SUPPLEMENT Dated January 10, 1996
TO THE PROSPECTUS OF
STANDISH TAX-SENSITIVE EQUITY FUND ("Equity
Fund") STANDISH SMALL CAP TAX-SENSITIVE EQUITY FUND
("Small Cap Fund") STANDISH INTERMEDIATE TAX EXEMPT
BOND FUND ("Tax Exempt Fund")
Dated January 1, 1996
Effective until March 31, 1996, Standish, Ayer & Wood, Inc. (the
"Adviser") has voluntarily agreed to limit the Equity Fund's and the Small Cap
Fund's Total Fund Operating Expenses (excluding litigation, indemnification and
other extraordinary expenses) to 0.00% of each such Fund's average daily net
assets.
The following table replaces the table captioned "Annual Fund Operating
Expenses" on page 3 of the attached Prospectus:
<TABLE>
<CAPTION>
Equity Small Cap Tax Exempt
Fund Fund Fund
---- ---- ----
Annual Fund Operating Expenses
- ------------------------------
(as a percentage of average net assets)
<S> <C> <C> <C>
Management Fees (after fee reduction)+ 0.00% 0.00% 0.16%
12b-1 Fees None None None
Other Expenses (after expense limitation)+ 0.00% 0.00% 0.49%
---- ---- ----
Total Fund Operating Expenses
(after expense limitation)+ 0.00% 0.00% 0.65%
===== ===== =====
- --------------
The following footnote to the above table replaces the footnotes on
page 4 of the attached Prospectus:
+ The Adviser has voluntarily agreed until March 31, 1996 to limit the
Equity Fund's and the Small Cap Fund's Total Fund Operating Expenses (excluding
litigation, indemnification and other extraordinary expenses) to 0.00% of each
such Fund's average daily net assets. In addition, the Adviser has voluntarily
agreed to limit each Fund's Total Fund Operating Expenses (excluding litigation,
indemnification and other extraordinary expenses) to the following percentages
of each Fund's average daily net assets for the Fund's fiscal year ending
September 30, 1996: Equity Fund--1.00%; Small Cap Fund--0.90% and Tax Exempt
Fund--0.65%. These agreements are voluntary and temporary and may be
discontinued or revised by the Adviser at any time after September 30, 1996. If
the Adviser had not agreed to the limits described above, Management Fees, Other
Expenses and Total Fund Operating Expenses are estimated to be 0.50%, 0.30% and
0.80%, respectively, of the Equity Fund's average daily net assets and 0.60%,
0.25% and 0.85%, respectively, of the Small Cap Fund's average daily net assets
for the fiscal year ending October 31, 1996 and would have been 0.40%, 0.49% and
0.89%, respectively, of the Tax Exempt Fund's average daily net assets for the
fiscal year ended December 31, 1994. It is expected that, after December 31,
1995, the Tax Exempt Fund will change its fiscal year end from December 31 to
September 30.
</TABLE>
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<PAGE>
--------------
The following Example replaces the Example contained on page 4 of the
attached Prospectus:
Example: Hypothetically assume that each Fund's annual return is 5% and that its
operating expenses are exactly as just described. For every $1,000 you invested,
you would have paid the following expenses if you closed your account after the
number or years indicated:
Equity Small Cap Tax Exempt
Fund Fund Fund
---- ---- ----
After 1 Year $4 $4 $ 6
After 3 Years $19 $19 $12
After 5 Years N/A N/A $36
After 10 Years N/A N/A $81
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