STANDISH AYER & WOOD INVESTMENT TRUST
497, 1997-12-17
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SUPPLEMENT dated December  17, 1997


                                  TO THE PROSPECTUS OF

                           STANDISH TAX-SENSITIVE EQUITY FUND
                      STANDISH SMALL CAP TAX-SENSITIVE EQUITY FUND
                       STANDISH INTERMEDIATE TAX EXEMPT BOND FUND

                                 Dated January 27, 1997


Each Fund

       The following table replaces the Expense Information table on pages 2 and
3 of the attached Prospectus:


Shareholder Transaction Expenses                   Equity   Small     Tax Exempt
                                                   Fund     Cap        Fund
                                                            Fund
Maximum Sales Load Imposed on Purchases             None     None           None
Maximum Sales Load Imposed on Reinvested Dividends  None     None           None
    Deferred Sales Load                            None      None           None
    Redemption Fees                               None       None           None
Annual Operating Expenses                     Equity    Small         Tax Exempt
(as a percentage of average net assets)       Fund      Cap           Fund
                                                        Fund

    Management Fees (after fee reduction)*       0.00%       0.11%         0.31%
    12b-1 Fees                                    None        None          None
    Other Expenses+ (after expense limitation)*  0.50%       0.64%         0.34%
                                                 -----       -----         -----
    Total Fund Operating Expenses (after expense 0.50%       0.75%         0.65%
                                                 =====       =====         =====
         limitation)*
- -------------------
*Standish has voluntarily and  temporarily  agreed to limit certain  expenses of
each Fund.  In the  absence  of such  agreements,  the  Management  Fees,  Other
Expenses and Total  Operating  Expenses (as a percentage  of average net assets)
for the fiscal year ended  September  30,  1997 would have been:  Equity Fund --
0.50%, 1.23% and 1.73%; Small Cap Fund -- 0.60%, 0.64% and 1.24%; and Tax Exempt
Fund -- 0.40%,  0.34% and  0.74%.  The  Equity  Fund and the Small Cap Fund were
subject to different expense  limitations during the fiscal year ended September
30,  1997.  Standish  may revise or  discontinue  these  agreements  at any time
although it has no current intention to do so.

+Other Expenses include custodian and transfer agent fees,  registration  costs,
payments for insurance and audit and legal services.

Example
    Hypothetically  assume  that each  Fund's  annual  return is 5% and that its
operating  expenses  are exactly as  described.  For every $1,000  invested,  an
investor would have paid the following  expenses if an account were closed after
the number of years indicated:
                                                                   
                                                                  
                                                                   

After 1 Year                                             $5        $8         $6
After 3 years                                            16        24         21
After 5 Years                                            28        42         36
After 10 Years                                           63        93         81

       The purpose of the above table is to assist an investor in  understanding
the various  costs and expenses that an investor in each Fund will bear directly
or indirectly.  Total  operating  expenses are based on expenses for each Fund's
fiscal  year  ended   September  30,  1997  as  adjusted  for  current   expense
limitations. The example is included solely for illustrative purposes and should
not be considered a  representation  of future  performance or expenses.  Actual
expenses may be more or less than those shown.  See  "Management" for additional
information about each Fund's expenses.



<PAGE>


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

Each Fund

       The  following  disclosure  replaces  the first  sentence  of the  second
paragraph under the caption "Expenses" on page 19 of the attached Prospectus"


              The Adviser has  voluntarily  agreed to limit Total Fund Operating
       Expenses (excluding  litigation,  indemnification and other extraordinary
       expenses)  of  each  Fund to the  following  percentages  of each  Fund's
       average daily net assets): Equity Fund -- 0.50%; Small Cap Fund -- 0.75%;
       and Tax Exempt Fund -- 0.65%. The Equity Fund and the Small Cap Fund were
       subject to  different  expense  limitations  during the fiscal year ended
       September 30, 1997.

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

The Tax-Sensitive Funds

       The following  supplements  the  description of the  Tax-Sensitive  Funds
under the caption  "Investment  Objectives  and  Policies  -- The  Tax-Sensitive
Funds" on page 9 of the Prospectus:

              The  Tax-Sensitive  Funds are designed for  investors in the upper
       federal  income tax  brackets  who seek the highest  long-term  after-tax
       total return.

              The Taxpayer  Relief Act of 1997 (the "Act") was recently  enacted
       into  law  and  establishes  different  maximum  rates  of  taxation  for
       individuals  on  long-term  capital  gains.  Prior to the Act,  long-term
       capital gains  distributed  to  individuals by mutual funds were taxed at
       federal tax rates of up to 28%.  Subject to future Treasury  regulations,
       such gains  recognized  after May 6, 1997 should be generally  taxable to
       individual  upper-bracket  investors at the maximum  federal tax rates of
       either  (i) 28% if the  assets  were  held for more than one year but not
       more  than 18  months  or (ii) 20% if the  assets  were held more than 18
       months.  Taxable  dividends,  other than from  long-term  capital  gains,
       distributed to individuals by mutual funds continue to taxable at federal
       income tax rates of up to 39.6%, and the effective tax rate may be higher
       due to  limitations  at higher income levels on allowable  deductions and
       exemptions.  Shareholders should consult their own tax advisers about the
       effects of the Act in light of their particular circumstances.

              The Tax  Sensitive  Funds employ  various  techniques  to seek the
       highest  long-term  total return after  considering the impact of federal
       income  taxes  paid  by  shareholders  on the  Funds'  distributions.  In
       addition to those techniques described on page 7 of the Prospectus,  when
       required to sell portfolio  securities  that will produce  capital gains,
       each  Tax-Sensitive Fund will select shares of the specific security with
       holding periods longer than 18 months (if any) when  appropriate in order
       to allow  individual  investors  in the Funds to  benefit  from the lower
       capital gains tax rate.

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

Standish Small Cap Tax-Sensitive Equity Fund

       The  following  sentence  replaces  the  first  sentence  of  the  second
paragraph  under the caption  "Standish Small Cap  Tax-Sensitive  Equity Fund --
Investment Policies" on page 8 of the Prospectus:

       The common stocks of small  capitalization  growth companies in which the
       Small  Cap  Fund  purchases  have  market  capitalizations  of up to  and
       including $1 billion.


       The following sentence replaces the last sentence of the second paragraph
under the caption "Risk Factors,  Suitability and Other Investment  Practices --
Investing in Small Capitalization Companies" on page 9 of the Prospectus:

       The  Small Cap Fund will  participate  in  initial  public  offerings  of
       companies  that are expected to have market  capitalizations  of up to $1
       billion after consummation of the offering.

       The second to last  sentence  in the first  paragraph  under the  caption
"Risk Factors, Suitability and Other Investment Practices -- Foreign Securities"
on page 10 of the Prospectus is deleted.





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