STANDISH AYER & WOOD INVESTMENT TRUST
DEFA14A, 1999-12-21
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                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934
                                (Amendment No. 1)

Filed by the Registrant       /x/

Filed by a Party other than the Registrant      / /

Check the appropriate box:

/ / Preliminary Proxy Statement

/ / Definitive Proxy Statement

/X/ Definitive Additional Materials

/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

/ / Confidential, for Use of the Commission Only
    (as permitted by Rule 14a-6(e) (2))

                     Standish, Ayer & Wood Investment Trust
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in its Charter)


- --------------------------------------------------------------------------------
                    (Name of Person(s) Filing Proxy Statement
                          if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/x/ No fee required.

<PAGE>

                     STANDISH, AYER & WOOD INVESTMENT TRUST
                              One Financial Center
                           Boston, Massachusetts 02111

December 20, 1999


Dear Shareholder:

Enclosed are proxy materials pertaining to a special meeting for shareholders of
the Standish Small Capitalization Equity Fund II. The meeting is being held to
discuss a proposal that has been approved by the Trustees to increase the
advisory fee of this fund from .60% to .80% to support the ongoing investment
management of the fund. The details of the proposal are included in the proxy
materials.

The original mailing of the enclosed proxy materials took place on November 18th
but there was a delay in getting them to you. The original date of the
shareholder meeting was set for December 20, 1999. In order to make sure you
have adequate time to consider and vote on this proposal, we will adjourn the
meeting to 2:00 p.m. on January 14, 2000. The meeting will be held at the same
location as set forth in the proxy materials.

We hope you will review the details of this proposal and will vote your shares
as you deem appropriate. If you have questions regarding this proxy please feel
to call us at 1 800 - 221 - 4795.

Sincerely,

/s/ James E. Hollis III

James E. Hollis, III
Director of Mutual Funds



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