[LOGO] STANDISH FUNDS (R)
Standish Group of
Prospectus Equity Funds
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January 28, 2000 Standish Equity Fund
Standish Small
Capitalization Equity Fund
Standish Small Cap Growth Fund
(Institutional Class Shares)
Standish Small Cap Value Fund
Standish International
Equity Fund
Standish International
Small Cap Fund
The Securities and Exchange Commission has not approved or disapproved these
securities or determined whether this prospectus is accurate or complete. Any
statement to the contrary is a crime.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
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Contents
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Risk/Return Summary ........................................ 3
Who may want to invest ................................... 3
Mutual fund risks ........................................ 3
Equity and small cap equity funds ........................ 4
Small cap value and small cap growth funds ............... 6
International equity and international small cap funds ... 6
The Funds' Investments and Related Risks ................... 10
The Investment Advisers .................................... 12
About Standish(R) and SIMCO(R) ........................... 12
Fund managers ............................................ 13
Advisory services and fees ............................... 13
[GRAPHIC
OMITTED] Investment and Account Information ......................... 14
How to purchase shares ................................... 15
How to exchange shares ................................... 15
How to redeem shares ..................................... 15
Transaction and account policies ......................... 16
Valuation of shares ...................................... 16
Dividends and distributions .............................. 16
Year 2000 issue .......................................... 16
Fund Details ............................................... 17
Taxes .................................................... 17
Master/feeder structure .................................. 17
The funds' service providers ............................. 17
Financial Highlights ....................................... 18
For More Information ....................................... 24
Standish Group of Equity Funds 2
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Risk/Return Summary
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Each of the Standish equity funds seeks long-term growth of capital. Standish,
Ayer & Wood, Inc. manages Standish Equity Fund, Standish Small Capitalization
Equity Fund, Standish Small Cap Value Fund and Standish Small Cap Growth Fund.
Standish International Management Company, LLC (SIMCO), an affiliate of
Standish, manages Standish International Equity Fund and Standish International
Small Cap Fund.
Standish was founded in 1933 and currently manages more than $45 billion of
assets for a broad range of clients in the U.S. and abroad.
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Who may want to invest
The Standish equity funds may be appropriate for investors:
o Looking to invest over the long term and willing to ride out market
swings.
o Who do not need stable income and are willing to tolerate more risk than
fixed income investments.
o Comfortable with the risks of the stock market and, in the case of
International Equity Fund and International Small Cap Fund, the risks of
investing primarily in foreign stock and currency markets.
Descriptions of the funds begin on the next page and include more information
about each fund's key investments and strategies, principal risk factors, past
performance and expenses.
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Mutual fund risks
An investment in a fund is not a bank deposit and is not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency.
3 Standish Group of Equity Funds
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Risk/Return Summary
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Equity Fund Small Capitalization
Equity Fund
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Investment objective Long-term growth of Long-term growth of
capital. capital.
Key investments The fund invests The fund is closed to
and strategies primarily in equity new investors. The fund
securities of companies invests primarily in
that appear to be equity securities of
undervalued relative to small cap U.S.
current earnings companies with total
growth. The fund may market capitalizations
invest without limit in no greater than 75% of
securities of U.S. the maximum
companies and of capitalization of the
foreign companies that companies included in
are listed or traded in the Russell 2000 Growth
the U.S. but not more Index.
than 10% of assets in
other foreign
securities.
----------------------------------------------------
How stocks are selected The adviser employs a The adviser employs a
value based investment growth oriented
style in managing the investment style in
fund's portfolio which managing the fund's
means the adviser seeks portfolio which means
to identify those the adviser seeks to
companies with stocks identify those small
trading at prices below cap companies which are
what the adviser experiencing or will
believes are their experience rapid
intrinsic values. The earnings growth. The
adviser measures value adviser focuses on high
by looking at the quality companies,
stock's price/earnings especially those with
ratio relative to its products or services
position in the market. that are leaders in
The adviser uses the their market niches.
following stock The adviser selects
selection process: stocks for the fund's
portfolio by:
o The adviser uses a
quantitative o Using fundamental
proprietary model to research to identify
rank a universe of and follow companies
up to 1500 companies with attractive
with the most liquid characteristics,
stocks according to such as strong
these business and
characteristics: competitive
price/earnings positions, solid
ratio; consistency cash flows and
of earnings growth; balance sheets, high
near term reported quality management
earnings momentum; and high sustainable
and actual earnings growth.
relative to, and the
current trend in, o Investing in a
earnings company when the
expectations. adviser's research
indicates that the
o The adviser uses company will
fundamental research experience
and qualitative accelerating
analysis to select revenues and
among the stocks expanding operating
ranked as attractive margins, which may
by the model. The lead to rising
adviser looks for estimate trends and
companies with favorable earnings
strong competitive surprises.
positions, high
quality management
and financial
strength.
The adviser focuses on individual stock selection
instead of trying to predict which industries or
sectors will perform best. The adviser's stock
selection process for the Equity Fund is designed to
produce a diversified portfolio that, relative to
the S&P 500 Index, has a below-average
price/earnings ratio and an above-average earnings
growth trend. The adviser's stock selection process
for the Small Capitalization Equity Fund is designed
to produce a portfolio with sector and industry
exposures similar to that of the Russell 2000 Growth
Index.
----------------------------------------------------
Principal risks of Investors could lose money on their investments in a
investing in the funds fund, or a fund could perform less well than other
possible investments, if any of the following
occurs:
o U.S. stock markets go down.
o The markets strongly favor growth stocks over
stocks with value characteristics, in the case of
the Equity Fund, or favor stocks with value
characteristics over growth stocks, in the case
of the Small Capitalization Equity Fund.
o An adverse event, such as an unfavorable earnings
report, depresses the value of a particular
company's stock.
o The adviser's judgment about the attractiveness,
value or potential appreciation of a particular
stock proves to be incorrect.
o In the case of the Small Capitalization Equity
Fund, small cap stocks are out of favor with the
market.
o In the case of the Small Capitalization Equity
Fund, negative market sentiment towards, or
events effecting issuers in, technology, health
care, business services and communications
sectors disproportionately hurts the fund's
performance.
----------------------------------------------------
Risks of small In the case of the Small Capitalization Equity Fund,
cap companies there is a risk that the fund will lose money
because it invests primarily in small cap stocks.
Smaller companies may have limited product lines,
markets and financial resources. They may have
shorter operating histories and more volatile
businesses. The prices of small cap stocks tend to
be more volatile than the prices of other stocks. In
addition, it may be harder to sell these stocks,
which can reduce their selling prices.
Standish Group of Equity Funds 4
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Total return The bar charts and total return table indicate the
performance risks of investing in the funds. The bar charts show
changes in the performance of each fund from year to
year for the full calendar periods indicated. The
total return table shows how each fund's average
annual returns for different calendar periods
compare to those of two widely recognized, unmanaged
indices of common stock prices. Each fund's past
performance does not necessarily indicate how the
fund will perform in the future.
Quarterly returns:
Equity Fund
Highest: xx.xx% in x quarter 19xx
Lowest: x.xx% in x quarter 19xx
Quarterly returns:
Small Capitalization Equity Fund
Highest: xx% in xth quarter xxxx
Lowest: -xx% in x quarter xxxx
Equity Fund
[The following table was represented as a bar chart in the printed material.]
Calendar Year Ended December 31 Percent
1991 33.35
1992 9.52
1993 20.81
1994 -3.78
1995 37.55
1996 26.84
1997 36.27
1998 7.21
1999
Small Cap Equity Fund
[The following table was represented as a bar chart in the printed material.]
Calendar Year Ended December 31 Percent
1991 64.67
1992 9.73
1993 28.22
1994 -3.65
1995 29.83
1996 17.36
1997 15.16
1998 1.71
1999
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Average annual total returns
for selected periods ended December 31, 1999
Life of Inception
1 Year 5 Years Fund Date
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Equity Fund x.xx x.xx x.xx 1/2/91
S&P 500 Index x.xx x.xx x.xx N/A
Small Cap Equity Fund(1) x.xx x.xx x.xx 9/1/90
Russell 2000 Growth Index xx.xx xx.xx xx.xx N/A
Expense example
This example is intended to help you compare the cost of investing in each fund
with the cost of investing in other mutual funds. The example assumes that:
o You invest $10,000 in the fund for the time periods indicated;
o You redeem at the end of each period;
o Your investment has a 5% return each year; and
o The fund's operating expenses have not been capped and remain the same.
Although your actual costs may be higher or lower, under these assumptions your
costs would be:
After After After After
1 year 3 years 5 years 10 years
Equity Fund(2) $ 67 $211 $368 $822
Small Cap Equity Fund $ 82 $255 $444 $990
Fees and expenses of the funds
This table describes the fees and expenses you may pay if you buy and hold
shares of the funds.
Based on fiscal year Small Cap
ended 9/30/99 Equity Fund Equity Fund
Shareholder fees (fees paid
directly from your investment) None None
Annual fund operating expenses(1,2)
(expenses that are deducted
from fund assets)
Management fees 0.50% 0.60%
Distribution (12b-1) fees None None
Other expenses 0.16% 0.20%
Total annual fund operating
expenses 0.66% 0.80%
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(1) Because Standish has agreed to cap the Small Cap Equity Fund's operating
expenses, the fund's actual expenses were:
Management fees 0.59%
Other expenses 0.18%
Total annual fund
operating expenses 0.74%
This cap may be changed or eliminated.
(2) The table and example reflect the combined expenses of Equity Fund and the
master fund in which it invests all its assets.
5 Standish Group of Equity Funds
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Risk/Return Summary
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----------------------------------------------------
Small Cap Growth Fund Small Cap Value Fund
(formerly Small Cap
Equity Fund II)
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Investment objective Long-term growth of Long-term growth of
capital. capital.
----------------------------------------------------
Key investments The fund invests The fund invests
and strategies primarily in equity primarily in equity
securities of small cap securities of small cap
U.S. companies. The U.S. companies. The
fund focuses on fund focuses on
companies within the companies with total
range of total market market capitalizations
capitalizations of the within the range of
companies included in capitalizations of the
the Russell 2000 Growth companies included in
Index. the Russell 2000 Index.
----------------------------------------------------
How stocks The adviser employs a The adviser employs a
are selected growth oriented value based investment
investment style in style in managing the
managing the fund's fund's portfolio which
portfolio which means means the adviser seeks
the adviser seeks to to identify those small
identify those small cap companies with
cap companies which are stocks trading at
experiencing or will prices below what the
experience rapid adviser believes are
earnings or revenue their appropriate
growth. The adviser values. The adviser
selects stocks by: uses the following
stock selection
o Using fundamental process:
research to identify
and follow companies o The adviser uses a
with attractive quantitative
characteristics, proprietary model to
such as strong identify small
business and companies which are
competitive attractively priced
positions, solid relative to their
cash flows and earnings potential.
balance sheets, high
quality management o The adviser uses
and high sustainable fundamental research
growth. and quantitative
analysis to select
o Investing in a among the stocks
company when the ranked as attractive
adviser's research by the quantitative
indicates that the model.
company will
experience
accelerating
revenues and
expanding operating
margins, which may
lead to rising
estimate trends and
favorable earnings
surprises.
The adviser focuses on individual stock selection
instead of trying to predict which industries or
sectors will perform best. Each fund's investment
strategy may lead it to emphasize certain sectors,
such as technology, health care, business services
and communications.
----------------------------------------------------
Principal risks of Investors could lose money on their investments in a
investing in the funds fund, or a fund could perform less well than other
possible investments, if any of the following
occurs:
o The U.S. stock market goes down.
o Small cap stocks are out of favor with the
market.
o The markets strongly favor growth stocks over
stocks with value characteristics, in the case of
the Small Cap Value Fund, or favor stocks with
value characteristics over growth stocks, in the
case of the Small Cap Growth Fund.
o Negative market sentiment towards, or events
affecting issuers in, the technology, health
care, business services and communications
sectors disproportionately hurts the fund's
performance.
o An adverse event, such as an unfavorable earnings
report, depresses the value of a particular
company's stock.
o The adviser's judgment about the attractiveness,
value or potential appreciation of a particular
company's stock proves to be incorrect.
----------------------------------------------------
Risks of small There is a risk that the funds will lose money
cap companies because they invest primarily in small cap stocks.
Smaller companies may have limited product lines,
markets and financial resources. They may have
shorter operating histories and more volatile
businesses. The prices of small cap stocks, and in
particular aggressive growth stocks, tend to be more
volatile than the prices of other stocks. In
addition, it may be harder to sell these stocks,
which can reduce their selling prices.
Standish Group of Equity Funds 6
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Total return The bar charts and total return table indicate the
performance risks of investing in the funds. The bar chart shows
changes in the performance of the Small Cap Growth
Fund from year to year for the full calendar periods
indicated. The total return table shows how the
Small Cap Growth Fund's average annual returns for
different calendar periods compare to those of a
widely recognized, unmanaged index of common stock
prices. The Small Cap Growth Fund's past performance
does not necessarily indicate how the fund will
perform in the future. Because the Small Cap Value
Fund is a new fund, it does not yet have a
performance history which can be shown in a bar
chart or total return table like the Small Cap
Growth Fund.
Quarterly returns:
Small Cap Growth Fund
Highest: xx.xx% in x quarter 19xx
Lowest: xx.xx% in x quarter 19xx
Small Cap Growth Fund
[The following table was represented as a bar chart in the printed material.]
Calendar Year Ended December 31 Percent
1997 30.86
1998 14.30
1999
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Average annual total returns
for selected periods ended December 31, 1999
1 Year 5 Years Life of Fund Inception Date
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Small Cap Growth Fund x.xx x.xx x.xx 12/23/96
Russell 2000 Growth Index x.xx x.xx x.xx N/A
Expense example
This example is intended to help you compare the cost of investing in each fund
with the cost of investing in other mutual funds. The example assumes that:
o You invest $10,000 in the fund for the time periods indicated;
o You redeem at the end of each period;
o Your investment has a 5% return each year; and
o The fund's operating expenses have not been capped and remain the same.
Although your actual costs may be higher or lower, under these assumptions your
costs would be:
After After After After
1 year 3 years 5 years 10 years
Small Cap
Growth Fund(3) $141 $437 $755 $1657
Small Cap
Value Fund $577 $1717 N/A N/A
Fees and expenses of the funds
This table describes the fees and expenses you may pay if you buy and hold
shares of the funds.
Small Small
Based on fiscal year Cap Growth Cap Value
ended 9/30/99 Fund Fund
Shareholder fees (fees paid
directly from your investment) None None
Annual fund operating expenses(1,2,3)
(expenses that are deducted
from fund assets)
Management fees 0.80% 0.80%
Distribution (12b-1) fees None None
Other expenses 0.58% 4.99%
Total annual fund operating expenses 1.38% 5.79%
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(1) The fees and expenses for the Small Cap Value Fund are based on estimated
expenses for the current fiscal year. The fees and expenses for the Small Cap
Growth Fund have been restated to reflect the fund's current management fees.
(2) Because Standish has agreed to cap each fund's operating expenses, the Small
Cap Growth Fund's actual expenses (revised to refelct current management fees)
were and the Small Cap Value Funds' expenses are estimated to be:
Management fees 0.60% 0.00%
Other expenses 0.40% 1.00%
Total annual fund operating expenses 1.00% 1.00%
This cap may be changed or eliminated.
(3) The table and example reflect the combined expenses of the Small Cap Growth
Fund and the master fund in which it invests all its assets.
7 Standish Group of Equity Funds
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Risk/Return Summary
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----------------------------------------------------
International International
Equity Fund Small Cap Fund
----------------------------------------------------
Investment objective Long-term growth of Long-term growth of
capital. capital.
Key investments The fund invests The fund invests
and strategies primarily in equity primarily in equity
securities of companies securities of companies
located in the foreign that are located in
countries represented foreign countries
in the MSCI EAFE Index represented in the
and Canada. The fund Salomon Smith Barney
may invest up to 25% of Extended Market Index
assets in emerging (EMI). The fund invests
market countries. primarily in those
companies which have
total market
capitalizations that
fall in the range of
the capitalizations of
the companies that
comprise the EMI.
The EMI is made up of
those companies
representing the bottom
20% of each country's
total available market
capitalization.
----------------------------------------------------
How stocks are Each fund invests in stocks that appear to be
selected undervalued (as measured by their price/earnings
ratios) and that may have value and/or growth
characteristics. The adviser uses the following
stock selection processes.
o Country allocations o Stock selection The
The adviser uses adviser uses
proprietary proprietary
quantitative value quantitative models
and earnings growth and traditional
models, as well as qualitative analysis
traditional to identify
qualitative attractive stocks
analysis, to with low relative
identify countries price multiples and
with low relative positive trends in
price multiples and earnings forecasts.
positive relative
trends in earnings o Country allocations
forecasts. The adviser seeks to
allocate country
o Sector and industry weights in
allocations The accordance with the
adviser groups EMI. Minor
stocks into deviations from the
microuniverses of EMI weights may
similar companies occur.
within each country
to facilitate o Sector and industry
comparisons. The allocations The
adviser's sector adviser groups
allocations may stocks into
differ from those of microuniverses of
EAFE. similar companies
within each country
o Stock selection The to facilitate
adviser uses comparisons. The
proprietary adviser uses the
quantitative models sector allocations
and traditional of the EMI as a
qualitative analysis guide, but
to identify allocations may
attractive stocks differ from those of
with low relative the Index.
price multiples and
positive trends in
earnings forecasts.
Each fund's stock selection process is designed to
produce a diversified portfolio that, relative to
the applicable market index shown on the opposite
page, has a below-average price/earnings ratio and
an above-average earnings growth trend.
----------------------------------------------------
Principal risks of Investors could lose money on their investments in a
investing in the funds fund, or a fund could perform less well than other
possible investments, if any of the following
occurs:
o Foreign stock markets go down.
o The markets strongly favor growth or value stocks
over stocks that combine both characteristics.
o An adverse event, such as an unfavorable earnings
report, depresses the value of a particular
company's stock.
o The adviser's judgment about the attractiveness,
value or potential appreciation of a particular
stock proves to be incorrect.
o In the case of the International Small Cap Fund,
small cap stocks are out of favor with the
market.
----------------------------------------------------
Foreign investment Prices of foreign securities may go down because of
risks unfavorable foreign government actions, political,
economic or market instability or the absence of
accurate information about foreign companies. Also,
a decline in the value of foreign currencies
relative to the U.S. dollar will reduce the value of
securities denominated in those currencies. Foreign
securities are sometimes less liquid and harder to
value than securities of U.S. issuers. These risks
are more severe for securities of issuers in
emerging market countries.
Risks of small The risks of foreign investing are more significant
cap companies for the International Small Cap Fund because of its
focus on small cap foreign stocks. Smaller companies
may have limited product lines, markets and
financial resources. They may have shorter operating
histories and more volatile businesses. The prices
of small cap foreign stocks tend to be more volatile
than the prices of other foreign stocks. In
addition, it may be harder to sell these stocks,
which can reduce their selling prices.
Standish Group of Equity Funds 8
<PAGE>
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Total return The bar charts and total return table indicate the
performance risks of investing in the funds. The bar charts show
changes in the performance of each fund from year to
year for the full calendar periods indicated. The
total return table shows how each fund's average
annual returns for different calendar periods
compare to those of two widely recognized, unmanaged
indices of common stock prices. The information
included in the bar chart and total return table for
the International Small Cap Fund includes the
performance of its predecessor, SIMCO International
Small Cap Fund, L.P., for periods prior to the
fund's inception date. The predecessor fund was not
registered as a mutual fund and therefore was not
subject to certain investment restrictions that are
imposed upon mutual funds. If the predecessor fund
had been registered as a mutual fund, the
predecessor fund's performance may have been
adversely affected. The past performance of each
fund (including the performance of the predecessor
fund of the International Small Cap Fund) does not
necessarily indicate how the fund will perform in
the future.
Quarterly returns:
International Equity Fund
Highest: xx.xx% in x quarter 19xx
Lowest: xx.xx% in x quarter 19xx
Quarterly returns:
International Small Cap Fund
Highest: xx.xx% in x quarter 19xx
Lowest: xx.xx% in x quarter 19xx
International Equity Fund
[The following table was represented as a bar chart in the printed material.]
Calendar Year Ended December 31 Percent
1991 -9.43
1992 11.72
1993 -9.97
1994 38.28
1995 -7.01
1996 2.14
1997 7.44
1998 -2.47
1999 24.53
International Small Cap Fund*
[The following table was represented as a bar chart in the printed material.]
Calendar Year Ended December 31 Percent
1997 1.45
1998 10.09
1999
Average annual total returns
for selected periods ended December 31, 1999
Life of Inception
1 Year 5 Years 10 Years Fund Date
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International Equity Fund x.xx x.xx x.xx x.xx 12/8/88
EAFE Index x.xx x.xx x.xx x.xx N/A
International Small Cap Fund x.xx N/A N/A x.xx 1/28/00
EMI Index x.xx N/A N/A x.xx N/A
Expense example
This example is intended to help you compare the cost of investing in each fund
with the cost of investing in other mutual funds. The example assumes that:
o You invest $10,000 in the fund for the time periods indicated;
o You redeem at the end of each period;
o Your investment has a 5% return each year; and
o The fund's operating expenses have not been capped and remain the same.
Although your actual costs may be higher or lower, under these assumptions your
costs would be:
After After After After
1 year 3 years 5 years 10 years
International Equity Fund $144 $446 $771 1691
International
Small Cap Fund $263 $808 N/A N/A
Fees and expenses of the funds
This table describes the fees and expenses you may pay if you buy and hold
shares of the funds.
Based on fiscal year International International
ended 9/30/99 Equity Fund Small Cap Fund
Shareholder fees (fees paid
directly from your investment) None None
Annual fund operating expenses(1,2)
(expenses that are deducted
from fund assets)
Management fees 0.80% 1.00%
Distribution (12b-1) fees None None
Other expenses 0.61% 1.60%
Total annual fund operating
expenses 1.41% 2.60%
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(1) The fees and expenses for the International Small Cap Fund are based on
estimated expenses for the current fiscal year.
(2) Because Standish has agreed to cap each fund's operating expenses, the
International Equity Fund's actual expenses were and the International Small Cap
Fund's expenses are estimated to be:
Management fees 0.39% 0.00%
Other expenses 0.61% 1.25%
Total annual fund
operating expenses 1.00% 1.25%
These caps may be changed or eliminated.
9 Standish Group of Equity Funds
<PAGE>
The Funds' Investments and Related Risks
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The funds can invest in various types of equity securities, as well as
securities of foreign issuers. International Equity Fund and International Small
Cap Fund emphasize foreign stocks.
Equity investments Equity securities include exchange-traded and
over-the-counter (OTC) common and preferred stocks, warrants, rights, equity
index futures contracts, investment grade convertible securities, depository
receipts and shares, trust certificates, limited partnership interests, shares
of other investment companies and real estate investment trusts and equity
participations. Small Capitalization Equity Fund, Small Cap Growth Fund, Small
Cap Value Fund and International Small Cap Fund may each invest up to 20% of
assets in companies with total market capitalization greater than that described
on pages 4, 6 and 8.
Foreign securities International Equity Fund and International Small Cap Fund
invest primarily in securities of companies located in foreign countries. Each
fund intends to invest in a broad range of (and in any case at least five
different) countries. However, each fund is not required to invest in every
country represented in, or to match the country weightings of, its index.
International Equity Fund and International Small Cap Fund may each invest up to
25% of assets in securities of issuers located in emerging market countries but
not more than 5% of assets in companies located in any one emerging market
country. An emerging market is any country not represented in the Morgan Stanley
Capital International World Index, which is an index of stocks of companies in
developed countries.
Equity Fund may invest without limit in foreign securities traded in a U.S.
market, but only 10% of assets in foreign securities traded outside the U.S.
Small Capitalization Equity Fund, Small Cap Value Fund and Small Cap Growth Fund
may each invest up to 15% of assets in foreign securities, including those of
emerging market issuers, regardless of where they are traded.
In Europe, Economic and Monetary Union (EMU) and the introduction of a single
currency (euro) began in 1999. There are political and economic risks associated
with EMU, which may increase the volatility of a fund's European investments and
present valuation problems.
The risks of foreign securities are described under "Principal risks of
investing in the funds" on page 8.
Defensive investing Each fund may depart from its principal investment
strategies in response to adverse market, economic or political conditions by
taking temporary defensive positions in all types of money market and short-term
debt securities. If a fund takes a temporary defensive position, it may be
unable for a time to achieve its investment objective.
Derivative contracts Each fund may, but is not required to, use derivative
contracts for any of the following purposes:
o To hedge against adverse changes--caused by changing interest rates, stock
market prices or currency exchange rates--in the market value of
securities held by or to be bought for a fund.
o As a substitute for purchasing or selling securities.
o To enhance a fund's potential gain in non-hedging situations.
A derivative contract will obligate or entitle a fund to deliver or receive an
asset or a cash payment that is based on the change in value of a designated
security, currency or index. Even a small investment in derivative contracts can
have a big impact on a portfolio's interest rate, stock market and currency
exposure. Therefore, using derivatives can disproportionately increase portfolio
losses and reduce opportunities for gains when interest rates, stock prices or
currency rates are changing. A fund may not fully benefit from or may lose money
on derivatives if changes in their value do not correspond accurately to changes
in the value of the fund's portfolio holdings.
Counterparties to OTC derivative contracts present the same types of credit risk
as issuers of fixed income securities. Derivatives can also make a fund's
portfolio less liquid and harder to value, especially in declining markets.
Standish Group of Equity Funds 10
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Fixed income securities Equity Fund may invest up to 20% of assets in high grade
fixed income securities. International Equity Fund and International Small Cap
Fund may each invest up to 35% of assets in high grade fixed income securities
and may invest in preferred stocks of any credit quality if common stocks of
that company are not available. These funds' fixed income securities may be of
any maturity or duration. Small Capitalization Equity Fund, Small Cap Value Fund
and Small Cap Growth Fund may each invest up to 20% of assets in high grade
fixed income securities with remaining maturities of three years or less. Each
fund may invest up to 5% of assets in securities rated, or of comparable quality
to those rated, in the lowest long-term investment grade rating category.
The funds' fixed income securities may have all types of interest rate payment
and reset terms. These securities may be issued by the U.S. government or any of
its agencies, foreign governments or their subdivisions and U.S. and foreign
companies.
Credit quality and risk Securities are investment grade or high grade if:
o They are rated, respectively, in one of the top four or top three
long-term rating categories of a nationally recognized statistical rating
organization.
o They have received a comparable short-term or other rating.
o They are unrated securities that the adviser believes to be of comparable
quality.
The value of a fund's fixed income securities may go down if:
o Interest rates rise, which will make the prices of fixed income securities
go down.
o The issuer of a security owned by the fund has its credit rating
downgraded or defaults on its obligation to pay principal and/or interest.
Impact of high portfolio turnover Each fund may engage in active and frequent
trading to achieve its principal investment strategies. This may lead to the
realization and distribution to shareholders of higher capital gains, which
would increase their tax liability. Frequent trading also increases transaction
costs, which could detract from a fund's performance.
Investment objective Small Cap Value Fund's, Small Cap Growth Fund's and
International Small Cap Fund's investment objectives may be changed by the
fund's trustees without shareholder approval.
11 Standish Group of Equity Funds
<PAGE>
The Investment Advisers
- --------------------------------------------------------------------------------
Standish offers a broad array of investment services that include management of
domestic and international equity and fixed income portfolios.
About Standish and SIMCO
Standish was established in 1933 and manages more than $45 billion in assets for
institutional and individual investors in the U.S. and abroad. Standish is the
adviser to Standish Equity Fund, Standish Small Capitalization Equity Fund,
Standish Small Cap Value Fund and Standish Small Cap Growth Fund. SIMCO, a
limited liability company in which Standish holds a 100% interest, was
established in 1991. SIMCO is the adviser to Standish International Equity Fund
and Standish International Small Cap Fund.
By choice, Standish has remained a privately held investment management firm
over its more than 65 year history. Ownership is shared by a limited number of
employees, who are the directors of the firm. Standish believes the firm's
organizational structure has helped preserve an entrepreneurial orientation,
which is responsible for its continued commitment to superior investment
performance.
Standish believes that experience is a prerequisite for long-term investment
success. But experience alone is insufficient in a world of complex new
securities and rapidly changing technologies. To keep pace with today's
investment markets, Standish has built a staff which balances enthusiasm and
intellectual curiosity with professional and technical expertise. This
combination of experience and enthusiasm, tradition and innovation has worked
well and serves as a blueprint for future growth at Standish.
Standish and SIMCO rely on a combination of traditional fundamental research,
which is the product of a seasoned staff of specialists, and innovative
quantitative analysis, which uses sophisticated computer-based models to help
identify potentially attractive securities in equity and fixed income markets.
In each market, Standish and SIMCO seek to discover opportunity by attention to
detail and adherence to a strict set of disciplines. Standish and SIMCO use
fundamental research to uncover a security sufficiently complex as to have been
misvalued by traditional analysis. Standish and SIMCO use sophisticated
quantitative techniques, which may help identify persistent market
inefficiencies that can be exploited by their portfolio managers.
Standish and SIMCO strive to balance individual insight with the shared wisdom
of the investment team. By combining technology and an experienced research
staff, Standish has built a powerful internal network of overlapping resources.
Performance of predecessor funds
The Small Cap Value Fund is a new mutual fund which commenced operations as of
the date of this prospectus. Standish had previously managed the assets of this
new fund in a predecessor fund. The predecessor fund, Standish Small Cap Value
Fund, L.P., had the same investment objective and substantially similar
investment policies as the new fund. Accordingly, the table below sets forth the
performance of the predecessor fund as compared to the Small Cap Value Fund's
benchmark index. It is important to note that the performance of the predecessor
fund is not that of the Small Cap Value Fund and is not necessarily indicative
of any fund's future results. The fund's actual total return may vary
significantly from the performance of the predecessor fund.
- --------------------------------------------------------------------------------
Average annual total returns for selected
periods for the predecessor fund
Life of Fund Inception Date
- --------------------------------------------------------------------------------
Small Cap Value Fund, L.P x/x/xx 1/4/99
(predecessor fund)
- --------------------------------------------------------------------------------
Russell 2000 Value Index x/x/xx 1/2/96
- --------------------------------------------------------------------------------
Standish Group of Equity Funds 12
<PAGE>
- --------------------------------------------------------------------------------
Fund managers
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
Positions during past
Fund Fund managers five years
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Equity Fund Ralph S. Tate Vice president and managing director of
Standish. Director and, since 1996,
president of SIMCO
David H. Cameron Vice president and director of Standish.
Director of SIMCO.
- ---------------------------------------------------------------------------------------------
Small Capitalization Nicholas S. Battelle Vice president and director of Standish
Equity Fund
- ---------------------------------------------------------------------------------------------
Small Cap Value Fund Steven L. Gold Vice president and associate director
of Standish.
Stephanie K. Scherer Vice president since 1998 and an equity
analyst with Standish prior to 1998.
- ---------------------------------------------------------------------------------------------
Small Cap Growth Fund Nicholas S. Battelle Vice president and director of Standish
Andrew L. Beja Vice president and senior analyst of
Standish since March 1996. Previously a
vice president and analyst at Advest,
Inc.
- ---------------------------------------------------------------------------------------------
International Equity Fund Remi J. Browne Vice president and chief investment
officer of SIMCO and, since 1996, vice
president of Standish. Previously a
managing director of Ark Asset
Management Company
- ---------------------------------------------------------------------------------------------
International Small Cap Fund Daniel B. LeVan Vice president of SIMCO since January
1999 and a quantitative analyst with
Standish prior to 1999.
Edward R. Walter Vice president of Standish and of
Standish International Management
Company since 1997 and manager of the
quantitative research group. Vice
President since 1998 and an analyst at
Standish prior to 1998.
- ---------------------------------------------------------------------------------------------
</TABLE>
Advisory services and fees
SIMCO provides International Equity Fund and Standish International Small Cap
Fund and Standish provides each other fund with portfolio management and
investment research services, places orders to buy and sell each fund's
portfolio securities and manages each fund's business affairs. For the year
ended September 30, 1999, each fund paid an advisory fee for these services.
Each fund's adviser agreed to limit the fund's total annual operating expenses
(excluding brokerage commissions, taxes and extraordinary expenses) and some of
the fund's advisory fee payments were less than the fund's contractual advisory
fee. These agreements are temporary and may be terminated or changed at any
time.*
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Annual Advisory Fee Rates
(as a percentage of the fund's average net assets)
Actual advisory fee paid Contractual advisory fee Current expense limitation
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Equity Fund 0.50% 0.50% 0.71%
- -----------------------------------------------------------------------------------------------------------------------
Small Capitalization Equity Fund 0.59% 0.60% 0.74%
- -----------------------------------------------------------------------------------------------------------------------
Small Cap Value Fund N/A 0.80% 1.00%
- -----------------------------------------------------------------------------------------------------------------------
Small Cap Growth Fund 0.60% 0.80%* 1.00%
- -----------------------------------------------------------------------------------------------------------------------
International Equity Fund 0.39% 0.80% 1.00%
- -----------------------------------------------------------------------------------------------------------------------
International Small Cap Fund N/A 1.00% 1.25%
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
*Prior to the date of this prospectus, the contractual advisory fee for the
Small Cap Growth Fund was 0.60% of assets
Standish, Ayer & Wood, Inc.
One Financial Center
Boston, Massachusetts 02111-2662
Standish International Management Company, LLC
One Financial Center
Boston, Massachusetts 02111-2662
13 Standish Group of Equity Funds
<PAGE>
Investment and Account Information
- --------------------------------------------------------------------------------
How to purchase shares
Small Capitalization Equity Fund is closed to new investors.
Minimum initial investment: $100,000.
Minimum subsequent investment: $5,000.
Minimum investments may be waived by the distributor for investors in omnibus
accounts and clients and employees of Standish and their immediate families.
All orders to purchase shares received by the distributor or its agent before
the close of regular trading on the New York Stock Exchange will be executed at
that day's share price. Orders received after that time will be executed at the
next business day's price. All orders must be in good form and accompanied by
payment. Each fund reserves the right to reject purchase orders or to stop
offering its shares without notice to shareholders.
Shares of the funds are not available for sale in every state.
- --------------------------------------------------------------------------------
By check
Opening an account
o Send a check to the distributor payable to Standish Funds with the
completed original account application.
Adding to an account
o Send a check to the distributor payable to Standish Funds and a letter of
instruction with the account name and number and effective date of the
request.
- --------------------------------------------------------------------------------
By wire
Opening an account
o Send the completed original account application to the distributor.
o Call the distributor to obtain an account number.
o Instruct your bank to wire the purchase amount to Investors Bank & Trust
Company (see below).
Adding to an account
o Call the distributor. Instruct your bank to wire the amount of the
additional investment to Investors Bank & Trust Company (see below).
- --------------------------------------------------------------------------------
By fax
Opening an account
o Fax the completed account application to 617.350.0042.
o Mail the original account application to the distributor.
o Follow the instructions for opening an account by wire.
Adding to an account
o Fax a letter of instruction to 617.350.0042 with the account name and
number and effective date of the request.
o Call the distributor. Instruct your bank to wire the amount of the
additional investment to Investors Bank & Trust Company.
- --------------------------------------------------------------------------------
Through a financial intermediary
Opening or adding to an account
o Contact your financial intermediary. Financial intermediaries acting on an
investor's behalf are responsible for transmitting orders to the
distributor or its agent by the scheduled deadline.
- --------------------------------------------------------------------------------
The distributor's address is:
Standish Fund Distributors, L.P.
PO Box 1407
Boston, Massachusetts 02205-1407
Tel: 1.800.221.4795
Fax: 617.350.0042
Email: [email protected]
Wire instructions:
Investors Bank & Trust Company
Boston, MA
ABA#: 011 001 438
Account #: 79650-4116
Fund name:
Investor account #:
Standish Group of Equity Funds 14
<PAGE>
- --------------------------------------------------------------------------------
How to exchange shares
You may exchange shares of a fund for the same class of shares of any other
Standish fund, if the registration of both accounts is identical. A fund may
refuse any exchange order and may alter, limit or suspend its exchange privilege
on 60 days' notice. Exchange requests will not be honored until the distributor
receives payment for the exchanged shares (up to 3 business days). An exchange
involves a taxable redemption of shares surrendered in the exchange.
- --------------------------------------------------------------------------------
By mail
o Send a letter of instruction to the distributor signed by each registered
account owner.
o Provide the name of the current fund, the fund to exchange into and dollar
amount to be exchanged.
o Provide both account numbers.
o Signature guarantees may be required.
- --------------------------------------------------------------------------------
By telephone
o If the account has telephone privileges, call the distributor.
o Provide the name of the current fund, the fund to exchange into and dollar
amount to be exchanged.
o Provide both account numbers.
o The distributor may ask for identification and all telephone transactions
may be recorded.
How to redeem shares
All orders to redeem shares received by the distributor or its agent before 4:00
p.m. eastern time will be executed at that day's share price. Orders received
after 4:00 p.m. will be executed at the next business day's price. All
redemption orders must be in good form. Each fund has the right to suspend
redemptions of shares and to postpone payment of proceeds for up to seven days,
as permitted by law.
- --------------------------------------------------------------------------------
By mail
o Send a letter of instruction to the distributor signed by each registered
account owner.
o State the name of the fund and number of shares or dollar amount to be
sold.
o Provide the account number.
o Signature guarantees may be required (see below).
- --------------------------------------------------------------------------------
By telephone
For check or wire
o If the account has telephone privileges, call the distributor.
o Proceeds will be mailed by check payable to the shareholder of record to
the address, or wired to the bank as directed, on the account application.
o The distributor may ask for identification and all telephone transactions
may be recorded.
- --------------------------------------------------------------------------------
By fax
o Fax the request to the distributor at 617.350.0042.
o Include your name, the name of the fund and the number of shares or dollar
amount to be sold.
o Proceeds will be mailed by check payable to the shareholder of record to
the address, or wired to the bank as directed, on the account application.
- --------------------------------------------------------------------------------
Through a financial intermediary
o Contact your financial intermediary. Financial intermediaries acting on an
investor's behalf are responsible for transmitting orders to the
distributor or its agent by the scheduled deadline.
- --------------------------------------------------------------------------------
Good form
o Good form means that you have provided adequate instructions and there are
no outstanding claims against your account or transaction limitations on
your account. Also, a signature guarantee may be required with certain
requests.
15 Standish Group of Equity Funds
<PAGE>
Investment and Account Information
- --------------------------------------------------------------------------------
Transaction and account policies
Accounts with low balances. If an account falls below $50,000 as a result of
redemptions (and not because of performance), the distributor may ask the
investor to increase the size of the account to $50,000 within 30 days. If the
investor does not increase the account to $50,000 the distributor may redeem the
account at net asset value and remit the proceeds to the investor.
In-kind purchases and redemptions. Securities you own may be used to purchase
shares of a fund. The adviser will determine if the securities are consistent
with the fund's objective and policies. If accepted, the securities will be
valued the same way the fund values securities it already owns. A fund may make
payment for redeemed shares wholly or in part by giving the investor portfolio
securities. A redeeming shareholder will pay transaction costs to dispose of
these securities.
Signature guarantees. A signature guarantee may be required for any written
request to sell or exchange shares, or to change account information for
telephone transactions.
The distributor will accept signature guarantees from:
o members of the STAMP program or the Exchange's Medallion Signature Program
o a broker or securities dealer
o a federal savings, cooperative or other type of bank
o a savings and loan or other thrift institution
o a credit union
o a securities exchange or clearing agency
A notary public cannot provide a signature guarantee.
Valuation of shares
Each fund offers its shares at the NAV per share of the fund or class, if more
than one class is offered. Each fund calculates its NAV once daily as of the
close of regular trading on the New York Stock Exchange (generally at 4:00 p.m.,
New York time) on each day the exchange is open. The Small Cap Growth Fund
calculates the NAV of each class separately. If the exchange closes early, the
funds accelerate calculation of NAV and transaction deadlines to that time.
Each fund values the securities in its portfolio on the basis of market
quotations and valuations provided by independent pricing services. If
quotations are not readily available, or the value of a security has been
materially affected by events occurring after the closing of a foreign exchange,
each fund may value its assets by a method that the trustees believe accurately
reflects fair value. A fund that uses fair value to price securities may value
those securities higher or lower than a fund that uses market quotations.
Foreign markets may be open on days when U.S. markets are closed and the value
of foreign securities owned by a fund may change on days when shareholders
cannot purchase or redeem shares.
Dividends and distributions
Each fund intends to distribute all or substantially all of its net investment
income and realized capital gains, if any, for each taxable year. The funds
declare and pay dividends, if any, from net investment income semiannually and
distribute capital gains annually. Most of a fund's distributions will be from
capital gains. All dividends and capital gains are reinvested in shares of the
fund that paid them unless the shareholder elects to receive them in cash.
Year 2000 issue
The funds' securities trades, pricing and accounting services and other
operations could be adversely affected if the computer systems of the advisers,
distributor, custodian and transfer agent were unable to recognize dates after
1999. The advisers and other service providers have told the funds that they are
taking action to prevent, and do not expect the funds to suffer from, material
year 2000 problems.
Standish Group of Equity Funds 16
<PAGE>
Fund Details
- --------------------------------------------------------------------------------
Taxes
- --------------------------------------------------------------------------------
Transactions Federal Tax Status
- --------------------------------------------------------------------------------
Sales or exchanges of shares. Usually capital gain or loss. Tax rate
depends on how long shares are held.
- --------------------------------------------------------------------------------
Distributions of long-term capital Taxable as long-term capital gain.
gain.
- --------------------------------------------------------------------------------
Distributions of short-term capital Taxable as ordinary income.
gain.
- --------------------------------------------------------------------------------
Dividends from net investment income. Taxable as ordinary income.
- --------------------------------------------------------------------------------
Every January, the funds provide information to their shareholders about the
funds' dividends and distributions, which are taxable even if reinvested, and
about the shareholders' redemptions during the previous calendar year. Any
shareholder who does not provide the funds with a correct taxpayer
identification number and required certification may be subject to federal
backup withholding tax.
Shareholders should generally avoid investing in a fund shortly before an
expected dividend or capital gain distribution. Otherwise, a shareholder may pay
taxes on dividends or distributions that are economically equivalent to a
partial return of the shareholder's investment.
Shareholders should consult their tax advisers about their own particular tax
situations.
- --------------------------------------------------------------------------------
Master/feeder structure
Equity Fund and Small Cap Growth Fund are "feeder" funds that invest exclusively
in corresponding "master" portfolios with identical investment objectives.
Except where indicated, this prospectus uses the term "fund" to mean each feeder
fund and its master portfolio taken together. The master portfolio may accept
investments from multiple feeder funds, which bear the master portfolio's
expenses in proportion to their assets.
Each feeder fund and its master portfolio expect to maintain consistent
investment objectives, but if they do not, the fund will withdraw from the
master portfolio, receiving either cash or securities in exchange for its
interest in the master portfolio. The fund's trustees would then consider
whether the fund should hire its own investment adviser, invest in a different
master portfolio, or take other action.
- --------------------------------------------------------------------------------
The funds' service providers
Principal Underwriter
Standish Fund Distributors, L.P.
Custodian, Transfer Agent and Fund Accountant
Investors Bank & Trust Company
Independent Accountants
PricewaterhouseCoopers LLP
Legal Counsel
Hale and Dorr LLP
17 Standish Group of Equity Funds
<PAGE>
Financial Highlights
- --------------------------------------------------------------------------------
The financial highlights tables are intended to help shareholders understand the
funds' financial performance for the past five years, or less if a fund has a
shorter operating history. Certain information reflects financial results for a
single fund share. Total returns represent the rate that a shareholder would
have earned on an investment in a fund (assuming reinvestment of all dividends
and distributions). The information was audited by PricewaterhouseCoopers LLP,
independent accountants, whose reports, along with the funds' financial
statements, are included in the funds' annual reports (available upon request).
Equity Fund
<TABLE>
<CAPTION>
Fiscal year ended Nine months ended
September 30, September 30, Fiscal year ended December 31,
------------------ ------------------------------------
1999 1998 1997(1) 1996 1995 1994
<S> <C> <C> <C> <C> <C> <C>
Net asset value--beginning of period $48.81 $38.79 $34.81 $28.66 $30.89
------ ------ ------ ------ ------ ------
Income from investment operations
Net investment income* 0.30 0.39 0.60 0.76 0.45
Net realized and unrealized gain (loss) (4.30) 12.79 8.52 9.94 (1.62)
------ ------ ------ ------ ------ ------
Total from investment operations (4.00) 13.18 9.12 10.70 (1.17)
------ ------ ------ ------ ------ ------
Less distributions declared to shareholders
From net investment income (0.29) (0.43) (0.56) (0.78) (0.44)
In excess of net investment income (0.01) -- -- -- --
From net realized gain on investments (7.04) (2.73) (4.58) (3.77) (0.62)
------ ------ ------ ------ ------ ------
Total distributions declared to shareholders (7.34) (3.16) (5.14) (4.55) (1.06)
------ ------ ------ ------ ------ ------
Net asset value--end of period $37.47 $48.81 $38.79 $34.81 $28.66
====== ====== ====== ====== ====== ======
Total return (9.33)% 35.13% 26.84% 37.55% (3.78)%
Ratios (to average daily net
assets)/Supplemental data
Net assets at end of period (000 omitted) $198,322 $170,170 $105,855 $88,532 $86,591
Expenses*,(5) 0.71% 0.71%(4) 0.71% 0.69% 0.70%
Net investment income*,(5) 0.69% 0.95%(4) 1.53% 2.05% 1.55%
Portfolio turnover 144%(3) 0.75%(3) 118%(3) 128%(2) 100%(2)
<CAPTION>
-------------------
*The adviser voluntarily did not impose some or all of its investment advisory fee and limited the fund's expenses. Had
these actions not been taken, the net investment income per share and the ratios would have been:
<S> <C> <C> <C> <C> <C> <C>
Net investment income per share -- $0.38 $0.59 -- --
Ratios (to average net assets)
Expenses(5) -- 0.72%(4) 0.72% -- --
Net investment income(5) -- 0.93%(4) 1.52% -- --
</TABLE>
(1) Calculated based on average shares outstanding.
(2) Portfolio turnover represents activity while the fund was making investments
directly in securities.
(3) Represents unaudited theoretical portfolio turnover rate of the fund for the
year ended December 31, 1996 had the fund not contributed its assets to Standish
Equity Portfolio on May 3, 1996. The portfolio turnover rate of the fund for the
period from January 1, 1996 to May 2, 1996 was 41%. The portfolio turnover rate
of Standish Equity Portfolio for the period from May 3, 1996 to December 31,
1996 was 78%. For periods after December 31, 1996 information provided is for
Standish Equity Portfolio.
(4) Computed on an annualized basis.
(5) Includes the fund's share of Standish Equity Portfolio's allocated expenses
for the years ended September 30, 1999 and 1998, the nine months ended September
30, 1997 and for the period from May 3, 1996 to December 31, 1996.
Standish Group of Equity Funds 18
<PAGE>
- --------------------------------------------------------------------------------
Small Capitalization Equity Fund
<TABLE>
<CAPTION>
Fiscal year ended Nine months ended
September 30, September 30, Fiscal year ended December 31,
------------------ ----------------------------------
1999 1998(1) 1997(1) 1996 1995 1994
<S> <C> <C> <C> <C> <C> <C>
Net asset value--beginning of period $66.50 $52.96 $53.46 $42.15 $48.97
------ ------ ------ ------ ------ ------
Income from investment operations
Net investment income/(loss)* (0.31) (0.23) -- -- --
Net realized and unrealized gain (loss) (16.57) 14.80 9.29 12.57 (1.84)
------ ------ ------ ------ ------ ------
Total from investment operations (16.88) 14.57 9.29 12.57 (1.84)
------ ------ ------ ------ ------ ------
Less distributions declared to shareholders
From net realized gain on investments (7.88) (1.03) (9.79) (1.26) (4.98)
------ ------ ------ ------ ------ ------
Total distributions declared to shareholders (7.88) (1.03) (9.79) (1.26) (4.98)
------ ------ ------ ------ ------ ------
Net asset value--end of period $41.74 $66.50 $52.96 $53.46 $42.15
====== ====== ====== ====== ====== ======
Total return (27.20)% 27.92% 17.36% 29.83% (3.66)%
Ratios (to average daily net
assets)/Supplemental data
Net assets at end of period (000 omitted) $147,000 $274,368 $244,131 $180,470 $107,591
Expenses*,(3) 0.74% 0.74%(4) 0.75% 0.75% 0.79%
Net investment income/(loss)* (0.57)% (0.57)%(5) (0.44)% (0.30)% (0.27)%
Portfolio turnover 107%(4) 70%(4) 113%(4) 103%(2) 95%(2)
<CAPTION>
-------------------
*The adviser voluntarily did not impose some or all of its investment advisory fee and limited the fund's expenses. Had
these actions not been taken, the net investment income per share and the ratios would have been:
<S> <C> <C> <C> <C> <C> <C>
Net investment income (loss) per share ($0.34) ($0.23) ($0.01) -- --
Ratios (to average net assets)
Expenses(3) 0.78% 0.74%(5) 0.76% -- --
Net investment income (loss)(3) (0.61)% (0.57)%(5) (0.45)% -- --
</TABLE>
(1) Calculated based on average shares outstanding.
(2) Portfolio turnover represents activity while the fund was making investments
directly in securities.
(3) Includes the fund's share of Standish Small Cap Equity Portfolio's allocated
expenses for the years ended September 30, 1999 and 1998, the nine months ended
September 30, 1997 and for the period from May 3, 1996 to December 31, 1996.
(4) Represents the unaudited theoretical portfolio turnover rate of the fund for
the year ended December 31, 1996 had the fund not contributed its assets to
Standish SmallCap Equity Portfolio on May 3, 1996. The portfolio turnover rate
of the fund for the period from January 1, 1996 to May 2, 1996 was 28%. The
portfolio turnover rate of Standish Small Cap Equity Portfolio for the period
from May 3, 1996 to December 31, 1996 was 76%. For period after December 31,
1996, information provided is for StandishSmall Cap Equity Portfolio.
(5) Computed on an annualized basis.
19 Standish Group of Equity Funds
<PAGE>
- --------------------------------------------------------------------------------
Small Cap Growth Fund
(formerly Small Capitalization Equity Fund II)
<TABLE>
<CAPTION>
Fiscal year ended Nine months December 23(2) to
September 30, ended September 30, December 31,
1999 1998(1) 1997(1) 1996
-----------------
<S> <C> <C> <C> <C>
Net asset value--beginning of period $29.12 $20.39 $20.00
------ ------ ------
Income from investment operations
Net investment income (loss)* (0.07) $0.03 $0.00
Net realized and unrealized gain (loss) (5.01) $8.71 0.39
------ ------ ------
Total from investment operations (5.08) $8.74 $0.39
------ ------ ------
Less distributions declared to shareholders
From net investment income (0.04) (0.01) --
From realized gain on investment (0.54) -- --
In excess of net realized gain on investment (1.24) -- --
------ ------ ------
Total distributions (1.82) ($0.01) --
Net asset value--end of period $22.22 $29.12 $20.39
====== ====== ======
Total return (17.84)% 42.94% N/A(6)
Ratios (to average daily net assets)/Supplemental data
Net assets at end of period (000 omitted) $11,944 $6,314 $484
Expenses(3) 0.58% 0.00%(5) N/A(6)
Net investment income (loss)* (0.25) 0.49%(5) N/A(6)
Portfolio turnover(4) 147% 122% --
<CAPTION>
-------------------
*The investment adviser voluntarily agreed not to impose all or a portion of its investment advisory fee and
reimbursed the fund for all or a portion of its operating expenses. If these voluntary actions had not been
taken, the net investment income per share and the ratios would have been:
<S> <C> <C> <C> <C>
Net investment income (loss) per share ($0.42) ($0.25) N/A(6)
Ratios (to average net assets)
Expenses 1.94% 3.56%(5) N/A(6)
Net investment income (1.61)% (3.07)%(5) N/A(6)
</TABLE>
(1) Calculated based on average shares outstanding.
(2) Commencement of operations
(3) Includes the fund's share of Standish Small Capitalization Equity Portfolio
II's allocated expenses for the periods since commencement of operations.
(4) The portfolio turnover provided is for Standish Small Capitalization Equity
Portfolio II.
(5) Computed on an annualized basis.
(6) Amounts are not meaningful due to the short period of operations.
Standish Group of Equity Funds 20
<PAGE>
- --------------------------------------------------------------------------------
International Equity Fund
<TABLE>
<CAPTION>
Fiscal year ended Nine months ended
September 30, September 30, Fiscal year ended December 31,
------------------- ---------------------------------
1999 1998 1997(1) 1996 1995 1994
<S> <C> <C> <C> <C> <C> <C>
Net asset value--beginning of period $23.57 $23.25 $23.54 $23.12 $26.74
------ ------ ------ ------ ------ ------
Income from investment operations
Net investment income* 0.32 0.39 0.47 0.04 0.21
Net realized and unrealized gain (loss) (1.17) 1.44 1.28 0.45 (2.08)
------ ------ ------ ------ ------ ------
Total from investment operations (0.85) 1.83 1.75 0.49 (1.87)
------ ------ ------ ------ ------ ------
Less distributions declared to shareholders
From net investment income (0.31) (0.30) (0.51) -- (0.12)
From net realized gains on investments (2.24) (1.21) (1.53) (0.07) (1.63)
------ ------ ------ ------ ------ ------
Total distributions declared to shareholders (2.55) (1.51) (2.04) (0.07) (1.75)
------ ------ ------ ------ ------ ------
Net asset value--end of period $20.17 $23.57 $23.25 $23.54 $23.12
====== ====== ====== ====== ====== ======
Total return (2.92)% 7.65% 7.44% 2.14% (6.99)%
Ratios (to average daily net assets)/Supplemental data
Net assets at end of period (000 omitted) $36,816 $49,497 $47,739 $59,473 $104,435
Expenses* 1.00% 0.84%(2) 0.50% 1.22% 1.23%
Net investment income* 1.30% 1.78%(2) 1.80% 1.76% 1.52%
Portfolio turnover 206% 155% 163% 108% 51%
<CAPTION>
-------------------
*For the periods indicated, the adviser voluntarily did not impose some or all of its investment advisory fee and limited the
fund's expenses. Had these actions not been taken, the net investment income per share and the ratios would have been:
<S> <C> <C> <C> <C> <C> <C>
Net investment income per share $0.22 $0.29 $0.27 -- --
Ratios (to average net assets)
Expenses 1.42% 1.42%(2) 1.29% -- --
Net investment income 0.88% 1.20%(2) 1.01% -- --
</TABLE>
(1) Calculated based on average shares outstanding.
(2) Computed on an annualized basis.
21 Standish Group of Equity Funds
<PAGE>
Notes
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Standish Group of Equity Funds 22
<PAGE>
Notes
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23 Standish Group of Equity Funds
<PAGE>
Standish, Ayer & Wood, Inc. is an independent investment counseling firm that
has been managing assets for institutional investors and high net worth
individuals, as well as mutual funds, for more than 65 years. Standish offers a
broad array of investment services that includes management of domestic and
international equity and fixed income portfolios.
For More Information
- --------------------------------------------------------------------------------
For investors who want more information about the Standish group of equity
funds, the following documents are available free upon request.
Annual/Semiannual Reports
Additional information about the funds' investments is available in the funds'
annual and semiannual reports to shareholders. Each fund's annual report
contains a discussion of the market conditions and investment strategies that
significantly affected the fund's performance during its last fiscal year.
Statement of Additional Information (SAI)
The SAI provides more detailed information about the funds and is incorporated
into this prospectus by reference.
Investors can get free copies of reports and SAIs, request other information and
discuss their questions about the funds by contacting the funds at:
Standish Funds
P.O. Box 1407
Boston, MA 02205-1407
Telephone: 1.800.729.0066
Email:
[email protected]
Internet:
http://www.standishonline.com
Investors can review the funds' reports and SAIs at the Public Reference Room of
the Securities and Exchange Commission. Investors can get text-only copies:
o For a fee, by writing to or calling the Public Reference Room of the
Commission, Washington, D.C. 20549-6009 Telephone: 1.800.SEC.0330
o Free from the Commission's Internet website at http://www.sec.gov
[LOGO] STANDISH FUNDS(R)
One Financial Center
Boston, MA 02111-2662
800.729.0066
www.standishonline.com
Investment Company Act
file number (811-4813)
99-269
