                                                     ----------------

Technology -- 14.3%
American Power Conversion Corp.*                                                       39,800              1,499,963
Apple Computer Inc.*                                                                   86,600              3,301,624
Brightpoint Inc.                                                                      123,100                946,331
Cadence Design Systems, Inc.                                                          122,800              3,139,074
DSP Communications Inc.*                                                              139,800              1,153,350
Microchip Technology Inc.*                                                             89,300              1,953,438
Networks Associates Inc.                                                               75,100              2,666,050
Oracle Corp.*                                                                          86,300              2,513,488
Storage Technology Corp.                                                               92,500              2,352,969
Sun Microsystems, Inc.*                                                                76,900              3,830,580
Symbol Technologies Inc.                                                               43,200              2,216,700
Tech Data Corp.*                                                                       45,700              2,287,856
Unisys Corp.*                                                                          79,000              1,797,250
                                                                                                     ----------------
                                                                                                          29,658,673
                                                                                                     ----------------

Utilities -- 1.6%
Baltimore Gas & Electric Co.                                                           46,400              1,548,600
FPL Group Inc.                                                                         27,400              1,909,438
                                                                                                     ----------------
                                                                                                           3,458,038
                                                                                                     ----------------

TOTAL EQUITIES (COST $208,357,011)                                                                   $   196,309,438
                                                                                                     ----------------
</TABLE>

    The accompanying notes are an integral part of the financial statements.


                                       15
<PAGE>

                     Standish, Ayer & Wood Master Portfolio
                            Standish Equity Portfolio

                  Schedule of Investments - September 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                            Par           Value
Security                                                   Rate            Maturity        Value        (Note 1A)
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>             <C>             <C>        <C>
SHORT-TERM INVESTMENTS -- 7.4%

U.S. Government Agency -- 0.5%
FHLMC Discount+                                           0.000%          12/08/1998      $500,000   $       494,665
FHLMC Discount+                                           0.000%          12/04/1998       350,000           346,679
FHLMC Discount+                                           0.000%          12/03/1998       100,000            99,095
                                                                                                     ----------------
Total U.S. Government Agency (Cost $940,914)                                                                 940,439
                                                                                                     ----------------

Repurchase Agreements -- 6.9%
Salomon Smith Barney Inc. Repurchase Agreement, dated 9/30/98, due 10/01/98, with
maturity value of $3,778,274 and an effective yield of 4.75%, collateralized by a U.S.
Treasury obligation with a rate of 7.75%, with a maturity date of 1/31/00 and with an
aggregate market value of $3,853,331.                                                                      3,777,776

Prudential-Bache Repurchase Agreement, dated 9/30/98, due 10/01/98, with a
maturity value of $10,614,093 and an effective yield of 4.75%, collateralized by
a U.S. Government obligation with a rate of 6.149%, with a maturity date of
4/01/19 and with an aggregate market value of $10,825,030.                                                10,612,692
                                                                                                     ----------------
Total Repurchase Agreements (Cost $14,390,468)                                                            14,390,468
                                                                                                     ----------------

TOTAL SHORT-TERM INVESTMENTS (COST $15,331,382)                                                           15,330,907
                                                                                                     ----------------

TOTAL INVESTMENTS -- 101.9% (COST $223,688,393)                                                      $   211,640,345

Other Assets, Less Liabilities -- (1.9)%                                                                  (4,028,522)
                                                                                                     ----------------

NET ASSETS -- 100%                                                                                   $   207,611,823
                                                                                                     ================
</TABLE>

Notes to the Schedule of Investments:

ADR - American Depositary Receipt
FHLMC - Federal Home Loan Mortgage Corporation
REIT - Real Estate Investment Trust

* Non-income producing security.

+ Denotes all or part of security pledged as collateral to cover margin
  requirements on open financial futures contracts (Note 5).

    The accompanying notes are an integral part of the financial statements.


                                       16
<PAGE>

                     Standish, Ayer & Wood Master Portfolio
                            Standish Equity Portfolio

                       Statement of Assets and Liabilities
                               September 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                  <C>               <C>
Assets
   Investments, at value (Note 1A) (identified cost, $223,688,393)                                     $ 211,640,345
   Cash                                                                                                      276,002
   Receivable for investments sold                                                                         2,223,459
   Interest and dividends receivable                                                                         228,708
   Miscellaneous receivable                                                                                    2,150
   Tax reclaim receivable                                                                                      1,500
   Deferred organization costs (Note 1E)                                                                      38,660
   Prepaid expenses                                                                                            8,681
                                                                                                       --------------
       Total assets                                                                                      214,419,505

Liabilities
   Payable for investments purchased                                                 $ 5,972,352
   Payable to investment adviser (Note 2)                                                276,002
   Payable for daily variation margin on open financial futures contracts (Note 5)       506,970
   Accrued trustees' fees and expenses (Note 2)                                            3,043
   Accrued accounting and custody fees                                                    20,369
   Accrued expenses and other liabilities                                                 28,946
                                                                                     ------------

       Total liabilities                                                                                   6,807,682
                                                                                                       --------------

Net Assets (applicable to investors' beneficial interests)                                             $ 207,611,823
                                                                                                       ==============
</TABLE>

    The accompanying notes are an integral part of the financial statements.


                                       17
<PAGE>

                     Standish, Ayer & Wood Master Portfolio
                            Standish Equity Portfolio

                             Statement of Operations
                      For the Year Ended September 30, 1998
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                            <C>                   <C>
Investment Income (Note 1C)
   Dividend income (net of witholding taxes of $4,500)                                               $   2,247,944
   Interest income                                                                                         602,428
                                                                                                     --------------
       Total income                                                                                      2,850,372

Expenses
   Investment advisory fee (Note 2)                                            $  1,017,136
   Accounting and custody fees                                                      180,733
   Legal and audit services                                                          39,190
   Trustees fees and expenses (Note 2)                                               21,884
   Licensing fees                                                                    21,058
   Amortization of organization cost (Note 1E)                                       14,936
   Insurance expense                                                                  7,222
   Miscellaneous                                                                     13,592
                                                                               -------------
       Total expenses                                                                                    1,315,751
                                                                                                     --------------

          Net investment income                                                                          1,534,621
                                                                                                     --------------

Realized and Unrealized Gain (loss)
   Net realized gain (loss)
       Investment security transactions                                          20,066,096
       Financial futures contracts                                                 (420,737)
                                                                               -------------
          Net realized gain                                                                             19,645,359

   Change in unrealized appreciation (depreciation)
       Investment securities                                                    (46,119,061)
       Financial futures contracts                                                  (89,926)
                                                                               -------------
          Change in net unrealized appreciation (depreciation)                                         (46,208,987)
                                                                                                     --------------

       Net realized and unrealized loss                                                                (26,563,628)
                                                                                                     --------------

Net Increase (Decrease) in Net Assets from operations                                                $ (25,029,007)
                                                                                                     ==============
</TABLE>

    The accompanying notes are an integral part of the financial statements.


                                       18
<PAGE>

                     Standish, Ayer & Wood Master Portfolio
                            Standish Equity Portfolio

                       Statements of Changes in Net Assets
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                      For the Period
                                                                                                        May 3, 1996
                                                                                 Nine Months         (commencement of
                                                           Year Ended               Ended             operations) to
                                                       September 30, 1998     September 30, 1997     December 31, 1996
                                                      --------------------   --------------------   -------------------
<S>                                                      <C>                    <C>                   <C>
Increase (decrease) in Net Assets
From Investment Operations
   Net investment income                                 $  1,534,621           $    978,216              1,091,670
   Net realized gain                                       19,645,359             22,264,615             13,302,616
   Change in net unrealized appreciation
      (depreciation)                                      (46,208,987)            16,959,272              3,404,699
                                                         -------------          -------------         --------------
      Net increase (decrease) in Net Assets
      from Investment Operations                          (25,029,007)            40,202,103             17,798,985
                                                         -------------          -------------         --------------

Capital Transactions
   Assets contributed by Standish Equity Fund
      at commencement
      (including unrealized gain of $13,669,897)                   --                     --             97,994,616
   Contributions                                          131,734,295             42,815,799             15,564,794
   Withdrawals                                            (69,235,470)           (19,153,531)           (25,080,761)
                                                         -------------          -------------         --------------
      Increase in Net Assets resulting from
      capital transactions                                 62,498,825             23,662,268             88,478,649
                                                         -------------          -------------         --------------

Total Increase in Net Assets                               37,469,818             63,864,371            106,277,634

Net Assets
   At beginning of year                                   170,142,005            106,277,634                     --
                                                         -------------          -------------         --------------

   At end of year                                        $207,611,823           $170,142,005          $ 106,277,634
                                                         =============          =============         ==============
</TABLE>

    The accompanying notes are an integral part of the financial statements.


                                       19
<PAGE>

                     Standish, Ayer & Wood Master Portfolio
                            Standish Equity Portfolio

                                Supplemental Data
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                     For the period
                                                                                                       May 3, 1996
                                                                               Nine Months          (commencement of
                                                         Year Ended               Ended              operations) to
                                                     September 30, 1998     September 30, 1997      December 31, 1996
                                                    --------------------   --------------------    -------------------
<S>                                                       <C>                  <C>                   <C>
Ratios
   Expenses (to average daily net assets)                     0.65%                 0.66%+               0.69%+
   Net investment income  (to average daily
      net assets)                                             0.75%                 0.99%+               1.58%+
Portfolio Turnover                                             144%                   75%                  78%
Net assets, end of year (000's omitted)                   $207,612             $ 170,142             $106,278
</TABLE>

- -----------------------
+  Computed on an annualized basis.

    The accompanying notes are an integral part of the financial statements.


                                       20
<PAGE>

                     Standish, Ayer & Wood Master Portfolio
                            Standish Equity Portfolio

                          Notes to Financial Statements
- --------------------------------------------------------------------------------

(1)      Significant Accounting Policies:

         Standish, Ayer & Wood Master Portfolio (the "Portfolio Trust") was
         organized as a master trust fund under the laws of the State of New
         York on January 18, 1996 and is registered under the Investment Company
         Act of 1940, as amended, as an open-end, management investment company.
         Standish Equity Portfolio (the "Portfolio") is a separate diversified
         investment series of the Portfolio Trust.

         The following is a summary of significant accounting policies followed
         by the Portfolio in the preparation of the financial statements. The
         preparation of financial statements in accordance with 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.

         A. Investment security valuations

         Securities for which quotations are readily available are valued at the
         last sale price, or if no sale, at the closing bid price in the
         principal market in which such securities are normally traded.
         Securities (including restricted securities) for which quotations are
         not readily available are valued at their fair value as determined in
         good faith under consistently applied procedures under the general
         supervision of the Board of Trustees.

         Short-term instruments with less than sixty-one days remaining to
         maturity when acquired by the Portfolio are valued on an amortized cost
         basis. If the Portfolio acquires a short-term 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.

         B. 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.

         C. Securities transaction and income

         Securities transactions are recorded as of the trade date. Interest
         income is determined on the basis of interest accrued. Dividend income
         is recorded on the ex-dividend date. Realized gains and losses from
         securities sold are recorded on the identified cost basis.

         D. Income Taxes

         The Portfolio is treated as a partnership for federal tax purposes. No
         provision is made by the Portfolio for federal or state taxes on any
         taxable income of the Portfolio because each investor in the Portfolio
         is ultimately responsible for the payment of any taxes. Since some of
         the Portfolio's investors are regulated investment companies that
         invest all or substantially all of their assets in the Portfolio, the
         Portfolio normally must satisfy the source of income and
         diversification requirements applicable to regulated investment
         companies (under the Internal Revenue Code) in order for its investors
         to satisfy them. The Portfolio will allocate at least annually among
         its investors each investor's distributive share of the Portfolio's net
         investment income, net realized capital gains, and any other items of
         income, gain, loss deduction or credit.


                                       21
<PAGE>

                     Standish, Ayer & Wood Master Portfolio
                            Standish Equity Portfolio

                          Notes to Financial Statements
- --------------------------------------------------------------------------------

         E. Deferred Organizational Expenses

         Costs incurred by the Portfolio in connection with its organization and
         initial registration are being amortized on a straight-line basis
         through April, 2001.

(2)      Investment Advisory Fee:

         The investment advisory fee paid to Standish, Ayer & Wood, Inc.
         ("SA&W") for overall investment advisory and administrative services is
         paid monthly at the annual rate of 0.50% of the Portfolio's average
         daily net assets. The Portfolio Trust pays no compensation directly to
         its trustees who are affiliated with SA&W or to its officers, all of
         whom receive remuneration for their services to the Portfolio Trust
         from SA&W. Certain of the trustees and officers of the Portfolio Trust
         are directors or officers of SA&W.

(3)      Purchases and Sales of Investments:

         Purchases and proceeds from sales of investments, other than purchased
         option transactions and short-term obligations, were as follows:

<TABLE>
<CAPTION>
                                                                   Year Ended
                                                               September 30, 1998
                                                      -------------------------------------
                                                          Purchases             Sales
                                                      -----------------   -----------------
          <S>                                            <C>                 <C>
          U.S. Government Securities                     $   3,806,263       $           0
                                                         =============       =============
          Investments (non-U.S. Government
            Securities)                                  $ 335,293,776       $ 274,586,655
                                                         =============       =============
</TABLE>

(4)      Federal Income Tax Basis of Investment Securities:

         The cost and unrealized appreciation (depreciation) in value of the
         investment securities owned at September 30, 1998, as computed on a
         federal income tax basis, were as follows:

<TABLE>
           <S>                                                                 <C>
           Aggregate Cost                                                      $   223,688,393
                                                                                =================
           Gross unrealized appreciation                                       $    15,060,577
           Gross unrealized depreciation                                       $   (27,209,969)
                                                                                -----------------
           Net unrealized appreciation (depreciation)                          $   (12,149,392)
                                                                                =================
</TABLE>


                                       22
<PAGE>

                     Standish, Ayer & Wood Master Portfolio
                            Standish Equity Portfolio

                          Notes to Financial Statements
- --------------------------------------------------------------------------------

(5)      Financial Instruments:

         In general, the following instruments are used for hedging purposes as
         described below. However, these instruments may also be used to seek to
         enhance potential gain in circumstances where hedging is not involved.
         The nature, risks and objectives of these investments are set forth
         more fully in Parts A and B of the Portfolio Trust's registration
         statement.

         The Portfolio trades the following financial instruments with
         off-balance sheet risk:

         Options

         Call and put options give the holder the right to purchase or sell,
         respectively, a security or currency at a specified price on or before
         a certain date. The Portfolio may use options to seek to hedge against
         risks of market exposure and changes in securities prices and foreign
         currencies, as well as to seek to enhance returns. Writing puts and
         buying calls tend to increase the Portfolio's exposure to the
         underlying instrument. Buying puts and writing calls tend to decrease
         the Portfolio's exposure to the underlying instrument, or hedge other
         portfolio investments. Options, both held and written by the Portfolio,
         are reflected in the accompanying Statement of Assets and Liabilities
         at market value. The underlying face amount at value of any open
         purchased option is shown in the Schedule of Investments. This amount
         reflects each contract's exposure to the underlying instrument at
         period end. Losses may arise from changes in the value of the
         underlying instruments, if there is an illiquid secondary market for
         the contracts, or if the counterparties do not perform under the
         contracts' terms.

         Premiums received from writing options which expire are treated as
         realized gains. Premiums received from writing options which are
         exercised or are closed are added to or offset against the proceeds or
         amount paid on the transaction to determine the realized gain or loss.
         Realized gains and losses on purchased options are included in realized
         gains and losses on investment securities, except purchased options on
         foreign currency which are included in realized gains and losses on
         foreign currency transactions. If a put option written by the Portfolio
         is exercised, the premium reduces the cost basis of the securities
         purchased by the Portfolio. The Portfolio, as a writer of an option,
         has no control over whether the underlying securities may be sold
         (call) or purchased (put) and as a result bears the market risk of an
         unfavorable change in the price of the security underlying the written
         option. The Portfolio entered into no such transactions for the year
         ended September 30, 1998.

         Futures Contracts

         The Portfolio may enter into financial futures contracts for the
         delayed sale or delivery of securities or contracts based on financial
         indices at a fixed price on a future date. Pursuant to the margin
         requirements, the Portfolio deposits either in cash or securities an
         amount equal to a certain percentage of the contract amount. Subsequent
         payments are made or received by the Portfolio each day, dependent on
         the daily fluctuations in the value of the underlying security, and are
         recorded for financial statement purposes as unrealized gains or losses
         by the Portfolio. There are several risks in connection with the use of
         futures contracts as a hedging device. The change in value of futures
         contracts primarily corresponds with the value of their underlying
         instruments or index, which may not correlate with changes in value of
         the hedged investments. Buying futures tends to increase the
         Portfolio's exposure to the underlying instrument, while selling
         futures tends to decrease the Portfolio's exposure to the underlying
         instrument or hedge other portfolio investments. In addition, there is
         the risk that the Portfolio may not be able to enter into a closing
         transaction because of an illiquid secondary market. Losses may arise
         if there is an illiquid secondary market or if the counterparties do
         not perform under the contracts' terms. The Portfolio enters into
         financial futures transactions primarily to seek to manage its exposure
         to certain markets and to changes in securities prices and foreign
         currencies. Gains and losses are realized upon the expiration or
         closing of the futures contracts. At September 30, 1998, the Portfolio
         had entered into the following financial futures contracts:


                                       23
<PAGE>

                     Standish, Ayer & Wood Master Portfolio
                            Standish Equity Portfolio

                          Notes to Financial Statements
- --------------------------------------------------------------------------------

         Futures Contracts -- continued

<TABLE>
<CAPTION>
                                                                             Underlying
                                                                           Face/amount at      Unrealized
                     Contract               Position      Expiration Date       value         Gain/(Loss)
           --------------------------------------------------------------------------------------------------
           <S>                                <C>            <C>             <C>             <C>
           S & P 500 (42 Contracts)           Long           12/18/98        10,773,000      $ (127,071)
                                                                                             ===========
</TABLE>

         At September 30, 1998, the Portfolio had segregated sufficient cash
         and/or securities to cover margin requirements on open futures
         contracts.


                                       24
<PAGE>

                          Independent Auditor's Report

         To the Trustees of Standish, Ayer & Wood Master Portfolio and Investors
         of Standish Equity Portfolio:

         In our opinion, the accompanying statement of assets and liabilities,
         including the schedule of investments, and the related statements of
         operations and of changes in net assets and the supplemental data
         present fairly, in all material respects, the financial position of
         Standish Equity Portfolio, at September 30, 1998, the results of its
         operations, the changes in its net assets and the supplementary data
         for the periods indicated therein, in conformity with generally
         accepted accounting principles. These financial statements and
         supplementary data (herein referred to as "financial statements") are
         the responsibility of the Portfolio's management; our responsibility is
         to express an opinion on these financial statements based on our
         audits. We conducted our audits of these financial statements in
         accordance with generally accepted auditing standards which require
         that we plan and perform the audit to obtain reasonable assurance about
         whether the financial statements are free of material misstatement. An
         audit includes examining, on a test basis, evidence supporting the
         amounts and disclosures in the financial statements, assessing the
         accounting principles used and significant estimates made by
         management, and evaluating the overall financial statement
         presentation. We believe that our audits, which included confirmation
         of securities at September 30, 1998, by correspondence with the
         custodian and brokers, provide a reasonable basis for the opinion
         expressed above.


         PricwaterhouseCoopers LLP
         Boston, Massachusetts
         November 18, 1998

<PAGE>


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<PAGE>


                      [This page intentionally left blank]

<PAGE>

                       [LOGO] STANDISH FUNDS(R)
                              One Financial Center
                              Boston, MA 02111-2662
                              (800) 729-0066
                              www.standishfunds.com


<TABLE> <S> <C>

<ARTICLE>                     6
<LEGEND>
This schedule contains summary financial information extracted from Standish,
Ayer & Wood Investment Trust form N-SAR for the period ended September 30, 1998
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK>                    0001012705
<NAME>   Standish Equity Portfolio
<SERIES>
   <NUMBER>                   1
   <NAME>   Standish Equity Portfolio
       
<S>                                               <C>
<PERIOD-TYPE>                                          12-MOS
<FISCAL-YEAR-END>                                 SEP-30-1998
<PERIOD-END>                                      SEP-30-1998
<INVESTMENTS-AT-COST>                             223,688,393
<INVESTMENTS-AT-VALUE>                            211,640,345
<RECEIVABLES>                                       2,455,817
<ASSETS-OTHER>                                        276,002
<OTHER-ITEMS-ASSETS>                                   47,341
<TOTAL-ASSETS>                                    214,419,505
<PAYABLE-FOR-SECURITIES>                            5,972,352
<SENIOR-LONG-TERM-DEBT>                                     0
<OTHER-ITEMS-LIABILITIES>                             835,330
<TOTAL-LIABILITIES>                                 6,807,682
<SENIOR-EQUITY>                                             0
<PAID-IN-CAPITAL-COMMON>                          233,456,836
<SHARES-COMMON-STOCK>                                       0
<SHARES-COMMON-PRIOR>                                       0
<ACCUMULATED-NII-CURRENT>                                   0
<OVERDISTRIBUTION-NII>                                      0
<ACCUMULATED-NET-GAINS>                                     0
<OVERDISTRIBUTION-GAINS>                                    0
<ACCUM-APPREC-OR-DEPREC>                          (25,845,013)
<NET-ASSETS>                                      207,611,823
<DIVIDEND-INCOME>                                   2,247,944
<INTEREST-INCOME>                                     602,428
<OTHER-INCOME>                                              0
<EXPENSES-NET>                                      1,315,751
<NET-INVESTMENT-INCOME>                             1,534,621
<REALIZED-GAINS-CURRENT>                           19,645,359
<APPREC-INCREASE-CURRENT>                         (46,208,987)
<NET-CHANGE-FROM-OPS>                             (25,029,007)
<EQUALIZATION>                                              0
<DISTRIBUTIONS-OF-INCOME>                                   0
<DISTRIBUTIONS-OF-GAINS>                                    0
<DISTRIBUTIONS-OTHER>                                       0
<NUMBER-OF-SHARES-SOLD>                                     0
<NUMBER-OF-SHARES-REDEEMED>                                 0
<SHARES-REINVESTED>                                         0
<NET-CHANGE-IN-ASSETS>                             37,469,818
<ACCUMULATED-NII-PRIOR>                                     0
<ACCUMULATED-GAINS-PRIOR>                                   0
<OVERDISTRIB-NII-PRIOR>                                     0
<OVERDIST-NET-GAINS-PRIOR>                                  0
<GROSS-ADVISORY-FEES>                               1,017,136
<INTEREST-EXPENSE>                                          0
<GROSS-EXPENSE>                                     1,315,751
<AVERAGE-NET-ASSETS>                              203,530,051
<PER-SHARE-NAV-BEGIN>                                    0.00
<PER-SHARE-NII>                                          0.00
<PER-SHARE-GAIN-APPREC>                                  0.00
<PER-SHARE-DIVIDEND>                                     0.00
<PER-SHARE-DISTRIBUTIONS>                                0.00
<RETURNS-OF-CAPITAL>                                     0.00
<PER-SHARE-NAV-END>                                      0.00
<EXPENSE-RATIO>                                          0.65
<AVG-DEBT-OUTSTANDING>                                      0
<AVG-DEBT-PER-SHARE>                                     0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     6
<LEGEND>
This schedule contains summary financial information extracted from Standish,
Ayer & Wood Investment Trust form N-SAR for the period ended September 30, 1998
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK>                    0001012705
<NAME>   Standish Equity Fund
<SERIES>
   <NUMBER>                   7
   <NAME>  Standish Equity Fund
       
<S>                                                  <C>
<PERIOD-TYPE>                                             12-MOS
<FISCAL-YEAR-END>                                    SEP-30-1998
<PERIOD-END>                                         SEP-30-1998
<INVESTMENTS-AT-COST>                                          0
<INVESTMENTS-AT-VALUE>                               198,773,089
<RECEIVABLES>                                            209,801
<ASSETS-OTHER>                                               390
<OTHER-ITEMS-ASSETS>                                           0
<TOTAL-ASSETS>                                       198,983,280
<PAYABLE-FOR-SECURITIES>                                       0
<SENIOR-LONG-TERM-DEBT>                                        0
<OTHER-ITEMS-LIABILITIES>                                661,508
<TOTAL-LIABILITIES>                                      661,508
<SENIOR-EQUITY>                                                0
<PAID-IN-CAPITAL-COMMON>                             191,872,989
<SHARES-COMMON-STOCK>                                  5,293,383
<SHARES-COMMON-PRIOR>                                  3,486,603
<ACCUMULATED-NII-CURRENT>                                      0
<OVERDISTRIBUTION-NII>                                   (57,846)
<ACCUMULATED-NET-GAINS>                               16,687,243
<OVERDISTRIBUTION-GAINS>                                       0
<ACCUM-APPREC-OR-DEPREC>                             (10,180,614)
<NET-ASSETS>                                         198,321,772
<DIVIDEND-INCOME>                                      2,219,683
<INTEREST-INCOME>                                        594,052
<OTHER-INCOME>                                        (1,298,402)
<EXPENSES-NET>                                           126,748
<NET-INVESTMENT-INCOME>                                1,388,585
<REALIZED-GAINS-CURRENT>                              19,863,808
<APPREC-INCREASE-CURRENT>                            (44,214,461)
<NET-CHANGE-FROM-OPS>                                (22,962,068)
<EQUALIZATION>                                                 0
<DISTRIBUTIONS-OF-INCOME>                             (1,424,444)
<DISTRIBUTIONS-OF-GAINS>                             (25,188,077)
<DISTRIBUTIONS-OTHER>                                          0
<NUMBER-OF-SHARES-SOLD>                              120,195,070
<NUMBER-OF-SHARES-REDEEMED>                          (67,419,444)
<SHARES-REINVESTED>                                   24,950,939
<NET-CHANGE-IN-ASSETS>                                77,726,565
<ACCUMULATED-NII-PRIOR>                                        0
<ACCUMULATED-GAINS-PRIOR>                             22,011,512
<OVERDISTRIB-NII-PRIOR>                                  (21,987)
<OVERDIST-NET-GAINS-PRIOR>                                     0
<GROSS-ADVISORY-FEES>                                          0
<INTEREST-EXPENSE>                                             0
<GROSS-EXPENSE>                                          126,748
<AVERAGE-NET-ASSETS>                                 200,587,386
<PER-SHARE-NAV-BEGIN>                                      48.81
<PER-SHARE-NII>                                             0.30
<PER-SHARE-GAIN-APPREC>                                    (4.30)
<PER-SHARE-DIVIDEND>                                       (0.30)
<PER-SHARE-DISTRIBUTIONS>                                  (7.04)
<RETURNS-OF-CAPITAL>                                        0.00
<PER-SHARE-NAV-END>                                        37.47
<EXPENSE-RATIO>                                             0.71
<AVG-DEBT-OUTSTANDING>                                         0
<AVG-DEBT-PER-SHARE>                                        0.00
        


</TABLE>


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