FORM 24 F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before
preparing Form. Please print or type.
1. Name and address of issuer: Standish, Ayer & Wood Investment Trust
One Financial Center
Boston, MA 02111
2. Name of each series or class of funds for which this notice is filed:
Standish International Equity Fund
Standish Emerging Markets Fund
3. Investment Company Act File Number: 811-4813
Securities Act File Number: 33-10615
4. Last day of fiscal year for which this notice is filed: December 31, 1996
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
None
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
Number of Securities: 2,003,386
Amount of Securities: $49,543,735
8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal year:
Number of securities sold: 147,664
Aggregate sales price of securities sold: $3,568,994
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10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of securities sold: 147,664
Aggregate sales price of securities sold: $3,568,994
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
Number of securities issued: 144,612
Aggregate sales price of securities issued:$3,425,523
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<CAPTION>
12. Calculation of registration fee:
<S> <C>
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10):
$ 3,568,994
-----------
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from item 11, if applicable) + 3,425,523
-----------
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
-6,994,517
-----------
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable):
+ -0-
-----------
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line (ii),
less line (iii), plus line (iv)] (if applicable):
-0-
-----------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1/33 of 1%
1933 or other applicable law or regulation (see instruction C.6): x (.00030303)
-----------
(vii) Fee due [line (i) or line (v) multiplied by line (vi)] $ 0.00
===========
Instruction: Issuers should complete line (ii), (iii), (iv) and (v) only if the
form is being filed within 60 days after the close of the issuer's
fiscal year. See instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's rules of
Informal and Other Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and title): /s/ James E. Hollis
James E. Hollis, Treasurer
Date: February 20, 1997
*Please print the name and title of the signing officer below the signature.
<PAGE>
HALE & DORR
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 o fax 617-526-5000
February 21, 1997
Standish, Ayer & Wood Investment Trust
One Financial Center
Boston, Massachusetts 02111
RE: Rule 24f-2 Notice (File Nos. 33-10615; 811-4813)
Ladies and Gentlemen:
Standish, Ayer & Wood Investment Trust (the "Trust") is a Massachusetts
business trust created under a written Declaration of Trust dated August 13,
1986, and executed and delivered in Boston, Massachusetts on that date, as
amended from time to time (as so amended, the "Declaration of Trust"). The
beneficial interests thereunder are represented by transferable shares of
beneficial interest, $.01 par value per share.
The Trustees of the Trust have the powers set forth in the Declaration
of Trust, subject to the terms, provisions and conditions therein provided.
Pursuant Article VI, Section 6.1(a) of the Declaration of Trust, the number of
shares of beneficial interest authorized to be issued under the Declaration of
Trust is unlimited and the Trustees are authorized to establish and designate
one or more separate, distinct and independent funds, and to authorize a
separate series of shares for each such fund, as they deem necessary or
desirable. Pursuant to Article VI, Section 6.1(d) of the Declaration of Trust,
the Trustees may issue shares of any series for such consideration, including
property, on such terms as they may determine (or for no consideration if
pursuant to a share dividend or split up), all without action or approval of the
Shareholders.
Pursuant to Article VI, Section 6.1(b) of the Declaration of Trust, the
Trustees have established twenty separate series of shares designated "Standish
Fixed Income Fund", "Standish Securitized Fund", "Standish Short-Term Asset
Reserve Fund", "Standish Small Capitalization Equity Fund", "Standish
International Equity Fund", "Standish International Fixed Income Fund",
"Standish Emerging Markets Fund", "Standish Massachusetts Intermediate Tax
Exempt Bond Fund", "Standish Intermediate Tax Exempt Bond Fund", "Standish
Equity Fund", "Standish Global Fixed Income Fund" "Standish Controlled Maturity
Fund", "Standish Fixed Income
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Fund II", "Standish Small Cap Tax-Sensitive Equity Fund," "Standish
Tax-Sensitive Equity Fund", "Standish Fixed Income Asset Fund", "Standish Global
Fixed Income Asset Fund", "Standish Equity Asset Fund", "Standish Small
Capitalization Equity Asset Fund" and "Standish Small Capitalization Equity
Asset Fund II".
We understand that, pursuant to Rule 24f-2 under the Investment Company
Act of 1940, the Trust has registered an indefinite number of shares of
beneficial interest under the Securities Act of 1933.
We understand that you are about to file with the Securities and
Exchange Commission a notice on Form 24F-2 pursuant to Rule 24f-2 (the "Rule
24f-2 Notice") making definite the registration of 147,664 shares of beneficial
interest of the Trust (the "Shares") sold in reliance upon said Rule 24f-2
during the fiscal year ended December 31, 1996, consisting of 0 Shares of
Standish Emerging Markets Fund and 147,664 Shares of Standish International
Equity Fund. We further understand that a separate Rule 24f-2 Notice will be
filed making definite the registration of shares of Standish Small
Capitalization Equity Fund, Standish Fixed Income Fund, Standish Equity Fund,
Standish International Fixed Income Fund, Standish Short-Term Asset Reserve
Fund, Standish Global Fixed Income Fund, Standish Securitized Fund, Standish
Controlled Maturity Fund, Standish Fixed Income Fund II and Standish Small
Capitalization Equity Fund II sold in reliance on said Rule 24f-2. In addition a
separate Rule 24f-2 Notice was filed on November 29, 1996 making definite the
registration of shares of Standish Massachusetts Intermediate Tax-Exempt Bond
Fund, Standish Intermediate Tax-Exempt Bond Fund, Standish Small Cap
Tax-Sensitive Equity Fund and Standish Tax-Sensitive Equity Fund sold in
reliance on said Rule 24f-2.
We have examined the Declaration of Trust, the By-laws, as amended from
time to time, of the Trust, resolutions of the Board of Trustees, a certificate
of the Treasurer of the Trust to the effect that the Trust or its agent received
the consideration for each of the Shares in accordance with the terms of the
Declaration of Trust, and such other documents as we have deemed necessary or
appropriate for the purposes of this opinion, including, but not limited to,
originals or copies certified or otherwise identified to our satisfaction, of
such documents, Trust records and other instruments. In our examination of such
documents, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity to original
documents of all documents submitted to us as certified or photostatic copies.
For purposes of this opinion letter, we have not made an independent
review of the laws of any state or jurisdiction other than The Commonwealth of
Massachusetts and express no opinion with respect to the laws of any
jurisdiction other than the laws of The Commonwealth of Massachusetts. Further,
we express no
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opinion as to compliance with any state or federal securities laws, including
the securities laws of The Commonwealth of Massachusetts.
Our opinion below, as it relates to the non-assessability of the shares
of the Trust, is qualified to the extent that under Massachusetts law,
shareholders of a Massachusetts business trust may be held personally liable for
the obligations of the Trust. In this regard, however, please be advised that
the Declaration of Trust disclaims shareholder liability for acts or obligations
of the Trust and provides that the Trustees of the Trust shall use their best
efforts to ensure that every note, bond, contract, instrument, certificate or
undertaking made or issued by the Trustees or officers of the Trust shall recite
to the effect that the same was executed or made by or on behalf of the Trust or
by them as Trustees or officers, and not individually and that the obligations
of such instrument are not binding upon any of them or the shareholders
personally, but are binding only upon the Trust property or the assets of the
particular series in question, as the case may be. Also, the Declaration of
Trust provides for indemnification out of Trust property for all loss and
expense of any shareholder charged or held to be personally liable for any
obligation or liability of the Trust; provided, however, no Trust property may
be used to indemnify any shareholder of any series of the Trust other than Trust
property allocated or belonging to that series.
We are of the opinion that all necessary Trust action precedent to the
issuance of the Shares has been duly taken, and that the Shares were legally and
validly issued, and are fully paid and non-assessable by the Trust, subject to
compliance with the Securities Act of 1933, the Investment Company Act of 1940
and the applicable state laws regulating the sale of securities.
We consent to your filing this opinion with the Securities and Exchange
Commission together with the Rule 24f-2 Notice referred to above. Except as
provided in this paragraph, this opinion may not be relied upon by, or filed
with, any other parties or for any other purpose.
Very truly yours,
/s/Hale and Dorr
Hale and Dorr LLP
