STANDISH AYER & WOOD INVESTMENT TRUST
497, 1996-04-30
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SUPPLEMENT DATED APRIL 29, 1996


                              TO THE PROSPECTUS OF

                     STANDISH FIXED INCOME FUND (THE "FUND")

                              DATED APRIL 29, 1996




         At a Special Meeting of Shareholders held on March 29, 1996, the Fund's
shareholders  authorized,  among  other  things,  the Fund to invest  all of its
investable assets in Standish Fixed Income Portfolio (the "Portfolio"),  thereby
converting the Fund to the Hub and Spoke1  master-feeder  fund structure.  As of
the date of the attached  Prospectus  the Fund has not yet  converted to the Hub
and  Spoke   master-feeder  fund  structure  as  described  in  the  Prospectus.
Accordingly,   the  Fund  continues  to  retain  Standish,  Ayer  &  Wood,  Inc.
("Standish") as its investment  adviser and to invest its assets directly in the
types of  securities  in which it may  invest.  The Fund  currently  intends  to
convert to the Hub and Spoke  master-feeder fund structure as soon as reasonably
practicable.

         The following sections of the attached Prospectus are hereby revised as
follows:

GENERAL

         All  references  in the  attached  Prospectus  to the Fund  seeking  to
achieve its  investment  objective  by  investing  in the  Portfolio  are hereby
deleted.

EXPENSE INFORMATION

         The  following   information  replaces  the  section  of  the  attached
Prospectus captioned "Expense Information":


SHAREHOLDER TRANSACTION EXPENSES

Maximum Sales Load Imposed on Purchases                                     None
Maximum Sales Load Imposed on Reinvested Dividends                          None
Deferred Sales Load                                                         None
Redemption Fees                                                             None

ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)

Management Fees                                                            0.32%
12b-1 Fees                                                                  None
Other Expenses                                                             0.06%
                                                                           -----
Total Fund Operating Expenses                                              0.38%
                                                                           =====
- -----------------
{R}Hub and Spoke is a registered service mark of Signature Financial Group, Inc.

<PAGE>

EXAMPLE                                         1 yr.   3 yrs.   5yrs.   10 yrs.
- -------                                         -----   ------   -----   -------

You would pay the following expenses on          $4      $12      $21      $48
a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at
the end of each time period:

         The  purpose  of  the  above  table  is  to  assist  the   investor  in
understanding the various costs and expenses of the Fund that an investor in the
Fund will bear directly or indirectly.  See  "Management -- Investment  Adviser"
and "Management -- Expenses." The figure shown in the caption "Other  Expenses,"
which  includes,   among  other  things,  custodian  and  transfer  agent  fees,
registration  costs and payments for insurance and audit and legal services,  is
based on the Fund's expenses for the fiscal year ended December 31, 1995.

         THE INFORMATION IN THE TABLE AND HYPOTHETICAL  EXAMPLE ABOVE SHOULD NOT
BE CONSIDERED A  REPRESENTATION  OF PAST OR FUTURE  EXPENSES AND ACTUAL EXPENSES
MAY BE GREATER OR LESS THAN THOSE SHOWN.  MOREOVER,  WHILE THE EXAMPLE ASSUMES A
5% ANNUAL RETURN,  THE FUND'S ACTUAL  PERFORMANCE WILL VARY AND MAY RESULT IN AN
ACTUAL RETURN GREATER OR LESS THAN 5%.


INVESTMENT OBJECTIVE AND POLICIES

         The description of the Portfolio's  investment objective,  policies and
restrictions under the section captioned  "Investment Objective and Policies" is
hereby made applicable solely to the Fund.

SPECIAL INFORMATION CONCERNING THE HUB AND SPOKE(R) MASTER-FEEDER FUND STRUCTURE

         The section of the Prospectus captioned "Special Information Concerning
the Hub and Spoke(R) Master-Feeder Fund Structure" is hereby deleted.

PURCHASE OF SHARES

         The  description of how the Portfolio  values its portfolio  securities
under the  section  captioned  "Purchase  of Shares" is hereby  made  applicable
solely to the Fund.

MANAGEMENT

         All references to (i) Standish  serving as the  Portfolio's  investment
adviser, (ii) the Portfolio's portfolio manager,  (iii) the services provided by
Standish to the  Portfolio,  and (iv) the fees paid to Standish by the Portfolio
are hereby made applicable solely to the Fund.

         The paragraph captioned "Administrator of the Fund" is hereby deleted.

         The two paragraphs under the caption  "Expenses" are hereby deleted are
replaced with the following:

         The Fund bears all expenses of its operations other than those incurred
by the Adviser under the investment  advisory  agreement.  Among other expenses,
the Fund will pay  investment  advisory  fees,  bookkeeping,  share  pricing and
shareholder servicing fees and expenses;  custodian fees and expenses; legal and
auditing fees;  expenses of prospectuses,  statements of additional  information
and shareholder  reports

<PAGE>

which  are  furnished  to  shareholders;  registration  and  reporting  fees and
expenses;  and Trustees' fees and expenses.  The Trust's Principal  Underwriter,
Standish Fund  Distributors,  L.P., bears without  subsequent  reimbursement the
distribution  expenses  attributable  to the  offering  and sale of Fund shares.
Expenses of the Trust which relate to more than one series are  allocated  among
such series by the Adviser and SIMCO in an  equitable  manner,  primarily on the
basis of relative net asset values. For the fiscal year ended December 31, 1995,
expenses  borne by the Fund  represented  0.38% of the Fund's  average daily net
assets.

THE FUND AND THE PORTFOLIO

         All references to the Portfolio are hereby deleted.

<PAGE>

SUPPLEMENT DATED APRIL 29, 1996


                  TO THE STATEMENT OF ADDITIONAL INFORMATION OF

                     STANDISH FIXED INCOME FUND (THE "FUND")

                              DATED APRIL 29, 1996




         At a Special Meeting of Shareholders held on March 29, 1996, the Fund's
shareholders  authorized,  among  other  things,  the Fund to invest  all of its
investable assets in Standish Fixed Income Portfolio (the "Portfolio"),  thereby
converting the Fund to the Hub and Spoke1  master-feeder  fund structure.  As of
the date of the attached  Statement of Additional  Information  ("SAI") the Fund
has not yet  converted  to the Hub and Spoke  master-feeder  fund  structure  as
described in the SAI. Accordingly, the Fund continues to retain Standish, Ayer &
Wood,  Inc.  ("Standish")  as its  investment  adviser  and to invest its assets
directly in the types of securities in which it may invest.  The Fund  currently
intends to convert to the Hub and Spoke  master-feeder fund structure as soon as
reasonably practicable.

         The  following  sections  of the  attached  SAI are  hereby  revised as
follows:

GENERAL

         All  references  in the attached SAI to the Fund seeking to achieve its
investment objective by investing in the Portfolio are hereby deleted.

INVESTMENT OBJECTIVE AND POLICIES

         The description of the Portfolio's  investment objective,  policies and
restrictions under the section captioned  "Investment Objective and Policies" is
hereby made applicable solely to the Fund.

INVESTMENT RESTRICTIONS

         The  description  of the  Portfolio's  restrictions  under the  section
captioned  "Investment  Restrictions"  is hereby made  applicable  solely to the
Fund.

MANAGEMENT

         The  description  of the  Portfolio  Trust's  officers  and Trustees is
hereby deleted.

         All references to (i) Standish  serving as the  Portfolio's  investment
adviser,  (ii) the services provided by Standish to the Portfolio, and (iii) the
fees paid to Standish by the Portfolio are hereby made applicable  solely to the
Fund. The Fund's investment  advisory  agreement with Standish continues in full
force and effect for  successive

- --------------
{R}Hub and Spoke is a registered service mark of Signature Financial Group, Inc.

periods  of one year,  but only so long as each  such  continuance  is  approved
annually  in the  manner  described  in the fifth  paragraph  under the  caption
"Investment Adviser of the Portfolio Trust."

         The paragraph captioned "Administrator of the Fund" is hereby deleted.

         The  paragraph  captioned  "Administrator  of the  Portfolio" is hereby
deleted.

PORTFOLIO TRANSACTIONS

         The  description  of  Standish   placing  the   Portfolio's   portfolio
transactions under the section captioned "Portfolio Transactions" is hereby made
applicable solely to the Fund.

DETERMINATION OF NET ASSET VALUE

         The second,  third and forth  paragraphs  under the  section  captioned
"Determination of Net Asset Value" are hereby deleted.  Reference is made to the
Prospectus  for the  times at which  and how the Fund  determines  its net asset
value.

THE PORTFOLIO AND ITS INVESTORS

         The section of the SAI captioned  "The  Portfolio and Its Investors" is
hereby deleted.

TAXATION

         The second paragraph under the section  captioned  "Taxation" is hereby
deleted.  All  references  to the Fund  investing  in the  Portfolio  are hereby
deleted.  The tax  consequences  associated with the Portfolio  investing in the
securities  described  under the section  captioned  "Taxation"  are hereby made
applicable to the Fund investing in such securities.

<PAGE>

SUPPLEMENT DATED APRIL 29, 1996


                              TO THE PROSPECTUS OF

                 STANDISH GLOBAL FIXED INCOME FUND (THE "FUND")

                              DATED APRIL 29, 1996




         At a Special Meeting of Shareholders held on March 29, 1996, the Fund's
shareholders  authorized,  among  other  things,  the Fund to invest  all of its
investable  assets in Standish Global Fixed Income Portfolio (the  "Portfolio"),
thereby converting the Fund to the Hub and Spoke1  master-feeder fund structure.
As of the date of the attached  Prospectus the Fund has not yet converted to the
Hub and Spoke  master-feeder  fund  structure as  described  in the  Prospectus.
Accordingly,  the Fund  continues to retain  Standish  International  Management
Company, L.P. (the "Adviser") as its investment adviser and to invest its assets
directly in the types of securities in which it may invest.  The Fund  currently
intends to convert to the Hub and Spoke  master-feeder fund structure as soon as
reasonably practicable.

         The following sections of the attached Prospectus are hereby revised as
follows:

GENERAL

         All  references  in the  attached  Prospectus  to the Fund  seeking  to
achieve its  investment  objective  by  investing  in the  Portfolio  are hereby
deleted.

EXPENSE INFORMATION

         The  following   information  replaces  the  section  of  the  attached
Prospectus captioned "Expense Information":


SHAREHOLDER TRANSACTION EXPENSES

Maximum Sales Load Imposed on Purchases                                     None
Maximum Sales Load Imposed on Reinvested Dividends                          None
Deferred Sales Load                                                         None
Redemption Fees                                                             None

ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)

Management Fees                                                            0.40%
12b-1 Fees                                                                  None
Other Expenses                                                             0.22%
                                                                           -----
Total Fund Operating Expenses                                              0.62%
                                                                           =====


- --------------
{R}Hub and Spoke is a registered service mark of Signature Financial Group, Inc.


<PAGE>

EXAMPLE                                         1 yr.   3 yrs.   5yrs.   10 yrs.
- -------                                         -----   ------   -----   -------

You would pay the following expenses on          $6       $20     $35      $77
a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at
the end of each time period:

         The  purpose  of  the  above  table  is  to  assist  the   investor  in
understanding the various costs and expenses of the Fund that an investor in the
Fund will bear directly or indirectly.  See  "Management -- Investment  Adviser"
and "Management -- Expenses." The figure shown in the caption "Other  Expenses,"
which  includes,   among  other  things,  custodian  and  transfer  agent  fees,
registration  costs and payments for insurance and audit and legal services,  is
based on the Fund's expenses for the fiscal year ended December 31, 1995.

         THE INFORMATION IN THE TABLE AND HYPOTHETICAL  EXAMPLE ABOVE SHOULD NOT
BE CONSIDERED A  REPRESENTATION  OF PAST OR FUTURE  EXPENSES AND ACTUAL EXPENSES
MAY BE GREATER OR LESS THAN THOSE SHOWN.  MOREOVER,  WHILE THE EXAMPLE ASSUMES A
5% ANNUAL RETURN,  THE FUND'S ACTUAL  PERFORMANCE WILL VARY AND MAY RESULT IN AN
ACTUAL RETURN GREATER OR LESS THAN 5%.


INVESTMENT OBJECTIVE AND POLICIES

         The description of the Portfolio's  investment objective,  policies and
restrictions under the section captioned  "Investment Objective and Policies" is
hereby made applicable solely to the Fund.

SPECIAL INFORMATION CONCERNING THE HUB AND SPOKE(R) MASTER-FEEDER FUND STRUCTURE

         The section of the Prospectus captioned "Special Information Concerning
the Hub and Spoke(R) Master-Feeder Fund Structure" is hereby deleted.

PURCHASE OF SHARES

         The  description of how the Portfolio  values its portfolio  securities
under the  section  captioned  "Purchase  of Shares" is hereby  made  applicable
solely to the Fund.

MANAGEMENT

         All references to (i) the Adviser serving as the Portfolio's investment
adviser, (ii) the Portfolio's portfolio manager,  (iii) the services provided by
the  Adviser to the  Portfolio,  and  (iv) the  fees paid to the  Adviser by the
Portfolio are hereby made applicable solely to the Fund.

         The paragraph captioned "Administrator of the Fund" is hereby deleted.

         The two paragraphs under the caption  "Expenses" are hereby deleted are
replaced with the following:

         The Fund bears all expenses of its operations other than those incurred
by the Adviser under the investment  advisory  agreement.  Among other expenses,
the Fund will pay  investment  advisory  fees,  bookkeeping,  share  pricing and
shareholder servicing fees and expenses;  custodian fees and expenses; legal and
auditing fees;  expenses of prospectuses,  statements of additional  information
and shareholder  reports

<PAGE>

which  are  furnished  to  shareholders;  registration  and  reporting  fees and
expenses;  and Trustees' fees and expenses.  The Trust's Principal  Underwriter,
Standish Fund  Distributors,  L.P., bears without  subsequent  reimbursement the
distribution  expenses  attributable  to the  offering  and sale of Fund shares.
Expenses of the Trust which relate to more than one series are  allocated  among
such series by the Adviser and Standish in an equitable manner, primarily on the
basis of relative net asset values. For the fiscal year ended December 31, 1995,
expenses  borne by the Fund  represented  0.62% of the Fund's  average daily net
assets.  The Adviser has agreed in the  advisory  agreement  to limit the Fund's
total annual operating  expenses  (excluding  brokerage  commissions,  taxes and
extraordinary  expenses) to 0.65% of the Fund's average daily net assets. If the
expense limit is exceeded, the compensation due the Adviser for such fiscal year
shall be proportionately  reduced by the amount of such excess by a reduction or
refund  thereof at the time such  compensation  is payable after the end of each
calendar month, subject to readjustment during such fiscal year.

THE FUND AND THE PORTFOLIO

         All references to the Portfolio are hereby deleted.

<PAGE>

SUPPLEMENT DATED APRIL 29, 1996


                  TO THE STATEMENT OF ADDITIONAL INFORMATION OF

                 STANDISH GLOBAL FIXED INCOME FUND (THE "FUND")

                              DATED APRIL 29, 1996




         At a Special Meeting of Shareholders held on March 29, 1996, the Fund's
shareholders  authorized,  among  other  things,  the Fund to invest  all of its
investable  assets in Standish Global Fixed Income Portfolio (the  "Portfolio"),
thereby converting the Fund to the Hub and Spoke1  master-feeder fund structure.
As of the date of the attached Statement of Additional  Information  ("SAI") the
Fund has not yet converted to the Hub and Spoke  master-feeder fund structure as
described  in the  SAI.  Accordingly,  the Fund  continues  to  retain  Standish
International Management Company, L.P. (the "Adviser") as its investment adviser
and to invest its assets  directly  in the types of  securities  in which it may
invest. The Fund currently intends to convert to the Hub and Spoke master-feeder
fund structure as soon as reasonably practicable.

         The  following  sections  of the  attached  SAI are  hereby  revised as
follows:

GENERAL

         All  references  in the attached SAI to the Fund seeking to achieve its
investment objective by investing in the Portfolio are hereby deleted.

INVESTMENT OBJECTIVE AND POLICIES

         The description of the Portfolio's  investment objective,  policies and
restrictions under the section captioned  "Investment Objective and Policies" is
hereby made applicable solely to the Fund.

INVESTMENT RESTRICTIONS

         The  description  of the  Portfolio's  restrictions  under the  section
captioned  "Investment  Restrictions"  is hereby made  applicable  solely to the
Fund.

MANAGEMENT

         The  description  of the  Portfolio  Trust's  officers  and Trustees is
hereby deleted.

         All  references to the Adviser  serving as the  Portfolio's  investment
adviser,  (ii) the  services  provided  by the  Adviser  to the  Portfolio,  and
(iii) the  fees paid to the Adviser by the Portfolio are hereby made  applicable
solely to the Fund. The Fund's  investment  advisory  agreement with the Adviser
continues in full force and effect for successive

- --------
{R}Hub and Spoke is a registered service mark of Signature Financial Group, Inc.

<PAGE>

periods  of one year,  but only so long as each  such  continuance  is  approved
annually  in the  manner  described  in the fifth  paragraph  under the  caption
"Investment Adviser of the Portfolio Trust."

         The paragraph captioned "Administrator of the Fund" is hereby deleted.

         The  paragraph  captioned  "Administrator  of the  Portfolio" is hereby
deleted.

PORTFOLIO TRANSACTIONS

         The  description  of the  Adviser  placing  the  Portfolio's  portfolio
transactions under the section captioned "Portfolio Transactions" is hereby made
applicable solely to the Fund.

DETERMINATION OF NET ASSET VALUE

         The second,  third and forth  paragraphs  under the  section  captioned
"Determination of Net Asset Value" are hereby deleted.  Reference is made to the
Prospectus  for the  times at which  and how the Fund  determines  its net asset
value.

THE PORTFOLIO AND ITS INVESTORS

         The section of the SAI captioned  "The  Portfolio and Its Investors" is
hereby deleted.

TAXATION

         The second paragraph under the section  captioned  "Taxation" is hereby
deleted.  All  references  to the Fund  investing  in the  Portfolio  are hereby
deleted.  The tax  consequences  associated with the Portfolio  investing in the
securities  described  under the section  captioned  "Taxation"  are hereby made
applicable to the Fund investing in such securities.

<PAGE>

SUPPLEMENT DATED APRIL 29, 1996


                              TO THE PROSPECTUS OF

             STANDISH SMALL CAPITALIZATION EQUITY FUND (THE "FUND")

                              DATED APRIL 29, 1996




         At a Special Meeting of Shareholders held on March 29, 1996, the Fund's
shareholders  authorized,  among  other  things,  the Fund to invest  all of its
investable  assets  in  Standish  Small  Capitalization  Equity  Portfolio  (the
"Portfolio"),  thereby  converting the Fund to the Hub and Spoke1  master-feeder
fund structure.  As of the date of the attached  Prospectus the Fund has not yet
converted to the Hub and Spoke  master-feeder fund structure as described in the
Prospectus.  Accordingly,  the Fund continues to retain  Standish,  Ayer & Wood,
Inc. ("Standish") as its investment adviser and to invest its assets directly in
the types of securities in which it may invest.  The Fund  currently  intends to
convert to the Hub and Spoke  master-feeder fund structure as soon as reasonably
practicable.

         The following sections of the attached Prospectus are hereby revised as
follows:

GENERAL

         All  references  in the  attached  Prospectus  to the Fund  seeking  to
achieve its  investment  objective  by  investing  in the  Portfolio  are hereby
deleted.

EXPENSE INFORMATION

         The  following   information  replaces  the  section  of  the  attached
Prospectus captioned "Expense Information":


SHAREHOLDER TRANSACTION EXPENSES

Maximum Sales Load Imposed on Purchases                                     None
Maximum Sales Load Imposed on Reinvested Dividends                          None
Deferred Sales Load                                                         None
Redemption Fees                                                             None

ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)

Management Fees                                                            0.60%
12b-1 Fees                                                                  None
Other Expenses                                                             0.15%
                                                                           -----
Total Fund Operating Expenses                                              0.75%
                                                                           =====

- -------------
{R}Hub and Spoke is a registered service mark of Signature Financial Group, Inc.

<PAGE>

EXAMPLE                                         1 yr.   3 yrs.   5yrs.   10 yrs.
- -------                                         -----   ------   -----   -------

You would pay the following expenses on          $8      $24      $42      $93
a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at
the end of each time period:

         The  purpose  of  the  above  table  is  to  assist  the   investor  in
understanding the various costs and expenses of the Fund that an investor in the
Fund will bear directly or indirectly.  See  "Management -- Investment  Adviser"
and "Management -- Expenses." The figure shown in the caption "Other  Expenses,"
which  includes,   among  other  things,  custodian  and  transfer  agent  fees,
registration  costs and payments for insurance and audit and legal services,  is
based on the Fund's expenses for the fiscal year ended December 31, 1995.

         THE INFORMATION IN THE TABLE AND HYPOTHETICAL  EXAMPLE ABOVE SHOULD NOT
BE CONSIDERED A  REPRESENTATION  OF PAST OR FUTURE  EXPENSES AND ACTUAL EXPENSES
MAY BE GREATER OR LESS THAN THOSE SHOWN.  MOREOVER,  WHILE THE EXAMPLE ASSUMES A
5% ANNUAL RETURN,  THE FUND'S ACTUAL  PERFORMANCE WILL VARY AND MAY RESULT IN AN
ACTUAL RETURN GREATER OR LESS THAN 5%.


INVESTMENT OBJECTIVE AND POLICIES

         The description of the Portfolio's  investment objective,  policies and
restrictions under the section captioned  "Investment Objective and Policies" is
hereby made applicable solely to the Fund.

SPECIAL INFORMATION CONCERNING THE HUB AND SPOKE(R) MASTER-FEEDER FUND STRUCTURE

         The section of the Prospectus captioned "Special Information Concerning
the Hub and Spoke(R) Master-Feeder Fund Structure" is hereby deleted.

PURCHASE OF SHARES

         The  description of how the Portfolio  values its portfolio  securities
under the  section  captioned  "Purchase  of Shares" is hereby  made  applicable
solely to the Fund.

MANAGEMENT

         All references to (i) Standish  serving as the  Portfolio's  investment
adviser, (ii) the Portfolio's portfolio manager,  (iii) the services provided by
Standish to the  Portfolio,  and (iv) the fees paid to Standish by the Portfolio
are hereby made applicable solely to the Fund.

         The paragraph captioned "Administrator of the Fund" is hereby deleted.

         The two paragraphs under the caption  "Expenses" are hereby deleted are
replaced with the following:

         The Fund bears all expenses of its operations other than those incurred
by the Adviser under the investment  advisory  agreement.  Among other expenses,
the Fund will pay  investment  advisory  fees,  bookkeeping,  share  pricing and
shareholder servicing fees and expenses;  custodian fees and expenses; legal and
auditing fees;  expenses of prospectuses,  statements of additional  information
and shareholder  reports


<PAGE>

which  are  furnished  to  shareholders;  registration  and  reporting  fees and
expenses;  and Trustees' fees and expenses.  The Trust's Principal  Underwriter,
Standish Fund  Distributors,  L.P., bears without  subsequent  reimbursement the
distribution  expenses  attributable  to the  offering  and sale of Fund shares.
Expenses of the Trust which relate to more than one series are  allocated  among
such series by the Adviser and SIMCO in an  equitable  manner,  primarily on the
basis of relative net asset values. For the fiscal year ended December 31, 1995,
expenses  borne by the Fund  represented  0.75% of the Fund's  average daily net
assets.  The Adviser has agreed in the  advisory  agreement  to limit the Fund's
total annual operating  expenses  (excluding  brokerage  commissions,  taxes and
extraordinary  expenses) to 1.50% of the Fund's average daily net assets. If the
expense limit is exceeded, the compensation due the Adviser for such fiscal year
shall be proportionately  reduced by the amount of such excess by a reduction or
refund  thereof at the time such  compensation  is payable after the end of each
calendar month, subject to readjustment during such fiscal year.

THE FUND AND THE PORTFOLIO

         All references to the Portfolio are hereby deleted.

<PAGE>

SUPPLEMENT DATED APRIL 29, 1996


                  TO THE STATEMENT OF ADDITIONAL INFORMATION OF

             STANDISH SMALL CAPITALIZATION EQUITY FUND (THE "FUND")

                              DATED APRIL 29, 1996




         At a Special Meeting of Shareholders held on March 29, 1996, the Fund's
shareholders  authorized,  among  other  things,  the Fund to invest  all of its
investable  assets  in  Standish  Small  Capitalization  Equity  Portfolio  (the
"Portfolio"),  thereby  converting the Fund to the Hub and Spoke1  master-feeder
fund  structure.  As of  the  date  of  the  attached  Statement  of  Additional
Information  ("SAI")  the  Fund  has not  yet  converted  to the  Hub and  Spoke
master-feeder  fund  structure as described  in the SAI.  Accordingly,  the Fund
continues to retain Standish,  Ayer & Wood, Inc.  ("Standish") as its investment
adviser and to invest its assets directly in the types of securities in which it
may  invest.  The  Fund  currently  intends  to  convert  to the Hub  and  Spoke
master-feeder fund structure as soon as reasonably practicable.

         The  following  sections  of the  attached  SAI are  hereby  revised as
follows:

GENERAL

         All  references  in the attached SAI to the Fund seeking to achieve its
investment objective by investing in the Portfolio are hereby deleted.

INVESTMENT OBJECTIVE AND POLICIES

         The description of the Portfolio's  investment objective,  policies and
restrictions under the section captioned  "Investment Objective and Policies" is
hereby made applicable solely to the Fund.

INVESTMENT RESTRICTIONS

         The  description  of the  Portfolio's  restrictions  under the  section
captioned  "Investment  Restrictions"  is hereby made  applicable  solely to the
Fund.

MANAGEMENT

         The  description  of the  Portfolio  Trust's  officers  and Trustees is
hereby deleted.

         All references to (i) Standish  serving as the  Portfolio's  investment
adviser,  (ii) the services provided by Standish to the Portfolio, and (iii) the
fees paid to Standish by the Portfolio are hereby made applicable  solely to the
Fund. The Fund's investment  advisory  agreement with Standish continues in full
force and effect for  successive

- --------
{R}Hub and Spoke is a registered service mark of Signature Financial Group, Inc.

<PAGE>

periods  of one year,  but only so long as each  such  continuance  is  approved
annually  in the  manner  described  in the fifth  paragraph  under the  caption
"Investment Adviser of the Portfolio Trust."

         The paragraph captioned "Administrator of the Fund" is hereby deleted.

         The  paragraph  captioned  "Administrator  of the  Portfolio" is hereby
deleted.

PORTFOLIO TRANSACTIONS

         The  description  of  Standish   placing  the   Portfolio's   portfolio
transactions under the section captioned "Portfolio Transactions" is hereby made
applicable solely to the Fund.

DETERMINATION OF NET ASSET VALUE

         The second,  third and forth  paragraphs  under the  section  captioned
"Determination of Net Asset Value" are hereby deleted.  Reference is made to the
Prospectus  for the  times at which  and how the Fund  determines  its net asset
value.

THE PORTFOLIO AND ITS INVESTORS

         The section of the SAI captioned  "The  Portfolio and Its Investors" is
hereby deleted.

TAXATION

         The second paragraph under the section  captioned  "Taxation" is hereby
deleted.  All  references  to the Fund  investing  in the  Portfolio  are hereby
deleted.  The tax  consequences  associated with the Portfolio  investing in the
securities  described  under the section  captioned  "Taxation"  are hereby made
applicable to the Fund investing in such securities.

<PAGE>

SUPPLEMENT DATED APRIL 29, 1996


                              TO THE PROSPECTUS OF

                        STANDISH EQUITY FUND (THE "FUND")

                              DATED APRIL 29, 1996




     At a Special  Meeting of  Shareholders  held on March 29, 1996,  the Fund's
shareholders  authorized,  among  other  things,  the Fund to invest  all of its
investable  assets in  Standish  Equity  Portfolio  (the  "Portfolio"),  thereby
converting the Fund to the Hub and Spoke1  master-feeder  fund structure.  As of
the date of the attached  Prospectus  the Fund has not yet  converted to the Hub
and  Spoke   master-feeder  fund  structure  as  described  in  the  Prospectus.
Accordingly,   the  Fund  continues  to  retain  Standish,  Ayer  &  Wood,  Inc.
("Standish") as its investment  adviser and to invest its assets directly in the
types of  securities  in which it may  invest.  The Fund  currently  intends  to
convert to the Hub and Spoke  master-feeder fund structure as soon as reasonably
practicable.

     The following  sections of the attached  Prospectus  are hereby  revised as
follows:

GENERAL

     All  references  in the attached  Prospectus to the Fund seeking to achieve
its investment objective by investing in the Portfolio are hereby deleted.

EXPENSE INFORMATION

     The following  information  replaces the section of the attached Prospectus
captioned "Expense Information":


SHAREHOLDER TRANSACTION EXPENSES

Maximum Sales Load Imposed on Purchases                                     None
Maximum Sales Load Imposed on Reinvested Dividends                          None
Deferred Sales Load                                                         None
Redemption Fees                                                             None

ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)

Management Fees                                                            0.50%
12b-1 Fees                                                                  None
Other Expenses                                                             0.19%
                                                                           -----
Total Fund Operating Expenses                                              0.69%
                                                                           =====
- ------------------
{R}Hub and Spoke is a registered service mark of Signature Financial Group, Inc.


<PAGE>


EXAMPLE                                         1 yr.   3 yrs.   5yrs.   10 yrs.
- -------                                         -----   ------   -----   -------

You would pay the following expenses on          $7       $22     $38     $86
a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at
the end of each time period:

     The purpose of the above table is to assist the  investor in  understanding
the  various  costs and  expenses  of the Fund that an investor in the Fund will
bear  directly  or  indirectly.  See  "Management  --  Investment  Adviser"  and
"Management  --  Expenses."  The figure shown in the caption  "Other  Expenses,"
which  includes,   among  other  things,  custodian  and  transfer  agent  fees,
registration  costs and payments for insurance and audit and legal services,  is
based on the Fund's expenses for the fiscal year ended December 31, 1995.

     THE INFORMATION IN THE TABLE AND  HYPOTHETICAL  EXAMPLE ABOVE SHOULD NOT BE
CONSIDERED A  REPRESENTATION  OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY
BE GREATER OR LESS THAN THOSE SHOWN.  MOREOVER,  WHILE THE EXAMPLE  ASSUMES A 5%
ANNUAL  RETURN,  THE FUND'S  ACTUAL  PERFORMANCE  WILL VARY AND MAY RESULT IN AN
ACTUAL RETURN GREATER OR LESS THAN 5%.


INVESTMENT OBJECTIVE AND POLICIES

     The  description  of the  Portfolio's  investment  objective,  policies and
restrictions under the section captioned  "Investment Objective and Policies" is
hereby made applicable solely to the Fund.

SPECIAL INFORMATION CONCERNING THE HUB AND SPOKE(R) MASTER-FEEDER FUND STRUCTURE

     The section of the Prospectus captioned "Special Information Concerning the
Hub and Spoke(R) Master-Feeder Fund Structure" is hereby deleted.

PURCHASE OF SHARES

     The description of how the Portfolio values its portfolio  securities under
the section  captioned  "Purchase of Shares" is hereby made applicable solely to
the Fund.

MANAGEMENT

     All  references  to (i)  Standish  serving  as the  Portfolio's  investment
adviser, (ii) the Portfolio's portfolio manager,  (iii) the services provided by
Standish to the  Portfolio,  and (iv) the fees paid to Standish by the Portfolio
are hereby made applicable solely to the Fund.

     The paragraph captioned "Administrator of the Fund" is hereby deleted.

     The two  paragraphs  under the caption  "Expenses"  are hereby  deleted are
replaced with the following:

     The Fund bears all expenses of its operations  other than those incurred by
the Adviser under the investment advisory agreement.  Among other expenses,  the
Fund  will  pay  investment  advisory  fees,  bookkeeping,   share  pricing  and
shareholder servicing fees and expenses;  custodian fees and expenses; legal and
auditing fees;  expenses of prospectuses,  statements of additional  information
and shareholder reports

<PAGE>

which  are  furnished  to  shareholders;  registration  and  reporting  fees and
expenses;  and Trustees' fees and expenses.  The Trust's Principal  Underwriter,
Standish Fund  Distributors,  L.P., bears without  subsequent  reimbursement the
distribution  expenses  attributable  to the  offering  and sale of Fund shares.
Expenses of the Trust which relate to more than one series are  allocated  among
such series by the Adviser and SIMCO in an  equitable  manner,  primarily on the
basis of relative net asset values. For the fiscal year ended December 31, 1995,
expenses  borne by the Fund  represented  0.69% of the Fund's  average daily net
assets.

THE FUND AND THE PORTFOLIO

     All references to the Portfolio are hereby deleted.

<PAGE>

SUPPLEMENT DATED APRIL 29, 1996


                  TO THE STATEMENT OF ADDITIONAL INFORMATION OF

                        STANDISH EQUITY FUND (THE "FUND")

                              DATED APRIL 29, 1996




         At a Special Meeting of Shareholders held on March 29, 1996, the Fund's
shareholders  authorized,  among  other  things,  the Fund to invest  all of its
investable  assets in  Standish  Equity  Portfolio  (the  "Portfolio"),  thereby
converting the Fund to the Hub and Spoke1  master-feeder  fund structure.  As of
the date of the attached  Statement of Additional  Information  ("SAI") the Fund
has not yet  converted  to the Hub and Spoke  master-feeder  fund  structure  as
described in the SAI. Accordingly, the Fund continues to retain Standish, Ayer &
Wood,  Inc.  ("Standish")  as its  investment  adviser  and to invest its assets
directly in the types of securities in which it may invest.  The Fund  currently
intends to convert to the Hub and Spoke  master-feeder fund structure as soon as
reasonably practicable.

         The  following  sections  of the  attached  SAI are  hereby  revised as
follows:

GENERAL

         All  references  in the attached SAI to the Fund seeking to achieve its
investment objective by investing in the Portfolio are hereby deleted.

INVESTMENT OBJECTIVE AND POLICIES

         The description of the Portfolio's  investment objective,  policies and
restrictions under the section captioned  "Investment Objective and Policies" is
hereby made applicable solely to the Fund.

INVESTMENT RESTRICTIONS

         The  description  of the  Portfolio's  restrictions  under the  section
captioned  "Investment  Restrictions"  is hereby made  applicable  solely to the
Fund.

MANAGEMENT

         The  description  of the  Portfolio  Trust's  officers  and Trustees is
hereby deleted.

         All references to (i) Standish  serving as the  Portfolio's  investment
adviser,  (ii) the services provided by Standish to the Portfolio, and (iii) the
fees paid to Standish by the Portfolio are hereby made applicable  solely to the
Fund. The Fund's investment  advisory  agreement with Standish continues in full
force and effect for  successive

- --------
{R}Hub and Spoke is a registered service mark of Signature Financial Group, Inc.

<PAGE>

periods  of one year,  but only so long as each  such  continuance  is  approved
annually  in the  manner  described  in the fifth  paragraph  under the  caption
"Investment Adviser of the Portfolio Trust."

         The paragraph captioned "Administrator of the Fund" is hereby deleted.

         The  paragraph  captioned  "Administrator  of the  Portfolio" is hereby
deleted.

PORTFOLIO TRANSACTIONS

         The  description  of  Standish   placing  the   Portfolio's   portfolio
transactions under the section captioned "Portfolio Transactions" is hereby made
applicable solely to the Fund.

DETERMINATION OF NET ASSET VALUE

         The second,  third and forth  paragraphs  under the  section  captioned
"Determination of Net Asset Value" are hereby deleted.  Reference is made to the
Prospectus  for the  times at which  and how the Fund  determines  its net asset
value.

THE PORTFOLIO AND ITS INVESTORS

         The section of the SAI captioned  "The  Portfolio and Its Investors" is
hereby deleted.

TAXATION

         The second paragraph under the section  captioned  "Taxation" is hereby
deleted.  All  references  to the Fund  investing  in the  Portfolio  are hereby
deleted.  The tax  consequences  associated with the Portfolio  investing in the
securities  described  under the section  captioned  "Taxation"  are hereby made
applicable to the Fund investing in such securities.



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