STANDISH AYER & WOOD INVESTMENT TRUST
497, 1996-01-03
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                       SUPPLEMENT Dated January 3, 1996

                              TO THE PROSPECTUS OF

                              STANDISH EQUITY FUND
                                Dated May 1, 1995




EXCHANGE OF SHARES

         Effective  immediately,  shares of the Fund may be exchanged for shares
of one or more other funds in the Standish,  Ayer & Wood family of funds. Shares
of the Fund  redeemed in an exchange  transaction  are valued at their net asset
value next  determined  after the  exchange  request is  received  by the Trust.
Shares of a fund  purchased  in an  exchange  transaction  are sold at their net
asset value next determined  after the exchange request is received by the Trust
and payment for the shares is received by the fund into which your shares are to
be exchanged.  Until  receipt of the purchase  price by the fund into which your
shares are to be  exchanged  (which may take up to three  business  days),  your
money will not be invested.  To obtain a current prospectus for any of the other
funds in the  Standish,  Ayer & Wood  family of funds,  please call the Trust at
(800) 221-4795.  Please  consider the  differences in investment  objectives and
expenses of a fund as described in its prospectus before making an exchange.

Written Exchanges

         Shares of a Fund may be exchanged by written order to: "Standish,  Ayer
& Wood Investment Trust, One Financial Center,  Boston,  Massachusetts 02111". A
written  exchange request must (a) state the name of the current Fund, (b) state
the name of fund into which the current Fund shares will be exchanged, (c) state
the number of shares or the dollar  amount to be  exchanged,  (d)  identify  the
shareholder's account numbers in both funds and (d) be signed by each registered
owner exactly as the shares are registered.  Signature(s)  must be guaranteed as
listed under "Written Redemption" below.

Telephonic Exchanges

         Shareholders  who complete  the  telephonic  privileges  portion of the
Fund's account application or who have previously elected telephonic  redemption
privileges  may  exchange  shares by calling  (800) 221-  4795.  The  telephonic
privileges  are not  available to  shareholders  automatically;  they must first
elect the privilege.  Proper identification will be required for each telephonic
exchange. Please see "Telephonic Redemption" in the attached Prospectus for more
information regarding telephonic transactions.

General Exchange Information

         All exchanges are subject to the following exchange  restrictions:  (i)
the fund into which shares are being  exchanged  must be registered  for sale in
your state; (ii) exchanges may be made only between funds that are registered in
the same name, address and, if applicable,  taxpayer  identification number; and
(iii) unless  waived by the Trust,  the amount to be exchanged  must satisfy the
minimum  account size of the fund to be exchanged into.  Exchange  requests will
not be  processed  until  payment for the shares of the  current  Fund have been
received.  The  exchange  privilege  may be changed or  discontinued  and may be
subject to additional  limitations upon sixty (60) days' notice to shareholders,
including certain restrictions on purchases by market-timer accounts.

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         The  following  revises  and  replaces  the first  paragraph  under the
caption "Purchase of Shares" in the attached Prospectus:


PURCHASE OF SHARES

         Shares of the Fund may be  purchased  directly  from the  Trust,  which
offers shares of the Fund to the public on a continuous  basis.  Shares are sold
at the net asset  value per share  next  computed  after the  purchase  order is
received by the Trust and payment for the shares is received by the Fund. Unless
waived by the Trust,  the minimum  initial  investment  is $100,000.  Additional
investments may be made in amounts of at least $10,000.

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

         The following  revises and replaces the  information  under the caption
"Written Redemption" in the attached Prospectus:

WRITTEN REDEMPTION

         Shares of the Fund may be redeemed by written order to: "Standish, Ayer
& Wood Investment Trust, One Financial Center,  Boston,  Massachusetts 02111". A
written  redemption  request must (a) state the name of the Fund,  (b) state the
number  of  shares  or the  dollar  amount  to be  redeemed,  (c)  identify  the
shareholder's  account number and (d) be signed by each registered owner exactly
as the shares are  registered.  Signature(s)  must be  guaranteed by a member of
either the Securities Transfer Association's STAMP program or the New York Stock
Exchange's  Medallion  Signature  Program,  or  by  any  one  of  the  following
institutions,  provided that such institution meets credit standards established
by Investors Bank & Trust Company, the Fund's transfer agent: (i) a bank; (ii) a
securities  broker or dealer,  including a government  or  municipal  securities
broker or dealer, that is a member of a clearing  corporation or has net capital
of at least $100,000;  (iii) a credit union having  authority to issue signature
guarantees;   (iv)  a  savings  and  loan  association,   a  building  and  loan
association,  a cooperative  bank, or a federal savings bank or association;  or
(v) a national  securities  exchange,  a  registered  securities  exchange  or a
clearing agency.  Additional supporting documents may be required in the case of
estates, trusts, corporations, partnerships and other shareholders which are not
individuals.  Redemption  proceeds  will normally be paid by check mailed within
seven days of receipt of a written  redemption request in proper form. If shares
of the Fund to be redeemed were recently  purchased by check, the Fund may delay
transmittal of redemption proceeds until such time as it has assured itself that
good funds have been collected for the purchase of such shares.
This may take up to fifteen (15) days.

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