STANDISH, AYER & WOOD INVESTMENT TRUST
One Financial Center
Boston, Massachusetts 02111
Certificate of Designation
The undersigned, being a Vice President of Standish, Ayer & Wood
Investment Trust (the "Trust"), a trust with transferable shares of the type
commonly called a Massachusetts business trust, DOES HEREBY CERTIFY that,
pursuant to the authority conferred upon the Trustees of the Trust by Section
6.1(b) and Section 9.3 of the Agreement and Declaration of Trust, dated August
13, 1986, as amended (as so amended, the "Declaration of Trust"), and by the
affirmative vote of a Majority of the Trustees at a meeting duly called and held
on October 13, 2000 the Declaration of Trust is amended as set forth in this
Certificate of Designation.
A. There is hereby established and designated four additional Series of
the Trust:
o Standish Crossover Bond Fund
o Standish Opportunistic High Yield Fund
o Standish Opportunistic Emerging Markets Debt Fund
o Standish High Yield Bond Fund
Each series is referred to herein as the "Fund" and collectively as
the "Funds."
B. The beneficial interest in each Fund shall be divided into Shares
having a nominal or par value of one cent ($.01) per Share, of which an
unlimited number may be issued, which Shares shall represent interests only in
the respective Fund. The Shares of each Fund shall have the following rights and
preferences:
1. Assets Belonging to the Fund. Any portion of the Trust Property
allocated to the Fund, and all consideration received by the Trust for the
issue or sale of Shares of the Fund, together with all assets in which
such consideration is invested or reinvested, all interest, dividends,
income, earnings profits and gains therefrom, and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation of
such assets, and any funds or payments derived from any reinvestment of
such proceeds in whatever form the same may be, shall be held by the
Trustees in trust for the benefit of the holders of Shares of the Fund and
shall irrevocably belong to the Fund for all purposes, and shall be so
recorded upon the books of account of the Trust, and the Shareholders of
any other Fund who are not Shareholders of the Fund shall not have, and
shall be conclusively deemed to have waived, any claims to the assets of
the Fund. Such consideration, assets, interest, dividends, income,
earnings, profits, gains and proceeds, together with any General Items
allocated to the Fund as provided in the following sentence, are herein
referred to collectively as "Fund-Assets" of the Fund, and as assets
"belonging to" the Fund. In the event that there are any assets, income,
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earnings, profits and proceeds thereof, funds, or payments which are not
readily identifiable as belonging to any particular Fund (collectively
"General Items"), the Trustees shall allocate such General Items to and
among any one or more of the Funds established and designated from time to
time in such manner and on such basis as they, in their sole discretion,
deem fair and equitable; and any General Items so allocated to the Fund
shall belong to and be part of the Fund Assets of the Fund. Each such
allocation by the Trustees shall be conclusive and binding upon the
Shareholders of all the Funds for all purposes.
2. Liabilities of the Fund. The assets belonging to the Fund shall
be charged with the liabilities in respect of the Fund and all expenses,
costs, charges and reserves attributable to the Fund, and any general
liabilities, expenses, costs, charges or reserves of the Trust which are
not readily identifiable as pertaining to any particular Fund shall be
allocated and charged by the Trustees to and among any one or more of the
Funds established and designated from time to time in such manner and on
such basis as the Trustees in their sole discretion deem fair and
equitable. The indebtedness, expenses, costs, charges and reserves
allocated and so charged to the Fund are herein referred to as
"liabilities of" the Fund. Each allocation of liabilities, expenses,
costs, charges and reserves by the Trustees shall be conclusive and
binding upon the Shareholders of all the Funds or all purposes. Any
creditor of the Fund may look only to the assets of the Fund to satisfy
such creditor's debt.
3. Dividends. Dividends and distributions on Shares of the Fund may
be paid with such frequency as the Trustees may determine, which may be
daily or otherwise pursuant to a standing resolution or resolutions
adopted only once or with such frequency as the Trustees may determine, to
the Shareholders of the Fund, from such of the income, accrued or
realized, and capital gains, realized or unrealized, and out of the assets
belonging to the Fund, as the Trustees may determine, after providing for
actual and accrued liabilities of the Fund. All dividends and
distributions on Shares of the Fund shall be distributed pro rata to the
Shareholders of the Fund in proportion to the number of such Shares held
by such holders at the date and time of record established for the payment
of such dividends or distributions, except that in connection with any
dividend or distribution program or procedure the Trustees may determine
that no dividend or distribution shall be payable on Shares as to which
the Shareholder's purchase order and/or payment have not been receive by
the time or times established by the Trustees under such program or
procedure, or that dividends or distributions shall be payable on Shares
which have been tendered by the holder thereof for redemption or
repurchase, but the redemption or repurchase proceeds of which have not
yet been paid to such Shareholder. Such dividends and distributions may be
made in cash or Shares of the Fund or a combination thereof as determined
by the Trustees, or pursuant to any program that the Trustees may have in
effect at the time for the election by each Shareholder of the mode of the
making of such dividend or distribution to that Shareholder. Any such
dividend or distribution paid in Shares will be paid at the net asset
value thereof as determined in accordance with subsection (8) hereof.
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4. Liquidation. In the event of the liquidation or dissolution of
the Trust or the liquidation of the Fund, the Shareholders of the Fund
shall be entitled to receive, when and as declared by the Trustees, the
excess of the Fund Assets over the liabilities of the Fund. The assets so
distributable to the Shareholders of the Fund shall be distributed among
such Shareholders in proportion to the number of Shares of the Fund held
by them and recorded on the books of the Trust. The Fund or class thereof
may be terminated by either (i) the affirmative vote of the holders of not
less than two-thirds of the Shares outstanding and entitled to vote at any
meeting or action of Shareholders of the Fund or class thereof; provided,
however, that if such termination is recommended by the Trustees, a
Majority Shareholder Vote shall be sufficient to authorize such
liquidation, or (ii) notice to Shareholders of the Fund or class by means
of an instrument in writing authorized by a majority of the Trustees,
stating that a majority of the Trustees has determined that the
continuation of the Fund or class thereof is not in the best interest of
the Shareholders of the Fund or class as a result of factors or events
adversely affecting the ability of the Fund or class to conduct its
business in an economically viable manner. Such factors and events may
include (but are not limited to) the inability of the Fund or class to
maintain its assets at an appropriate size, changes in laws or regulations
governing the Fund or class or affecting assets of the type in which the
Fund invests or economic developments or trends having a significant
adverse impact on the business or operation of the Fund or class.
5. Voting. The Shareholders shall have the voting rights set forth
in or determined under Article 7 of the Declaration of Trust.
6. Redemption by Shareholder. Each holder of Shares of the Fund
shall have the right at such times as may be permitted by the Trust to
require the Trust to redeem all or any part of his Shares of the Fund at a
redemption price equal to the net asset value per Share of the Fund next
determined in accordance with subsection (8) hereof after the Shares are
properly tendered for redemption; provided, that the Trustees may from
time to time, in their discretion, determine and impose a fee for such
redemption. Payment of the redemption price shall be in cash; provided,
however, that if the Trustees determine, which determination shall be
conclusive, that conditions exist which make payment wholly in cash unwise
or undesirable, the Trust may make payment wholly or partly in Securities
or other assets belonging to the Fund at the value of such Securities or
assets used in such determination of net asset value. Notwithstanding the
foregoing, the Trust may postpone payment of the redemption price and may
suspend the right of the holders of Shares of the Fund to require the
Trust to redeem Shares of the Fund during any period or at any time when
and to the extent permissible under the Investment Company Act of 1940, as
amended (the "1940 Act").
7. Redemption at the Option of the Trust. Each Share of the Fund
shall be subject to redemption at the option of the Trust at the
redemption price which would be applicable if such Share were then being
redeemed by the Shareholder pursuant to subsection (6) hereof: (i) at any
time, if the Trustees determine in their sole discretion that failure to
so redeem may have materially adverse consequences to the holders of the
Shares of the Trust or of any Fund, or (ii) upon such other conditions
with respect to
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maintenance of Shareholder accounts of a minimum amount as may from time
to time be determined by the Trustees and set forth in the then current
Prospectus of the Fund. Upon such redemption the holders of the Shares so
redeemed shall have no further right with respect thereto other than to
receive payment of such redemption price.
8. Net Asset Value. The net asset value per Share of the Fund at any
time shall be the quotient obtained by dividing the value of the net
assets of the Fund at such time (being the current value of the assets
belonging to the Fund, less its then existing liabilities) by the total
number of Shares of the Fund then outstanding, all determined in
accordance with the methods and procedures, including without limitation
those with respect to rounding, established by the Trustees from time to
time. The Trustees may determine to maintain the net asset value per Share
of the Fund at a designated constant dollar amount and in connection
therewith may adopt procedures not inconsistent with the 1940 Act for the
continuing declaration of income attributable to the Fund as dividends
payable in additional Shares of the Fund at the designated constant dollar
amount and for the handling of any losses attributable to the Fund. Such
procedures may provide that in the event of any loss each Shareholder
shall be deemed to have contributed to the shares of beneficial interest
account of the Fund his pro rata portion of the total number of Shares
required to be cancelled in order to permit the net asset value per Share
of the Fund to be maintained, after reflecting such loss, at the
designated constant dollar amount. Each Shareholder of the Fund shall be
deemed to have expressly agreed, by his investment in the Fund, to make
the contribution referred to in the preceding sentence in the event of any
such loss.
9. Transfer. All Shares of the Fund shall be transferable, but
transfers of Shares of the Fund will be recorded on the Share transfer
records of the Trust applicable to the Fund only at such times as
Shareholders shall have the right to require the Trust to redeem Shares of
the Fund and at such other times as may be permitted by the Trustees.
10. Equality. All Shares of the Fund shall represent an equal
proportionate interest in the assets belonging to the Fund (subject to the
liabilities of the Fund), and each Share of the Fund shall be equal to
each other Share thereof; but the provisions of this sentence shall not
restrict any distinctions permissible under subsection (3) hereof that may
exist with respect to dividends and distributions on Shares of the Fund.
The Trustees may from time to time divide or combine the Shares of the
Fund into a greater or lesser number of Shares of the Fund without thereby
changing the proportionate beneficial interest in the assets belonging to
the Fund or in any way affecting the rights of the holders of Shares of
any other Fund.
11. Rights of Fractional Shares. Any fractional Share of any Series
shall carry proportionately all the rights and obligations of a whole
Share of that Series, including rights and obligation with respect to
voting, receipt of dividends and distributions, redemption of Shares, and
liquidation of the Trust or of the Fund.
12. Conversion Rights. Subject to compliance with the requirements
of the 1940 Act, the Trustees shall have the authority to provide that
holders of Shares of the
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Fund shall have the right to convert said Shares into Shares of one or
more other Funds in accordance with such requirements and procedures as
the Trustees may establish.
13. Master/Feeder. Notwithstanding any other provisions herein or in
the Declaration of Trust as applicable to the Fund, the Trustees shall
have full power in their discretion, without any requirement of approval
by shareholders of the Fund, to invest part or all of the Fund Assets, or
to dispose of parts or all of the Fund Assets and invest the proceeds of
such disposition, in securities issued by one or more other investment
companies registered under the 1940 Act. Any such other investment company
may (but need not) be a trust (formed under the laws of the Commonwealth
of Massachusetts any other state or jurisdiction) which is classified as a
partnership for Federal income tax purposes.
14. Multiple Class. Notwithstanding any other provisions herein or
in the Declaration of Trust as applicable to the Fund, the Trustees shall
have full power and authority in their discretion, without any requirement
of approval by shareholders of the Fund, to establish and designate, and
to change, in any manner Shares of any classes with such preferences,
terms of conversion, voting powers, rights and privileges as the Trustees
may determine (but the Trustees may not change Shares which have
previously been issued by the Fund and are currently outstanding in a
manner materially adverse to the Shareholders of such Shares without a
Majority Shareholder Vote of such Shareholders); to divide or combine the
Shares of any classes into a greater or lesser number; to classify or
reclassify any unissued Shares of any class into one or more classes of
Shares; and to abolish any one or more classes of Shares. The assets
belonging to the Fund shall be charged with the liabilities of the Fund
and all expenses, costs, charges and reserves attributable to the Fund,
except that liabilities and expenses allocated solely to a particular
class shall be borne by that class. All dividends and other distributions
on Shares of the Fund shall be distributed pro rata to the Shareholders of
the Fund in proportion to the number of Shares of the Fund they held on
the record date established for such payment, except that such dividends
and distributions shall appropriately reflect expenses allocated to a
particular class of the Fund. The net asset value per Share of any class
shall be determined in the same manner that net asset value per Share of
any Fund is determined in accordance with subparagraph (h) of Section 6.2
of the Declaration of Trust. If the Shares of the Fund are divided into
separate classes, each matter required or permitted to be voted upon at a
meeting or by written consent of Shareholders shall be submitted to a
separate vote of the outstanding shares of each class; provided that (a)
when required by the Declaration of Trust or by the 1940 Act, Shares shall
be voted in the aggregate and not by an individual class, and (b) when the
Trustees have determined that the matter affects the interests of more
than one class, then the Shareholders of all such classes shall be
entitled to vote thereon. Each Shareholder of any class shall be entitled
to the same voting powers and rights as are the Shareholders of any
Series, including the requirements for quorum and shareholder action, as
are set forth in the Declaration of Trust. In addition to the powers set
forth in Section 5.2 of the Declaration of Trust, the Trustees shall also
have the power and authority to enter into any one or more contracts with
any one or more Contracting Party to provide for the performance and
assumption of some or all of the services, duties and responsibilities set
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forth in subparagraphs (a) through (g) of Section 5.2 of the Declaration
of Trust to, for or on behalf of any class, as the Trustees may deem
appropriate. To the extent necessary to accommodate the creation of
multiple classes of Shares, any other provision of the Declaration of
Trust which refers specifically to a Fund or Series shall also refer to a
class, as context requires.
15. Amendment, etc. Subject to the provisions and limitations of
Section 9.3 of the Declaration of Trust and applicable law, this
Certificate of Designation may be amended by an instrument signed in
writing by a Majority of the Trustees (or by an officer of the Trust
pursuant to the Vote of a Majority of the Trustees), provided that, if any
amendment adversely affects the rights of the Shareholders of the Fund,
such amendment may be adopted by an instrument signed in writing by a
Majority of the Trustees (or by an officer of the Trust pursuant to the
vote of a Majority of the Trustees) when authorized to do so by the vote
in accordance with Section 7.1 of the Declaration of Trust of the holders
of a majority of all the Shares of the Fund outstanding and entitled to
vote, without regard to the other Series.
16. Incorporation of Defined Terms. All capitalized terms which are
not defined herein shall have the same meanings as are assigned to those
terms in the Declaration of Trust filed with the Secretary of State of The
Commonwealth of Massachusetts.
The Trustees further direct that, upon the execution of this Certificate
of Designation, the Trust take all necessary action to file a copy of this
Certificate of Designation with the Secretary of State of The Commonwealth of
Massachusetts and at any other place required by law or by the Declaration of
Trust.
IN WITNESS WHEREOF, the undersigned has set her hand and seal this 13th day of
October, 2000.
By: /s/ Anne P. Herrmann
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Name: Anne P. Herrmann
Its: Vice President
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ACKNOWLEDGMENT
M A S S A C H U S E T T S
SUFFOLK, SS.: October 13, 2000
Then personally appeared the above-named Vice President of Standish, Ayer & Wood
Investment Trust and acknowledged the foregoing instrument to be her free act
and deed.
Before me,
/s/ Rosalind J. Lillo
Notary Public
My commission expires: 5/4/01
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