STANDISH AYER & WOOD MASTER PORTFOLIO /FA/
N-30D, 1998-11-24
Previous: STANDISH AYER & WOOD MASTER PORTFOLIO /FA/, N-30D, 1998-11-24
Next: STANDISH AYER & WOOD MASTER PORTFOLIO /FA/, N-30D, 1998-11-24




                     STANDISH, AYER & WOOD INVESTMENT TRUST
                    STANDISH SMALL CAPITALIZATION EQUITY FUND

                    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 SMALL CAPITALIZATION EQUITY FUND

                       Management Discussion and Analysis

Small capitalization stocks began the year on the upswing, but since April have
turned in one of the weakest performance records in recent history. Not only
have small capitalization stocks performed poorly compared to the stocks of
larger companies, in absolute terms small caps have declined precipitously. For
the full year from October 1, 1997 through September 30, 1998 the Standish Small
Cap Fund declined 27.20% compared to a decline of 24.83% for the Russell 2000
Growth Index.

Small cap stocks have underperformed large caps for more than five years, with
some notable sharp rallies as exceptions. In calendar year 1998, while earnings
forecasts have come down in concert with slower expected economic growth, the
stocks have experienced a more extreme correction. Investors have abandoned the
new issues market, raising the bar small companies must jump to raise equity
capital. Mutual fund cash inflows have slowed and in some weeks gone negative,
offsetting the benefits of a slack IPO market. While these trends may continue
in the current risk-averse markets, we believe that small caps have very
attractive characteristics.

Small cap companies, while not isolated from world events, are primarily
domestic in their operations, can grow earnings more rapidly than large caps,
and are often more flexible and entrepreneurial. It is our opinion that small
caps are underowned, oversold, neglected, and subject to very low expectations.
Over the intermediate term we believe the prospects for small caps are
excellent.

Volatility has been above norms, and months like August make analysis of
performance for the year difficult. Our stock selection made a strong
contribution for most of the year, except for the very weakest periods, when the
impact of absolute size was of overriding importance. Our focus on smaller
companies within the small cap segment of the market has hurt performance during
the past year. Our sector emphasis continues to be technology, healthcare, and
business services. Our investments in technology include software, the Internet,
communications, and media companies. In healthcare we are focused on
biotechnology and service companies. Business services include a wide variety of
industries: transaction processing, broadcasting, publishing, transportation,
and education. We target the highest quality companies, defined by business
position, management focus and intensity, balance sheet strength, and
competitive advantage. We then look for favorable valuation to initiate an
investment position. We are very price sensitive in both investing and profit
taking.

The Standish Small Cap investment team is functioning smoothly. Portfolio
management responsibilities for this fund are performed by me, while research
efforts are led by Drew Beja and Jonathan Stone. We have considerable research
expertise in the key sectors mentioned above, and our team approach ensures that
every investment receives team review. This summer Sarah Griffin joined our team
as our expert in performance attribution, quantitative support, and client
liaison. Sarah has been at Standish in various capacities prior to joining the
Small Cap team. More recently, Michael Fechter has joined Standish and will be
part of the Small Cap team specializing in marketing and client communications.
Michael was at Putnam Investments for seven years where he specialized in client
service.

In closing, it is important to remind you of the volatility of small cap
investments, particularly in the growth part of the small cap market. We attempt
to offset this volatility through diversification, sector concentration limits,
and particular attention to business quality, balance sheet strength, and stock
valuation. Nonetheless, we are typically fully invested and therefore are
broadside to market volatility in the small cap arena. We remain optimistic
about the outlook for small cap stocks despite the recent challenges. We are
very appreciative of your support and thank you for your interest in the
Standish Small Cap Equity Fund.

Sincerely,


/s/ Nicholas S. Battelle

Nicholas S. Battelle


                                        3
<PAGE>

                     STANDISH, AYER & WOOD INVESTMENT TRUST
                    STANDISH SMALL CAPITALIZATION EQUITY FUND

              Comparison of Change in Value of $100,000 Investment
                     in Standish Small Capitalization Fund,
    the S&P Index, the Russell 2000 Index, and the Russell 2000 Growth Index

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

                    Standish Small
                    Capitalization    Russell 2000    S&P 500   Russell 2000
                     Equity Fund         Index         Index    Growth Index
                     -----------         -----         -----    ------------
Inception 9/1/90        100000           100000        100000      100000
9/30/90                  91650            91110         95170       90527
10/31/90                 86544            85543         94846       85451
11/30/90                 96795            92070        100850       93307
12/31/90                105117            95688        103654       97757
1/31/91                 114039           104310        108173      106938
2/28/91                 129023           116014        115908      119224
3/31/91                 134971           124146        118712      127623
4/30/91                 135963           123823        118997      126104
5/31/91                 145342           129717        124126      132194
6/30/91                 138841           122220        118441      123197
7/31/91                 149636           126497        123961      128780
8/31/91                 153870           131165        126898      134465
9/30/91                 156311           132188        124779      136492
10/31/91                168745           135678        126451      142304
11/30/91                156082           129396        121355      134880
12/31/91                173092           139748        135238      147796
1/31/92                 185514           151081        132723      159406
2/29/92                 185081           155493        134448      161107
3/31/92                 178546           150237        131827      151841
4/30/92                 168374           144964        135702      143025
5/31/92                 166166           146892        136367      142705
6/30/92                 156860           139988        134335      133605
7/31/92                 162314           144860        139830      137799
8/31/92                 161275           140760        136963      132493
9/30/92                 168201           143998        138579      136193
10/31/92                174910           148548        139064      141793
11/30/92                187808           159927        143793      155026
12/31/92                189929           165492        145561      159280
1/31/93                 191980           171086        146784      161255
2/28/93                 183826           167134        148780      152498
3/31/93                 191121           172549        151919      156426
4/30/93                 186114           167804        148243      151462
5/31/93                 195604           175221        152216      160543
6/30/93                 197702           176307        152657      160925
7/31/93                 201469           178740        152047      162531
8/31/93                 214725           186462        157809      170314
9/30/93                 226265           191720        156594      175940
10/31/93                229842           196666        159836      181028
11/30/93                228363           190255        158317      173705
12/31/93                243531           196762        160233      180560
1/31/94                 253626           202920        165681      185366
2/28/94                 252532           202190        161191      184551
3/31/94                 235027           191534        154163      173214
4/30/94                 239751           192664        156136      173479
5/31/94                 236718           190487        158697      169591
6/30/94                 224748           184068        154809      162345
7/31/94                 224696           187087        159886      164658
8/31/94                 237944           197507        166442      176741
9/30/94                 237995           196836        162364      177481
10/31/94                239530           196048        166017      179371
11/30/94                226180           188128        159974      172114
12/31/94                234638           193170        162342      176169
1/31/95                 234582           190736        166546      172580
2/28/95                 241318           198671        173037      180555
3/31/95                 248777           202068        178141      185829
4/30/95                 248443           206554        183396      188624
5/31/95                 246328           210106        190727      191095
6/30/95                 255086           221011        195152      204263
7/31/95                 280472           233741        201623      220184
8/31/95                 290271           238577        202129      222901
9/30/95                 296339           242838        210659      227490
10/31/95                282699           231979        209907      216300
11/30/95                294557           241722        219122      225848
12/31/95                304637           248098        223342      230852
1/31/96                 302870           247830        230944      228941
2/29/96                 311418           255555        233085      239381
3/31/96                 324752           260838        235330      244113
4/30/96                 362020           274785        238799      262854
5/31/96                 387093           285614        244957      276333
6/30/96                 358091           273886        245891      258377
7/31/96                 309817           249965        235027      226834
8/31/96                 336505           264478        239984      243627
9/30/96                 347415           274814        253490      256173
10/31/96                329291           270579        260481      245122
11/30/96                334746           281727        280171      251939
12/31/96                357533           289111        274621      256852
1/31/97                 370698           294887        291779      263268
2/28/97                 340993           287736        294067      247369
3/31/97                 313449           274158        281984      229912
4/30/97                 306428           274923        298790      227245
5/31/97                 354833           305522        316986      261400
6/30/97                 378865           318629        331187      270262
7/31/97                 399711           333445        357550      284099
8/31/97                 411750           341081        337527      292622
9/30/97                 457363           366048        356023      315973
10/31/97                425234           349968        344132      296996
11/30/97                423790           347703        360066      289916
12/31/97                411718           353788        366249      290078
1/31/98                 407012           348205        370300      286208
2/28/98                 448814           373952        397004      311478
3/31/98                 466683           389374        417334      324544
4/30/98                 475140           391527        421533      326534
5/31/98                 439480           370439        414287      302811
6/30/98                 433976           371217        431115      305906
8/31/98                 312159           274912        364858      215655
9/30/98                 332981           296438        388231      237522


                                        4
<PAGE>

                     Standish, Ayer & Wood Investment Trust
                    Standish Small Capitalization Equity Fund

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

<TABLE>
<S>                                                                                  <C>               <C>
Assets
   Investment in Standish Small Capitalization Equity Portfolio ("Portfolio"), 
     at value (Note 1A)                                                                                $ 147,039,456
   Receivable from investment adviser (Note 3)                                                                13,336
   Other assets                                                                                                  391
                                                                                                       --------------
       Total assets                                                                                      147,053,183

Liabilities
   Payable for Fund shares redeemed                                                  $    35,849
   Accrued accounting, custody and transfer agent fees                                     4,681
   Accrued trustees' fees and expenses (Note 3)                                            1,984
   Accrued expenses and other liabilities                                                 10,505
                                                                                     ------------
       Total liabilities                                                                                      53,019
                                                                                                       --------------
Net Assets                                                                                             $ 147,000,164
                                                                                                       ==============
Net Assets consist of:
   Paid-in capital                                                                                     $ 147,757,396
   Accumulated net realized gain                                                                          15,272,937
   Net unrealized depreciation                                                                           (16,030,169)
                                                                                                       --------------
Total Net Assets                                                                                       $ 147,000,164
                                                                                                       ==============

Shares of beneficial interest outstanding                                                                  3,522,001
                                                                                                       ==============

Net Asset Value, offering and redemption price per share
   (Net Assets/Shares outstanding)                                                                     $       41.74
                                                                                                       ==============
</TABLE>

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


                                        5
<PAGE>

                     Standish, Ayer & Wood Investment Trust
                    Standish Small Capitalization Equity Fund

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

<TABLE>
<S>                                                                         <C>                     <C>
Investment Income (Note 1B)
   Interest income allocated from Portfolio                                                         $     286,405
   Dividend income allocated from Portfolio                                                                98,958
   Expenses allocated from Portfolio                                                                   (1,645,345)
                                                                                                    --------------
       Net investment income allocated from Portfolio                                                  (1,259,982)

Expenses
   Accounting, custody and transfer agent fees                              $    42,785
   Legal and audit services                                                      30,569
   Registration fees                                                              9,900
   Trustees' fees and expenses (Note 3)                                           3,578
   Insurance expense                                                                994
   Miscellaneous                                                                  3,815
                                                                            ------------
       Total expenses                                                            91,641

Deduct:
   Reimbursement of Fund operating expenses                                     (91,641)
                                                                            ------------
       Net expenses                                                                                             0
                                                                                                    --------------
          Net investment loss                                                                          (1,259,982)
                                                                                                    --------------
Realized and Unrealized Gain (Loss)

   Net realized gain (loss) allocated from Portfolio on:
       Investment securities transactions                                    25,456,744
       Financial futures contracts                                             (288,525)
                                                                            ------------
          Net realized gain                                                                            25,168,219

   Change in unrealized appreciation (depreciation) allocated from 
     Portfolio on:
       Investment securities                                                (84,209,775)
       Financial futures contracts                                             (219,979)
                                                                            ------------

          Change in net unrealized appreciation (depreciation)                                        (84,429,754)
                                                                                                    --------------

       Net realized and unrealized loss                                                               (59,261,535)
                                                                                                    --------------

Net Decrease in Net Assets from Operations                                                          $ (60,521,517)
                                                                                                    ==============
</TABLE>

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


                                        6
<PAGE>

                     Standish, Ayer & Wood Investment Trust
                    Standish Small Capitalization 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 loss                                      $  (1,259,982)       $    (996,730)       $    (971,564)
   Net realized gain                                           25,168,219           24,823,794           37,360,958
   Change in net unrealized appreciation
      (depreciation)                                          (84,429,754)          36,079,031           (2,412,418)
                                                            --------------       --------------       --------------
      Net increase (decrease) in Net Assets from
      Investment Operations                                   (60,521,517)          59,906,095           33,976,976
                                                            --------------       --------------       --------------

Distributions to Shareholders (Note2)
   From net realized gain                                     (32,065,343)          (4,207,292)         (39,018,707)
                                                            --------------       --------------       --------------

Fund Share (principal) Transactions (Note 5)
   Net proceeds from sale of shares                            28,517,984           23,255,837           63,681,602
   Value of shares issued to shareholders
       in payment of distributions declared                    29,237,802            3,950,929           36,043,859
   Cost of shares redeemed                                    (92,536,928)         (52,668,241)         (31,022,858)
                                                            --------------       --------------       --------------
      Increase (decrease) in Net Assets from Fund
      share transactions                                      (34,781,142)         (25,461,475)          68,702,603
                                                            --------------       --------------       --------------

Total Increase (Decrease) in Net Assets                      (127,368,002)          30,237,328           63,660,872

Net Assets
   At beginning of year                                       274,368,166          244,130,838          180,469,966
                                                            --------------       --------------       --------------

   At end of year                                           $ 147,000,164        $ 274,368,166        $ 244,130,838
                                                            ==============       ==============       ==============
</TABLE>

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


                                        7
<PAGE>

                     Standish, Ayer & Wood Investment Trust
                    Standish Small Capitalization Equity Fund

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

<TABLE>
<CAPTION>
                                                     Year Ended
                                                    September 30,                 Year Ended December 31,
                                               -----------------------  --------------------------------------------
                                               1998 (1)    1997 (1)*       1996       1995        1994        1993
                                              ---------    ---------    ---------  ----------  ----------  ---------
<S>                                           <C>          <C>          <C>        <C>         <C>         <C> 
Net Asset Value, Beginning of Year            $  66.50     $  52.96     $  53.46   $   42.15   $   48.97   $  39.83
                                              ---------    ---------    ---------  ----------  ----------  ---------
Investment Operations:
   Net investment loss **                        (0.31)       (0.23)          --          --          --      (0.07)
   Net realized and unrealized gain (loss)
      on investments                            (16.57)       14.80         9.29       12.57       (1.84)     11.31
                                              ---------    ---------    ---------  ----------  ----------  ---------
Total from Investment Operations                (16.88)       14.57         9.29       12.57       (1.84)     11.24
                                              ---------    ---------    ---------  ----------  ----------  ---------
Less distributions declared to shareholders
   From net realized gain on investments         (7.88)       (1.03)       (9.79)      (1.26)      (4.98)     (2.10)
                                              ---------    ---------    ---------  ----------  ----------  ---------
Net Asset Value, End of Year                  $  41.74     $  66.50     $  52.96   $   53.46   $   42.15   $  48.97
                                              =========    =========    =========  ==========  ==========  =========

Total Return                                    (27.20)%      27.92%       17.36%      29.83%      (3.66)%    28.21%

Ratios/Supplemental Data:
   Expenses (to average daily net assets)
      ** (2)                                      0.74%        0.74%+       0.75%       0.75%       0.79%      0.88%
   Net investment loss (to average daily
      net assets) **                             (0.57)%      (0.57)%+     (0.44)%     (0.30)%     (0.27)%    (0.18)%
   Portfolio turnover (3)                           --           --           28%        103%         95%       118%
   Net assets, end of year (000's omitted)    $147,000     $274,368     $244,131   $ 180,470   $ 107,591   $ 85,141

- -----------------------------------------------
   ** 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 undertaken, the
      investment income per share and the ratios would have been:

   Net investment income (loss) per share     $  (0.34)    $  (0.23)    $  (0.01)         --          --         --
   Ratios (to average daily net assets):
   Expenses (2)                                   0.78%        0.74%+       0.76%         --          --         --
   Net investment loss                           (0.61)%      (0.57)%+     (0.45)%        --          --         --
</TABLE>

*   For the nine months ended September 30, 1997.

+   Computed on an annualized basis.

(1) Calculated based on average shares outstanding.

(2) Includes the Fund's share of the Standish Small Capitalization Equity
    Portfolio's allocated expenses for periods after May 3, 1996.

(3) Portfolio turnover represents activity while the Fund was investing directly
    in securities. The portfolio turnover 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 Small Capitalization 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 Small Capitalization Equity Fund (the "Fund") is a
         separate diversified investment series of the Trust.

         The Fund invests all of its investable assets in an interest in the
         Standish Small Capitalization 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 its 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 of 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 differences are primarily due to
         differing treatments for futures transactions. Permanent book and tax
         basis differences 


                                        9
<PAGE>

                     Standish, Ayer & Wood Investment Trust
                    Standish Small Capitalization Equity Fund

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

         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. For the year ended September 30,
         1998, SA&W voluntarily agreed to limit the aggregate annual operating
         expenses of the Fund and its pro-rata share of expenses allocated from
         the Portfolio (excluding commissions, taxes and extraordinary expenses)
         to 0.74% of the Fund's average daily net assets. This agreement is
         voluntary and temporary and may be discontinued or revised by SA&W at
         any time. Pursuant to this agreement, SA&W voluntarily reimbursed the
         Fund for operating expenses in the amount of $91,641 for the year ended
         September 30, 1998. The Trust pays no compensation directly to its
         trustees who are affiliated with the 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 $28,793,245 and
         $95,396,467, 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...............................          584,804              431,424            1,100,618
         Shares issued to shareholders in payment 
           of distributions declared...............          592,338               73,437              562,742
         Shares redeemed...........................       (1,780,964)            (988,851)            (531,585)
                                                      ------------------    ------------------    -----------------
         Net decrease..............................         (603,822)            (483,990)          (1,131,775)
                                                      ==================    ==================    =================
</TABLE>

         Effective December 20, 1996, the Fund was closed to new investors.

- --------------------------------------------------------------------------------

         Tax Information--Unaudited

         Pursuant to section 852 of the Internal Revenue Code the Fund
         designates $12,787,498 capital gains dividends for the year ended
         September 30, 1998. Of this amount $8,500,948 and $4,286,550 represent
         28% and 20% long term gain designations, respectively.


                                       10
<PAGE>

                        Report of Independent Accountants

         To the Trustees of Standish, Ayer & Wood Investment Trust and the
         Shareholders of Standish Small Capitalization 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 financial highlights present fairly, in all material respects, the
         financial position of Standish, Ayer & Wood Investment Trust: Standish
         Small Capitalization Equity Fund (the "Fund"), at September 30, 1998,
         and the results of its operations, the changes in its net assets and
         the financial highlights for each of 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


                                       11
<PAGE>


                     Standish, Ayer & Wood Investment Trust
                 Standish Small Capitalization Equity Portfolio

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

<TABLE>
<CAPTION>
                                                                                                          Value
Security                                                                              Shares            (Note 1A)
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>            <C>            
EQUITIES -- 94.0%

Capital Goods -- 7.0%
AFC Cable Systems, Inc.*                                                               60,100        $     1,427,375
Aviation Sales Co.*                                                                    43,800              1,267,463
Ballantyne Of Omaha, Inc.*                                                            157,500              1,289,531
Eagle USA Airfreight, Inc.*                                                            93,800              1,313,200
Kellstrom Industries, Inc.*                                                            61,900                858,863
Kroll-Ogara Co.*                                                                       43,600              1,019,150
Service Experts Inc.*                                                                  59,500              1,654,844
Tristar Aerospace Co.*                                                                 54,700                526,488
Triumph Group Inc.*                                                                    47,300              1,407,175
                                                                                                     ----------------
                                                                                                          10,764,089
                                                                                                     ----------------

Consumer Stable -- 1.5%
United Natural Foods Inc.*                                                             89,400              2,279,700
                                                                                                     ----------------

Early Cyclical -- 4.5%
Atlantic Coast Airlines, Inc.*                                                        123,700              2,891,488
Excelsior-Henderson Motorcycle*                                                       298,600              2,202,175
Midwest Express Holdings*                                                              53,800              1,802,300
                                                                                                     ----------------
                                                                                                           6,895,963
                                                                                                     ----------------

Energy -- 1.0%
Cal Dive International, Inc.*                                                          83,800              1,508,400
                                                                                                     ----------------

Financial -- 1.8%
First Sierra Financial, Inc.*                                                         108,000                978,750
Indigo Aviation ADR*                                                                  141,300              1,218,713
Linc Capital Inc.*                                                                     66,600                641,025
                                                                                                     ----------------
                                                                                                           2,838,488
                                                                                                     ----------------

Growth Cyclical -- 7.7%
Hibbet Sporting Goods Inc.*                                                            65,700              1,646,606
North Face, Inc.*                                                                     195,600              2,542,800
PC Connection, Inc.*                                                                  183,300              1,878,825
ResortQuest International Inc.*                                                        32,700                288,169
Stein Mart Inc.*                                                                      142,900              1,143,200
Steiner Leisure Ltd.*                                                                 106,475              1,663,672
Tweeter Home Entertainment*                                                           120,400              1,640,450
Wet Seal, Inc., Class A*                                                               56,200                972,963
                                                                                                     ----------------
                                                                                                          11,776,685
                                                                                                     ----------------
</TABLE>

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


                                       12
<PAGE>

                     Standish, Ayer & Wood Investment Trust
                 Standish Small Capitalization Equity Portfolio

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

<TABLE>
<CAPTION>
                                                                                                          Value
Security                                                                              Shares            (Note 1A)
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>            <C>            
Health Care -- 17.1%
Chirex, Inc.*                                                                         105,000        $     1,253,438
CN Bioscience Inc.*                                                                    81,700              2,001,650
Coulter Pharmaceutical Inc.*                                                           73,700              1,833,288
Cytyc Corp.*                                                                          173,600              1,757,700
Geron Corp.*                                                                          147,300                902,213
Guilford Pharmaceuticals Inc.*                                                         99,400              1,391,600
Impath Inc.*                                                                          101,900              3,031,525
Inhale Therapeutic Systems*                                                            85,800              2,402,400
Leukosite, Inc.*                                                                      146,400              1,098,000
Ligand Pharmaceuticals, Class B*                                                      153,300              1,398,863
Neurogen Corp.*                                                                       107,900              1,780,350
Novoste Corp.*                                                                        135,100              1,739,413
Pharmaceutical Product Development*                                                    29,000                812,000
Quadramed Corp.*                                                                       78,700              1,583,838
Res-Care Inc.*                                                                        116,300              2,180,625
Vical Inc.*                                                                           103,900              1,142,900
                                                                                                     ----------------
                                                                                                          26,309,803
                                                                                                     ----------------

Services -- 33.6%
Abacus Direct Corp.*                                                                   54,400              2,774,392
Barnett, Inc.*                                                                         27,000                229,500
Billing Info Concepts Corp.*                                                          173,000              2,422,000
CCC Information Services Group*                                                        64,200                802,500
Charles River Associates, Inc.*                                                        40,600                964,250
CKS Group, Inc.*                                                                       99,600              1,761,675
Computer Task Group, Inc.                                                              46,000              1,348,375
CulturalAccessWorldWide, Inc.*                                                        146,500                668,406
Data Processing Resources Corp.*                                                       70,300              2,056,275
Emmis Broadcasting Corp., Class A*                                                     63,700              2,404,675
F.Y.I. Inc.*                                                                          114,100              2,795,450
Gray Communications Systems, Class B                                                   87,700              2,181,538
Hagler Bailly*                                                                         74,200              1,446,900
Inspire Insurance Solutions*                                                           63,550              1,501,369
Intelligroup, Inc.*                                                                   132,000              2,244,000
Intl Telecomm Data Systems*                                                            65,550              1,900,950
Metro Networks Inc.*                                                                   55,000              2,014,375
Metzler Group, Inc.*                                                                   91,450              3,132,163
NCO Group Inc.*                                                                        81,400              2,263,938
On Assignment Inc.*                                                                    75,900              2,808,300
Personnel Group of America, Inc.*                                                     107,100              1,318,669
Rental Service Corp.*                                                                  86,200              1,551,600
</TABLE>

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


                                       13
<PAGE>

                     Standish, Ayer & Wood Investment Trust
                 Standish Small Capitalization Equity Portfolio

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

<TABLE>
<CAPTION>
                                                                                                          Value
Security                                                                              Shares            (Note 1A)
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>            <C>            
Services (continued)
Scandinavian Broadcast Systems Corp.*                                                 264,400        $     5,618,500
SPR Inc.*                                                                             113,400              2,608,200
Ultimate Software Group Inc.*                                                           9,700                 92,150
Wilmar Industries Inc.*                                                               129,500              2,751,875
                                                                                                     ----------------
                                                                                                          51,662,025
                                                                                                     ----------------

Technology -- 19.8%
Applied Micro Circuits Corp.*                                                          64,300                956,463
Aspen Technologies, Inc.*                                                              51,300              1,372,275
ATMI Inc.*                                                                            138,600              1,923,075
Best Software, Inc.*                                                                   93,700              2,248,800
C-Net Inc.*                                                                            20,800                951,600
Datastream Systems, Inc.*                                                             125,700              2,191,894
Davox Corp.*                                                                          181,200              1,698,750
Deltek Systems, Inc.*                                                                 113,200              2,087,125
DSP Group Inc.*                                                                        84,000              1,239,000
Infinium Software, Inc.*                                                              170,500              1,598,438
JDA Software Group Inc.*                                                              123,600              1,707,225
Landmark Systems Corp.*                                                                89,400                726,375
Lecroy Corp.*                                                                          88,600              1,196,100
Micrel, Inc.*                                                                          25,400                673,100
Parlex Corp.*                                                                          96,300                884,756
Pegasystems, Inc.*                                                                     71,800              1,103,925
Pervasive Software, Inc.*                                                             208,600              2,268,525
Photronics Inc.*                                                                       85,000              1,083,750
SBS Technologies Inc.*                                                                 51,900              1,297,500
Semtech Corp.*                                                                         77,200              1,437,850
Unitrode Corp.*                                                                       169,400              1,799,875
                                                                                                     ----------------
                                                                                                          30,446,401
                                                                                                     ----------------

TOTAL EQUITIES (COST $162,034,782)                                                                       144,481,554
                                                                                                     ----------------
</TABLE>

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


                                       14
<PAGE>

                     Standish, Ayer & Wood Investment Trust
                 Standish Small Capitalization Equity Portfolio

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

<TABLE>
<CAPTION>
                                                                                            Par           Value
Security                                                  Rate            Maturity         Value        (Note 1A)
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>             <C>              <C>       <C>            
SHORT-TERM INVESTMENTS -- 5.9%

U.S. Government Agency -- 0.4%
FHLMC Discount+                                           0.000%          12/08/1998       200,000   $       197,866
FHLB Discount+                                            0.000%          12/11/1998       200,000           197,870
FHLB Discount+                                            0.000%          12/16/1998       150,000           148,335
FNMA Discount Note+                                       0.000%          12/04/1998       100,000            99,063

                                                                                                     ----------------
Total U.S. Government Agency (Cost $643,303)                                                                 643,134
                                                                                                     ----------------

Repurchase Agreements -- 5.5%
Salomon Smith Barney Inc. Repurchase Agreement, dated 9/30/98, due 10/1/98, with
a maturity value of $761,234 and an effective yield of 4.75%, collateralized by a
U.S. Treasury obligation with a rate of 5.75%, a maturity date of 12/31/98 and a
market value of $776,356.                                                                                    761,133

Prudential-Bache Repurchase Agreement, dated 9/30/98, due 10/1/98, with a
maturity value of $7,706,048 and an effective yield of 4.75%, collateralized by
U.S. Government Agency obligations with rates ranging from 5.5% to 8.5% with
maturity dates ranging from 12/01/10 to 2/01/31 and an aggregate market value of
$7,859,379.                                                                                                7,705,031

                                                                                                     ----------------
Total Repurchase Agreements (Cost $8,466,164)                                                              8,466,164
                                                                                                     ----------------

TOTAL SHORT-TERM INVESTMENTS (COST $9,109,467)                                                             9,109,298
                                                                                                     ----------------

TOTAL INVESTMENTS -- 99.9% (COST $171,144,249)                                                       $   153,590,852

Other Assets, Less Liabilities -- 0.1%                                                                       205,962
                                                                                                     ================

NET ASSETS -- 100%                                                                                   $   153,796,814
                                                                                                     ================
</TABLE>

Notes to the Schedule of Investments:

FHLB - Federal Home Loan Bank 
FHLMC - Federal Home Loan Mortgage Corporation
FNMA - Federal National Mortgage Association 

*     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.


                                       15
<PAGE>

                     Standish, Ayer & Wood Master Portfolio
                 Standish Small Capitalization Equity Portfolio

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

<TABLE>
<S>                                                                                  <C>               <C>
Assets
   Investments, at value (Note 1A) (identified cost, $171,144,249)                                     $ 153,590,852
   Cash                                                                                                      281,709
   Receivable for investments sold                                                                         1,646,205
   Interest and dividends receivable                                                                           1,154
   Deferred organization costs (Note 1E)                                                                      38,660
   Prepaid expenses                                                                                            8,686
                                                                                                       --------------
       Total assets                                                                                      155,567,266

Liabilities
   Payable for investments purchased                                                 $ 1,259,785
   Payable to Investment Advisor (Note 2)                                                282,559
   Payable for daily variation margin on open financial futures contracts (Note 5)       175,275
   Accrued accounting and custody fees                                                    19,419
   Accrued trustees' fees and expenses (Note 2)                                            2,852
   Accrued expenses and other liabilities                                                 30,562
                                                                                     ------------
       Total liabilities                                                                                   1,770,452
                                                                                                       --------------

Net Assets (applicable to investors' beneficial interests)                                             $ 153,796,814
                                                                                                       ==============
</TABLE>

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


                                       16
<PAGE>

                     Standish, Ayer & Wood Master Portfolio
                 Standish Small Capitalization Equity Portfolio

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

<TABLE>
<S>                                                                            <C>                   <C>
Investment Income (Note 1C)
   Interest income                                                                                   $     293,321
   Dividend income                                                                                         100,114
                                                                                                     ---------------
       Total income                                                                                        393,435

Expenses
   Investment advisory fee (Note 2)                                            $  1,363,260
   Accounting and custody fees                                                      195,692
   Legal and audit services                                                          38,736
   Licensing fees                                                                    21,058
   Trustees fees and expenses (Note 2)                                               20,826
   Amortization of organization expense (Note 1E)                                    14,936
   Insurance expense                                                                  8,337
   Miscellaneous                                                                     14,208
                                                                               -------------

       Total expenses                                                                                    1,677,053
                                                                                                     ---------------

          Net investment income                                                                         (1,283,618)
                                                                                                     ---------------

Realized and Unrealized Gain (Loss)
   Net realized gain (loss)
       Investment security transactions                                          24,396,251
       Financial futures contracts                                                 (320,775)
                                                                               -------------
          Net realized gain                                                                             24,075,476

   Change in unrealized appreciation (depreciation)
       Investment securities                                                    (85,951,770)
       Financial futures contracts                                                 (231,590)
                                                                               -------------
          Change in net unrealized appreciation (depreciation)                                         (86,183,360)
                                                                                                     ---------------

       Net realized and unrealized loss                                                                (62,107,884)
                                                                                                     ---------------

Net Decrease in Net Assets from Operations                                                           $ (63,391,502)
                                                                                                     ===============
</TABLE>

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


                                       17
<PAGE>

                     Standish, Ayer & Wood Master Portfolio
                 Standish Small Capitalization 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 loss                             $  (1,283,618)         $    (953,105)         $   (654,065)
   Net realized gain                                  24,075,476             24,823,815            21,512,706
   Change in net unrealized appreciation
      (depreciation)                                 (86,183,360)            36,079,039           (23,038,475)
                                                   --------------         --------------         -------------
      Net increase (decrease) in Net Assets
      from Investment Operations                     (63,391,502)            59,949,749            (2,179,834)
                                                   --------------         --------------         -------------

Capital Transactions
   Assets contributed by Standish Small
      Capitalization Equity Fund at
      commencement (including unrealized
      appreciation of $55,359,029)                            --                     --           233,108,124
   Contributions                                      39,862,755             23,224,550            39,060,115
   Withdrawals                                       (96,838,761)           (55,662,397)          (23,335,985)
                                                   --------------         --------------         -------------
      Increase (decrease) in Net Assets
      resulting from capital transactions            (56,976,006)           (32,437,847)          248,832,254
                                                   --------------         --------------         -------------

Total Increase (Decrease) in Net Assets             (120,367,508)            27,511,902           246,652,420

Net Assets:
   At beginning of year                              274,164,322            246,652,420                    --
                                                   --------------         --------------         -------------

   At end of year                                  $ 153,796,814          $ 274,164,322          $246,652,420
                                                   ==============         ==============         =============
</TABLE>

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


                                       18
<PAGE>

                     Standish, Ayer & Wood Master Portfolio
                 Standish Small Capitalization Equity Portfolio

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

<TABLE>
<CAPTION>
                                                                                                     For the period  
                                                                                                       May 3, 1996   
                                                                                                    (commencement of 
                                                           Year Ended        Nine Months Ended       operations) to  
                                                       September 30, 1998   September 30, 1997      December 31, 1996
                                                      --------------------- --------------------   --------------------
<S>                                                       <C>                  <C>                   <C>     
Ratios:
   Expenses (to average daily net assets)                     0.74%                 0.71%+               0.73%+
   Net investment loss (to average daily net assets)*        (0.57)%               (0.54)%+             (0.43)%+
Portfolio Turnover                                             107%                   70%                  76%
Net assets, end of year (000's omitted)                   $153,797             $ 274,164             $246,652
</TABLE>

- ------------------------------------

+  Computed on an annualized basis.

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


                                       19
<PAGE>

                     Standish, Ayer & Wood Master Portfolio
                 Standish Small Capitalization 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 Small Capitalization 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 transactions 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.


                                       20
<PAGE>

                     Standish, Ayer & Wood Master Portfolio
                 Standish Small Capitalization 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 0.60% 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 short-term
         obligations, were as follows:

<TABLE>
<CAPTION>
                                                                   Year Ended
                                                               September 30, 1998
                                                      -------------------------------------
                                                          Purchases             Sales
                                                      -----------------  ------------------
           <S>                                        <C>                <C>               
           U.S. Government Securities................ $       1,601,959  $               --
                                                      =================  ==================
           Investments (non-U.S. Government
           Securities)............................... $     232,543,213  $      298,435,425
                                                      =================  ==================
</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:

           Aggregate Cost....................................... $ 171,743,942
                                                                 ==============
           Gross unrealized appreciation........................ $  13,646,848
           Gross unrealized depreciation........................ $ (31,799,938)
                                                                 --------------
           Net unrealized appreciation (depreciation)........... $ (18,153,090)
                                                                 ==============

(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:


                                       21
<PAGE>

                     Standish, Ayer & Wood Master Portfolio
                 Standish Small Capitalization Equity Portfolio

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

         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 again 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 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 contracts' 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 during 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 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 indices, 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 fund'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. The Portfolio had the following open
         financial futures contracts at September 30, 1998.

<TABLE>
<CAPTION>
                                                                              Underlying
                                                                            Face Amount at       Unrealized
                     Contract               Position      Expiration Date        value          Depreciation
           ------------------------------------------------------------------------------------------------------
           <S>                                <C>             <C>             <C>                <C>      
           Mid Cap 400 (57 contracts)         Long            12/18/98        $ 8,869,200        $(230,370)
                                                                                                 =========
</TABLE>

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


                                       22
<PAGE>

                          Independent Auditor's Report

         To the Trustees of Standish, Ayer & Wood Master Portfolio and the
         Investors of Standish Small Capitalization 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 supplementary data
         present fairly, in all material respects, the financial position of
         Standish Small Capitalization Equity Portfolio at September 30, 1998,
         the results of its operations, the changes in its net assets and the
         supplementary data for each of 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.


         PricewaterhouseCoopers LLP
         Boston, Massachusetts
         November 18, 1998


                                       23
<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 Small Capitalization Equity Portfolio
<SERIES>
   <NUMBER>                   2
   <NAME>  Standish Small Capitalization Equity Portfolio
       
<S>                                               <C>
<PERIOD-TYPE>                                           12-MOS 
<FISCAL-YEAR-END>                                  SEP-30-1998 
<PERIOD-END>                                       SEP-30-1998  
<INVESTMENTS-AT-COST>                              171,144,249 
<INVESTMENTS-AT-VALUE>                             153,590,852 
<RECEIVABLES>                                        1,647,359 
<ASSETS-OTHER>                                         281,709 
<OTHER-ITEMS-ASSETS>                                    47,346 
<TOTAL-ASSETS>                                     155,567,266 
<PAYABLE-FOR-SECURITIES>                             1,259,785 
<SENIOR-LONG-TERM-DEBT>                                      0 
<OTHER-ITEMS-LIABILITIES>                              510,667 
<TOTAL-LIABILITIES>                                  1,770,452 
<SENIOR-EQUITY>                                              0 
<PAID-IN-CAPITAL-COMMON>                           226,939,604 
<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>                           (73,142,790)
<NET-ASSETS>                                       153,796,814 
<DIVIDEND-INCOME>                                      100,114 
<INTEREST-INCOME>                                      293,321 
<OTHER-INCOME>                                               0 
<EXPENSES-NET>                                       1,677,053 
<NET-INVESTMENT-INCOME>                             (1,283,618)
<REALIZED-GAINS-CURRENT>                            24,075,476 
<APPREC-INCREASE-CURRENT>                          (86,183,360)
<NET-CHANGE-FROM-OPS>                              (63,391,502)
<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>                            (120,367,508)
<ACCUMULATED-NII-PRIOR>                                      0 
<ACCUMULATED-GAINS-PRIOR>                                    0 
<OVERDISTRIB-NII-PRIOR>                                      0 
<OVERDIST-NET-GAINS-PRIOR>                                   0 
<GROSS-ADVISORY-FEES>                                1,363,260 
<INTEREST-EXPENSE>                                           0 
<GROSS-EXPENSE>                                      1,677,053 
<AVERAGE-NET-ASSETS>                               226,880,316 
<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>                                           0.74 
<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 Small Capitalization Equity Fund
<SERIES>
   <NUMBER>                   5
   <NAME> Standish Small Capitalization 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>                              147,039,456
<RECEIVABLES>                                            13,336
<ASSETS-OTHER>                                              391
<OTHER-ITEMS-ASSETS>                                          0
<TOTAL-ASSETS>                                      147,053,183
<PAYABLE-FOR-SECURITIES>                                      0
<SENIOR-LONG-TERM-DEBT>                                       0
<OTHER-ITEMS-LIABILITIES>                                53,019
<TOTAL-LIABILITIES>                                      53,019
<SENIOR-EQUITY>                                               0
<PAID-IN-CAPITAL-COMMON>                            147,757,396
<SHARES-COMMON-STOCK>                                 3,522,001
<SHARES-COMMON-PRIOR>                                 4,125,823
<ACCUMULATED-NII-CURRENT>                                     0
<OVERDISTRIBUTION-NII>                                        0
<ACCUMULATED-NET-GAINS>                              15,272,937
<OVERDISTRIBUTION-GAINS>                                      0
<ACCUM-APPREC-OR-DEPREC>                            (16,030,169)
<NET-ASSETS>                                        147,000,164
<DIVIDEND-INCOME>                                        98,958
<INTEREST-INCOME>                                       286,405
<OTHER-INCOME>                                       (1,645,345)
<EXPENSES-NET>                                                0
<NET-INVESTMENT-INCOME>                              (1,259,982)
<REALIZED-GAINS-CURRENT>                             25,168,219
<APPREC-INCREASE-CURRENT>                           (84,429,754)
<NET-CHANGE-FROM-OPS>                               (60,521,517)
<EQUALIZATION>                                                0
<DISTRIBUTIONS-OF-INCOME>                                     0
<DISTRIBUTIONS-OF-GAINS>                            (32,065,343)
<DISTRIBUTIONS-OTHER>                                         0
<NUMBER-OF-SHARES-SOLD>                                 584,804
<NUMBER-OF-SHARES-REDEEMED>                           1,780,964
<SHARES-REINVESTED>                                     592,338
<NET-CHANGE-IN-ASSETS>                             (127,368,002)
<ACCUMULATED-NII-PRIOR>                                       0
<ACCUMULATED-GAINS-PRIOR>                            23,572,592
<OVERDISTRIB-NII-PRIOR>                                       0
<OVERDIST-NET-GAINS-PRIOR>                                    0
<GROSS-ADVISORY-FEES>                                         0
<INTEREST-EXPENSE>                                            0
<GROSS-EXPENSE>                                          91,641
<AVERAGE-NET-ASSETS>                                222,238,070
<PER-SHARE-NAV-BEGIN>                                     66.50
<PER-SHARE-NII>                                           (0.31)
<PER-SHARE-GAIN-APPREC>                                  (16.57)
<PER-SHARE-DIVIDEND>                                       0.00
<PER-SHARE-DISTRIBUTIONS>                                 (7.88)
<RETURNS-OF-CAPITAL>                                       0.00
<PER-SHARE-NAV-END>                                       41.74
<EXPENSE-RATIO>                                            0.74
<AVG-DEBT-OUTSTANDING>                                        0
<AVG-DEBT-PER-SHARE>                                       0.00
        


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission