As filed with the Securities and Exchange Commission on December
29, 1995
Securities Act File No. 33-92712
Investment Company Act File No. 811-9050
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No.
Post-Effective Amendment No. 3 X
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 7 X
PANORAMA TRUST
(Exact Name of Registrant as Specified in Charter)
One Exchange Place, Boston, MA 02109
Registrant's Telephone Number, including Area Code: (617) 248-3490
Name and Address of Agent for Service: Copies to:
Patricia L. Bickimer, Esq. Joseph P. Barri, Esq.
Panorama Trust Hale and Dorr
One Exchange Place 60 State Street
Boston, MA. 02109 Boston, MA. 02109
Approximate Date of Proposed Public Offering:
As soon as practicable after the Registration Statement becomes
effective.
It is proposed that the filing will become effective:
immediately upon filing pursuant to paragraph (b)
X on January 2, 1996 pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(1)
on pursuant to paragraph (a)(1)
75 days after filing pursuant to paragraph (a)(2)
on __________ pursuant to paragraph (a)(2) of Rule 485.
The Registrant previously has filed a declaration of
indefinite registration of its shares,
pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended.
Page 1 of Pages
EXPLANATORY NOTE
This Post-Effective Amendment relates only to Pictet
International Small Companies
Fund, a series of Panorama Trust (the "Trust"). The prospectus
and statement of additional
information of Pictet Global Emerging Markets Fund, another series
of the Trust, are not
affected by this Post-Effective Amendment.
PANORAMA TRUST
PICTET INTERNATIONAL SMALL COMPANIES FUND
FORM N-1A
CROSS REFERENCE SHEET
PURSUANT TO RULE 495 (a)
Part A.
Item No. Prospectus Caption
1. Cover Page Cover Page
2. Synopsis Expenses of the Fund
3. Condensed Financial Information Not Applicable
4. General Description of Registrant Investment Objective and
Policies; Investment
Techniques; Risk Factors;
General Information
5. Management of the Fund Management of the Fund;
Dividends, Distributions,
Taxes and Other
Information; General
Information
5A. Management's Discussion of Not Applicable
Fund Performance
6. Capital Stock and Other Securities Purchase of Shares;
Redemption of Shares;
Exchange of Shares
Valuation of Shares;
Dividends, Capital Gains
Distribution and Taxes;
General Information
7. Purchase of Securities Being Offered Purchase of Shares
8. Redemption or Repurchase Redemption of Shares;
Exchange of Shares
9. Pending Legal Proceedings Not Applicable
Part B. Statement of Additional
Item No. Information Caption
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Investment Objective and
Policies; General
Information
13. Investment Objectives and Policies Investment Objective and
Policies; Investment
Limitations
14. Management of the Registrant Management of the Fund;
Investment Advisory and
Other Services
15. Control Persons and Principal Holders of Securities
Management of the Fund;
Investment Advisory and
Other Services
16. Investment Advisory and Other Services Management of the
Fund;
Investment Advisory and
Other Services; Distributor
17. Brokerage Allocation Portfolio Transactions
18. Capital Stock and Other Securities Organization of the
Trust
19. Purchase, Redemption and Pricing of Purchase of
Shares;
Redemption
Securities Being Offered of Shares; Exchange of
Shares; Net Asset Value
Determination
20. Tax Status Additional Information
Concerning Taxes
21. Underwriters Distributor
22. Calculation of Performance Data Performance Calculations
23. Financial Statements Not Applicable
PICTET INTERNATIONAL SMALL COMPANIES FUND
One Exchange Place Boston, Massachusetts 02109
Prospectus - January 2, 1996
Panorama Trust, a Massachusetts business trust (the "Trust"), is a no-load,
diversified, open-end management investment company which currently offers
shares of
two series, one of which is the Pictet International Small Companies Fund
(the "Fund").
The investment objective of the Fund is to provide long-term growth of capital.
The Fund
seeks to achieve this objective by investing primarily in equity securities of
companies
located outside the United States with small market capitalizations. The net
asset value of
the Fund will fluctuate. Shares of the Fund are subject to investment risks,
including the
possible loss of principal.
This Prospectus, which should be retained for future reference, sets forth
certain
information that you should know before you invest. A Statement of Additional
Information ("SAI") containing additional information about the Fund has been
filed with
the Securities and Exchange Commission. The SAI, dated January 2, 1996, as
amended or
supplemented from time to time, is incorporated by reference into this
Prospectus. A copy
of the SAI may be obtained, without charge, by calling the Trust at
514-288-0253.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
EXPENSES OF THE FUND
The following table illustrates the expenses and fees expected to be incurred
by the
Fund for the current fiscal year.
Shareholder Transaction Expenses
Sales Load Imposed on Purchases NONE
Sales Load Imposed on Reinvested Dividends NONE
Deferred Sales Load NONE
Redemption Fees NONE
Exchange Fees NONE
Annual Fund Operating Expenses
(as a percentage of average net assets)
Investment Advisory Fees* 1.00%
Other Expenses .50%
Total Operating Expenses 1.50%
_________________________________
* The Investment Adviser has voluntarily agreed to waive its fees to the extent
necessary to assure that the total ordinary operating expenses do not exceed
1.50% of
the Fund's average daily net assets.
The purpose of the above table is to assist an investor in understanding the
various
estimated costs and expenses that an investor in the Fund will bear directly or
indirectly.
"Other Expenses" is based on estimated amounts for the current fiscal year.
Actual
expenses may be greater or less than such estimates. For further information
concerning
the Fund's expenses see "Investment Adviser" and "Administrative Services."
The following example illustrates the estimated expenses that an investor in
the
Fund would pay on a $1,000 investment over various time periods assuming (i)
a 5%
annual rate of return and (ii) redemption at the end of each time period.
As noted in the
above table, the Fund charges no redemption fees of any kind.
1 Year 3 Years
15 48
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF
PAST OR FUTURE EXPENSES OR PERFORMANCE. THE ABOVE FIGURES ARE
ESTIMATES ONLY. ACTUAL EXPENSES MAY BE GREATER OR LESSER
THAN THOSE SHOWN.
INVESTMENT OBJECTIVE AND POLICIES
The investment objective of the Fund is to provide long-term growth of
capital.
The Fund seeks to achieve this objective by investing primarily in equity
securities of
companies located outside the United States ("U.S.") with small market
capitalizations.
Under normal conditions at least 65% of the Fund's total assets will be
invested in equity
securities of smaller capitalization companies (i.e., companies with
individual market
capitalization below $1 billion at time of investment) located in at least
three countries
other than the U.S. "Equity securities," as used in this Prospectus, refers
to common stock,
preferred stock, investment company shares, convertible securities, warrants
or rights to
subscribe to or purchase such securities, American Depositary Receipts
("ADRs"),
European Depositary Receipts ("EDRs") and Global Depositary Receipts ("GDRs").
The Fund will invest primarily in securities of issuers whose market
capitalizations would place them (at the time of purchase) in the same size
range as
companies in approximately the lowest 20% by total market capitalization of
companies
that have equities listed on a U.S. national securities exchange or traded in
the NASDAQ
system. Based on recent U.S. share prices, these companies will typically have
individual
market capitalizations below $1 billion (although the Fund will be allowed to
invest in
larger capitalization companies that satisfy the Fund's size standard). Because
the Fund is
permitted to apply the U.S. size standard on an international basis, it may
invest in
companies that might rank above the lowest 20% by total market capitalization
in local
markets and, in fact, might in some countries rank among the largest companies
in terms of
capitalization. Determinations as to eligibility will be made by the Fund's
Adviser, Pictet
International Management Limited (the "Adviser"), based on publicly available
information and inquiries made to the companies. See "Risk Factors" for a
discussion of
the nature of information publicly available for non-U.S. companies.
The Adviser will determine the amount of the Fund's assets to be invested in
each
country and the markets within that country. Such allocations will be based on
its
assessment of where opportunities for long-term capital growth are expected
to be most
attractive. When making this determination, the Adviser will evaluate key
factors such as
current liquidity, capacity constraints, direction of interest rates and
market valuations.
The Adviser will invest in quality, growth-oriented smaller companies while
maintaining a
diversified approach to reduce stock specific risk. The Adviser employs a
"top-down"
approach in its assessment of countries, regions and currencies, but it is
essentially driven
by the "bottom-up" approach in stock selection. Generally, such stock selection
is based on
the Adviser's proprietary data base of approximately 4,000 companies and
comprehensive
universe of about 10,000 companies, in more than 40 different countries, and
company
visits by research analysts and investment managers. The Adviser utilizes a
proprietary
model to determine asset/country allocation which includes variables such as
macroeconomic factors and general equity and fixed income valuation measures.
In the
search for quality smaller company stocks that are relatively inexpensive,
the key criteria
are strong balance sheets, surplus net income, profitability ratios above
market/sector
average and reasonable valuations.
The Adviser believes that investing internationally in smaller company
stocks can,
over the long-term, produce superior returns but with increased risks. See
" Risk Factors"
for a discussion of these risks. Small capitalization stocks often have sales
and earnings
growth rates which exceed those of larger companies, and such growth rates
may in turn
result in more rapid share price appreciation. Investors should be aware that
although the
Fund diversifies across more investment types than most mutual funds, no one
mutual fund
can provide a complete investment program for all investors. There can be no
assurance
that the Fund will achieve its investment objective.
The Fund may invest up to 35% of its total assets in equity securities which
do not
meet its small company criteria and in debt securities (defined as bonds,
notes, debentures,
commercial paper, certificates of deposit, time deposits and bankers'
acceptances) which
are rated at least Baa by Moody's Investors Services, Inc.'s ("Moody's") or
BBB by
Standard & Poor's Ratings Group ("S&P") or are unrated debt securities deemed
to be of
comparable quality by the Adviser. Securities with the lowest rating in the
investment
grade category (i.e., Baa by Moody's or BBB by S&P) are considered to have some
speculative characteristics and are more sensitive to economic change than
higher rated
securities. Certain debt securities can provide the potential for long-term
growth of capital
based on various factors such as changes in interest rates, economic and market
conditions, improvement in an issuer's ability to repay principal and pay
interest, and
ratings upgrades. Additionally, convertible bonds can provide the potential
for long-term
growth of capital through the conversion feature, which enables the holder of
the bond to
benefit from increases in the market price of the securities into which they
are convertible.
However, there can be no assurances that debt securities or convertible bonds
will provide
long-term growth of capital.
When deemed appropriate by the Adviser, the Fund may invest cash balances in
repurchase agreements and other money market investments to maintain liquidity
in an
amount to meet expenses or for day-to-day operating purposes. These investment
techniques are described below and under the heading "Investment Objective and
Policies"
in the SAI. When the Adviser believes that market conditions warrant, the Fund
may
adopt a temporary defensive position and may invest without limit in high-
quality money
market securities denominated in U.S. dollars or in the currency of any foreign
country.
See "Investment Techniques-Temporary Investments."
In addition, the Fund may enter into forward foreign currency exchange
contracts
and reverse repurchase agreements and may utilize forward foreign currency
exchange
contracts as a hedge against changes resulting from market conditions and
exchange rates.
INVESTMENT TECHNIQUES
Temporary Investments. As determined by the Adviser, when market conditions
warrant, the Fund may invest up to 100% of its total assets in the following
high-quality
(that is, rated Prime-1 by Moody's or A-1 or better by S&P or, if unrated, of
comparable
quality as determined by the Adviser) money market securities, denominated in
U.S.
dollars or in the currency of any foreign country, issued by entities organized
in the United
States or any foreign country; short-term (less than twelve months to maturity)
and
medium-term (not greater than five years to maturity) obligations issued or
guaranteed by
the U.S. Government or the governments of foreign countries, their agencies or
instrumentalities; finance company and corporate commercial paper, and other
short-term
corporate obligations; obligations (including certificates of deposit, time
deposits and
bankers' acceptances) of banks; and repurchase agreements with banks and
broker-dealers
with respect to such securities.
Repurchase Agreements. The Fund may enter into repurchase agreements with
qualified brokers, dealers, banks and other financial institutions deemed
creditworthy by its
Adviser. In a repurchase agreement, the Fund purchases a security and
simultaneously
commits to resell that security at a future date to the seller (a qualified
bank or securities
dealer) at an agreed upon price plus an agreed upon market rate of interest
(itself unrelated
to the coupon rate or date of maturity of the purchased security). Under
normal
circumstances, however, the Fund will not enter into repurchase agreements if
entering into
such agreements would cause, at the time of entering into such agreements,
more than 20%
of the value of its total assets to be subject to repurchase agreements.
Under the
Investment Company Act of 1940, as amended (the "1940 Act"), repurchase
agreements
are considered to be loans collateralized by the underlying securities. The
Fund would
generally enter into repurchase transactions to invest cash reserves and for
temporary
defensive purposes. Delays or losses could result if the other party to the
agreement
defaults or becomes insolvent.
Reverse Repurchase Agreements. The Fund may enter into reverse repurchase
agreements. In a reverse repurchase agreement the Fund sells a security and
simultaneously commits to repurchase that security at a future date from the
buyer. In
effect, the Fund is temporarily borrowing funds at an agreed upon interest
rate from the
purchaser of the security, and the sale of the security represents collateral
for the loan. The
use of reverse repurchase agreements involves certain risks. For example, the
other party
to the agreement may default on its obligation or become insolvent and unable
to deliver
the securities to the Fund at a time when the value of the securities has
increased. Reverse
repurchase agreements also involve the risk that the Fund may not be able to
establish its
right to receive the underlying securities.
"When Issued," "Delayed Settlement," and "Forward Delivery" Securities. The
Fund may purchase and sell securities on a "when issued," "delayed settlement"
or
"forward delivery" basis. "When issued" or "forward delivery" refers to
securities whose
terms and indenture are available and for which a market exists, but which are
not
available for immediate delivery. When issued or forward delivery transactions
may be
expected to occur one month or more before delivery is due. Delayed settlement
is a term
used to describe settlement of a securities transaction in the secondary
market which will
occur sometime in the future. No payment or delivery is made by the Fund
in a when
issued, delayed settlement or forward delivery transaction until the Fund
receives payment
or delivery from the other party to the transaction. The Fund will maintain a
separate
account of cash or liquid high grade debt obligations at least equal to the
value of purchase
commitments until payment is made. Such segregated securities will either
mature or, if
necessary, be sold on or before the settlement date. Although the Fund receives
no income
from the above described securities prior to delivery, the market value of such
securities is still subject to change.
The Fund will engage in when issued transactions to obtain what is considered
to
be an advantageous price and yield at the time of the transaction. When the
Fund engages
in when issued, delayed settlement or forward delivery transactions, it will do
so for the
purpose of acquiring securities consistent with its investment objective and
policies and not
for the purposes of speculation. The Fund's when issued, delayed settlement
and forward
delivery commitments are not expected to exceed 25% of its total assets
absent unusual
market circumstances, and the Fund will only sell securities on such a basis
to offset securities purchased on such a basis.
Borrowing. As a temporary measure for extraordinary or emergency purposes,
the Fund may borrow money from banks. However, the Fund will not borrow
money for speculative purposes.
Depositary Receipts. The Fund may purchase sponsored or unsponsored ADRs,
EDRs and GDRs (collectively, "Depositary Receipts"). ADRs are typically
issued by a U.S. bank or trust company and evidence ownership of underlying
securities issued by a
foreign corporation. EDRs and GDRs are typically issued by foreign banks or
trust
companies, although they also may be issued by U.S. banks or trust companies,
and
evidence ownership of underlying securities issued by either a foreign or a
United States
corporation. For purposes of the Fund's investment policies, the Fund's
investments in
Depositary Receipts will be deemed to be investments in the underlying
securities.
Privatizations. The Fund may invest in privatizations. The Fund believes
that
foreign government programs of selling interests in government-owned or
controlled
enterprises ("privatizations") may represent opportunities for significant
capital
appreciation. The ability of U.S. entities, such as the Fund, to participate
in privatizations
may be limited by local law, or the terms for participation may be less
advantageous than
for local investors. There can be no assurance that privatization programs
will be
available or successful.
Illiquid Securities. The Fund will not invest more than 15% of its net
assets in
securities that are illiquid as determined by the Adviser under the
supervision of the Board
of Trustees. An illiquid security is one which may not be sold or disposed
of in the
ordinary course of business within seven days at approximately the value at
which the
Fund has valued the security.
Investment Companies. The Fund may invest up to 10% of its total assets in
shares of other investment companies investing in securities in which it may
otherwise
invest. Because of restrictions on direct investment by U.S. entities in
certain countries,
other investment companies may provide the most practical or only way for the
Fund to
invest in certain markets. Such investments may involve the payment of
substantial
premiums above the net asset value of those investment companies' portfolio
securities and
are subject to limitations under the 1940 Act. In addition to the advisory
fees and other
expenses that the Fund bears directly in connection with its own operations,
as a
shareholder of another investment company, the Fund would bear its "pro rata"
portion of
the other investment company's advisory fees and other expenses. Therefore,
to the extent
that the Fund invests in shares of other investment companies, the Fund's
shareholders will
be subject to expenses of such other investment companies, in addition to
expenses of the
Fund. The Fund also may incur a tax liability to the extent it invests in the
stock of a
foreign issuer that is a "passive foreign investment company" regardless of
whether such
"passive foreign investment company" makes distributions to the Fund. See
the SAI for
further information.
Forward Foreign Currency Exchange Contracts. A forward foreign currency
exchange contract (a "forward contract") is individually negotiated and
privately traded by
currency traders and their customers and creates an obligation to purchase or
sell a
specific currency for an agreed-upon price at a future date. The Fund
normally conducts
its foreign currency exchange transaction either on a spot (i.e., cash) basis
at the spot rate
in the foreign currency exchange market at the time of the transaction, or
through entering
into forward contracts to purchase or sell foreign currencies at a
future date. The Fund
generally does not enter into forward contracts with terms greater than one
year. The Fund
will maintain a segregated account consisting of cash or liquid high grade
debt securities in
an amount equal to the value of currency that the Fund is required to
purchase under a
forward contract.
The Fund generally enters into forward contracts only under two
circumstances.
First, if the Fund enters into a contract for the purchase or sale of a
security denominated
in a foreign currency, it may desire to "lock in" the U.S. dollar price of the
security by
entering into a forward contract to buy the amount of a foreign currency needed
to settle
the transaction. Second, if the Adviser believes that the currency of a
particular foreign
country will substantially rise or fall against the U.S. dollar, it may enter
into a forward
contract to buy or sell the currency approximating the value of some or all
of the Fund's
portfolio securities denominated in such currency. The Fund may engage in
cross-hedging
by using forward contracts in one currency to hedge against fluctuations in
the value of
securities denominated in a different currency if the Adviser determines that
there is a
pattern of correlation between the two currencies. Although forward contracts
are used
primarily to protect the Fund from adverse currency movements, they involve the
risk that
currency movements will not be accurately predicted which could cause a loss to
the Fund.
Except as specified on the preceding pages and as described under "Investment
Limitations" in the SAI, the Fund's investment objective and policies are not
fundamental,
and the Board may change such objective and policies without shareholder
approval.
RISK FACTORS
All investments involve risk and there can be no guarantee against loss
resulting
from an investment in the Fund, nor can there be any assurance that the Fund's
investment
objective will be attained. As with any investment in securities, the value
of, and income
from, an investment in the Fund can decrease as well as increase, depending on
a variety of
factors which may affect the values and income generated by the Fund's
securities,
including general economic conditions, market factors and currency exchange
rates. An
investment in the Fund is not intended as a complete investment program.
Small Companies. While small companies may present greater opportunities for
capital appreciation, they may also involve greater risks than larger, more
mature issuers.
The securities of small market capitalization companies may be more sensitive
to market
changes than the securities of large companies. In addition, smaller companies
may have
limited product lines, markets or financial resources and they may be dependent
on one-
person management. Further, their securities may trade less frequently and in
more limited
volume than those of larger, more mature companies. As a result, the prices of
the
securities of such smaller companies may fluctuate to a greater degree than the
prices of
the securities of other issuers.
Foreign Securities. The Fund may purchase securities of issuers located in
any
foreign country, consistent with its investment objective. Investors should
consider
carefully the substantial risks involved in investing in securities issued by
companies and
governments of foreign nations, which are in addition to the usual risks
inherent in
domestic investments. Investing in the securities of foreign companies
involves special
risks and considerations not typically associated with investing in U.S.
companies. These
risks and considerations include differences in accounting, auditing and
financial reporting
standards, generally higher commission rates on foreign portfolio
transactions, the
possibility of expropriation or confiscatory taxation, adverse changes in
investment or
exchange control regulations, political instability which could affect U.S.
investment in
foreign countries and potential restrictions on the flow of international
capital. Moreover,
the dividend or interest income or gain from the Fund's foreign portfolio
securities may be
subject to foreign withholding or other foreign taxes, thus reducing the net
amount of
income available for distribution to the Fund's shareholders. Further, foreign
securities
often trade with less frequency and volume than domestic securities and,
therefore, may
exhibit greater price volatility. Also, changes in foreign exchange rates
will affect,
favorably or unfavorably, the value of those securities in the Fund's
portfolio which are
denominated or quoted in currencies other than the U.S. dollar. In addition
, in many
countries there is less publicly available information about issuers than is
available in
reports about companies in the United States. Foreign companies are not
generally subject
to uniform accounting, auditing and financial reporting standards, and
auditing practices
and requirements may not be comparable to those applicable to U.S. companies.
Further,
the Fund may encounter difficulties or be unable to pursue legal remedies and
obtain
judgments in foreign courts.
There are additional risk factors, including possible losses through the
holding of
securities in domestic and foreign custodian banks and depositories, described
elsewhere in
the Prospectus under Investment Techniques - Repurchase Agreements, Reverse
Repurchase Agreements, "When Issued", "Delayed Settlement" and "Forward
Delivery"
Securities, and Forward Foreign Currency Exchange Contracts and under Foreign
Investments in the SAI.
PURCHASE OF SHARES
Shares of the Fund are sold without a sales commission on a continuous basis
to
the Adviser (or its affiliates) or to other institutions (the "Institutions")
acting on behalf of
the Institution's or an affiliate's clients, at the net asset value per share
next determined
after receipt of the purchase order by the transfer agent. See "Valuation of
Shares." The
minimum initial investment for the Fund is $100,000; the minimum for subsequent
investments for the Fund is $10,000. The Fund reserves the right to reduce or
waive the
minimum initial and subsequent investment requirements from time to time.
Beneficial
ownership of shares will be reflected on books maintained by the Adviser or the
Institutions. A prospective investor wishing to purchase shares in the Fund
should contact
the Adviser or his or her Institution.
Purchase orders for shares are accepted only on days on which both the Adviser
and the Federal Reserve Bank of New York are open for business. It is the
responsibility
of the Adviser or Institution to transmit orders for shares purchased to First
Data Investor
Services Group, Inc. ("FDISG"), the Fund's transfer agent, and deliver required
funds to
Brown Brothers Harriman & Co., the Fund's custodian, on a timely basis.
Payment for
Fund shares must be made in federal funds immediately available to Brown
Brothers
Harriman & Co. by 12:00 noon Eastern time on the day after the purchase order
is
received by the transfer agent. Shareholders should contact the Adviser for
appropriate
purchase/wire procedures.
The Trust and its distributor reserve the right, in their discretion, to
suspend the
offering of shares of the Fund or reject purchase orders when, in the
judgment of
management, such suspension or rejection is in the best interests of the Fund.
Purchases of
the Fund's shares will be made in full and fractional shares of the Fund
calculated to three
decimal places. In the interest of economy and convenience, certificates for
shares will not
be issued.
General. The issuance of shares is recorded on the books of the Trust. The
transfer agent will send to each shareholder of record a statement of shares of
the Fund
owned after each purchase or redemption transaction relating to such
shareholder. Neither
the distributor, Adviser nor the Institutions are permitted to withhold placing
orders to
benefit themselves by a price change.
Distribution Agreement. The distributor, 440 Financial Distributors, Inc.
(the
"Distributor") is the principal underwriter and distributor of shares of the
Fund pursuant to
a distribution agreement with the Trust. The Distributor is located at 290
Donald Lynch
Boulevard, Marlboro, Massachusetts 01752.
REDEMPTION OF SHARES
Shares of the Fund may be redeemed at any time, without cost, at the net asset
value of the Fund next determined after receipt of the redemption request by
the transfer
agent. The net asset value of redeemed shares may be more or less than the
purchase price
of the shares depending on the market value of the investment securities held
by the Fund.
An investor wishing to redeem shares should contact the Adviser or his or her
Institution.
No charge is made by the Fund for redemptions. It is the responsibility of
the Adviser or
Institution to transmit promptly redemption orders to the transfer agent.
Payment of the redemption proceeds will ordinarily be made by wire within one
business day, but in no event more than three business days, after receipt of
the order in
proper form by the transfer agent. The Fund may suspend the right of
redemption or
postpone the date of payment at times when the New York Stock Exchange (the
"Exchange") is closed, or under any emergency circumstances as determined by
the
Securities and Exchange Commission (the "Commission"). See "Valuation of
Shares" for
the days on which the Exchange is closed.
If the Board determines that it would be detrimental to the best interests of
the
remaining shareholders of the Fund to make payment wholly or partly in cash
, the Fund
may pay the redemption proceeds in whole or in part by a distribution in kind
of securities
held by the Fund in lieu of cash in conformity with applicable rules of the
Commission.
Investors may incur brokerage charges on the sale of portfolio securities
received as a
redemption in kind.
The Fund reserves the right, upon 30 days' written notice, to redeem an
account in
the Fund if the net asset value of the account's shares falls below $100,000
because of
redemptions and is not increased to at least such amount within such 30-day
period.
EXCHANGE OF SHARES
Shareholders may exchange shares of the Fund for shares of other series of the
Trust based on the relative net asset values per share of the series at the time
the exchange
is effected. Currently, shares of the Fund may be exchanged for shares of
Pictet Global
Emerging Markets Fund. No sales charge or other fee is imposed in connection
with
exchanges. Before requesting an exchange, shareholders should obtain and read
the
prospectus of the series whose shares will be acquired in the exchange.
Prospectuses can
be obtained by calling the Trust at (514) 288-0253.
All exchanges are subject to applicable minimum initial and subsequent
investment requirements of the series whose shares will be acquired. In
addition, an
exchange is permitted only between accounts that have identical registrations.
Shares of a
series may be acquired in an exchange only if the shares are currently being
offered and
are legally available for sale in the state of the shareholder's residence.
An exchange involves the redemption of shares of the Fund and the purchase of
shares of another series. Shares of the Fund will be redeemed at the net asset
value per
share of the Fund next determined after receipt of an exchange request in
proper form.
Shares of the series being acquired in the exchange will be purchased when
the proceeds of
the redemption become available (normally, the day the exchange request is
received) at
the net asset value of those shares then in effect. Shareholders that are not
exempt from
taxation may realize a taxable gain or loss in an exchange transaction. See
"Dividends,
Capital Gains Distributions and Taxes."
A shareholder wishing to exchange shares of the Fund should contact the
Adviser
or his or her Institution. The exchange privilege may be modified or
terminated at any
time subject to shareholder notification. The Trust reserves the right to
limit the number of
times an investor may exercise the exchange privilege.
VALUATION OF SHARES
The net asset value of the Fund is determined by dividing the total market
value of
its investments and other assets, less any of its liabilities, by the total
outstanding shares of
the Fund. The Fund's net asset value per share is determined as of the close
of regular
trading on the Exchange on each day that the Adviser and Exchange is open for
business
and the Fund receives an order to purchase, exchange or redeem its shares.
Currently the
Exchange is closed on weekends and the customary national business holidays of
New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day,
Thanksgiving Day and Christmas Day (or the days on which they are observed).
Equity securities listed on a U.S. securities exchange for which market
quotations
are available are valued at the last quoted sale price as of the close of the
Exchange's
regular trading hours on the day the valuation is made. Generally, securities
listed on a
foreign exchange and unlisted foreign securities are valued at the latest
quoted sales price
available before the time when assets are valued. Price information on listed
securities is
taken from the exchange where the security is primarily traded. Unlisted
U.S. equity
securities and listed securities not traded on the valuation date for which
market quotations
are readily available are valued at the mean between the asked and bid prices.
The value
of securities for which no quotations are readily available (including
restricted securities)
is determined in good faith at fair value using methods determined by the
Board. Foreign
currency amounts are translated into U.S. dollars at the bid prices of such
currencies
against U.S. dollars last quoted by a major bank. One or more pricing
services may be
used to provide securities valuations in connection with the determination of
the net asset
value of the Fund.
DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAXES
DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS
The Fund normally will distribute at least annually to shareholders
substantially
all of its net investment income and any net realized capital gains.
Undistributed net
investment income is included in the Fund's net assets for the purpose of
calculating net
asset value per share. Therefore, on the Fund's "ex-dividend" date, the net
asset value per
share excludes the dividend (i.e., is reduced by the per share amount of the
dividend).
Dividends paid shortly after the purchase of shares of the Fund by an
investor, although in
effect a return of a portion of the purchase price, are taxable to the
investor. Dividends or
distributions will automatically be reinvested in additional shares of the
Fund at net asset
value next determined after the dividend is declared.
FEDERAL TAXES
The Fund intends to qualify each year as a "regulated investment company"
under
the Internal Revenue Code of 1986, as amended (the "Code"). Such
qualification generally
relieves the Fund of liability for Federal income taxes to the extent its
earnings are
distributed in accordance with the Code.
Qualification as a regulated investment company under the Code for a taxable
year requires, among other things, that the Fund distribute to its
shareholders an amount at
least equal to 90% of its investment company taxable income and 90% of its
net tax-
exempt interest income (if any) for such taxable year. In general, the Fund's
investment
company taxable income will be its net investment income, including interes
t and
dividends, subject to certain adjustments, certain net foreign currency gains,
and any
excess of its net short-term capital gain over its net long-term capital loss,
if any, for such
year. The Fund intends to distribute as dividends substantially all of its
investment
company taxable income each year. Such dividends will be taxable as ordinary
income to
the Fund's shareholders who are not exempt from Federal income taxes, whethe
r such
income or gain is received in cash or reinvested in additional shares. Subject
to the
limitations prescribed in the Code, the dividends received deduction for
corporations will
apply to such ordinary income distributions only to the extent they are
attributable to
qualifying dividends received by the Fund from domestic corporations for the
taxable year.
It is anticipated that only a small part (if any) of the dividends paid by the
Fund will be
eligible for the dividends received deduction.
Substantially all of the Fund's net long-term capital gain, if any, in
excess of its
net short-term capital loss will be distributed at least annually to its
shareholders. The
Fund generally will have no tax liability with respect to such gains and the
distributions
will be taxable to the shareholders who are not exempt from Federal income
taxes as long-
term capital gains, regardless of how long the shareholders have held the
shares and
whether such gains are received in cash or reinvested in additional shares.
The impact of dividends or distributions which are expected to be declared or
have
been declared, but not paid, should be carefully considered prior to purchasing
such
shares. Any dividend or distribution paid shortly after a purchase of shares
prior to the
record date will have the effect of reducing the per share net asset value by
the per share
amount of the dividend or distribution. All or a portion of such dividend or
distribution,
although in effect a return of a portion of the purchase price, is subject to
tax. A taxable
gain or loss may be realized by a shareholder upon redemption, exchange or
transfer of
shares of the Fund, depending upon the tax basis of such shares and their
value at the time
of redemption, exchange or transfer.
It is expected that dividends, certain interest income and possibly certain
capital
gains earned by the Fund from foreign securities will be subject to foreign
withholding
taxes or other foreign taxes. If more than 50% of the value of the Fund's
total assets at the
close of any taxable year consists of equity or debt securities of foreign
corporations, the
Fund may elect, for U.S. Federal income tax purposes, to treat certain foreign
taxes paid
by it, including generally any withholding taxes and other foreign income
taxes, as paid by
its shareholders. If the Fund makes this election, the amount of such foreign
taxes paid by
the Fund will be included in its shareholders' income pro rata (in addition
to taxable
distributions actually received by them), and each shareholder who is subject
to tax will
generally, subject to certain limitations under the Code, be entitled (a) to
credit a
proportionate amount of such taxes against U.S. Federal income tax liabilities,
or (b) if
deductions are itemized, to deduct such proportionate amount from U.S. income.
Miscellaneous. Dividends declared in October, November or December of any
year payable to shareholders of record on a specified date in such a month will
be deemed
to have been received by the shareholders and paid by the Fund on December 31,
in the
event such dividends are paid during January of the following year.
A 4% nondeductible excise tax is imposed under the Code on regulated
investment
companies that fail to currently distribute for each calendar year specified
percentages of
their ordinary taxable income and capital gain net income (excess of capital
gains over
capital losses) earned in specified periods. The Fund expects that it will
generally make
sufficient distributions or deemed distributions of its ordinary taxable income
and any
capital gain net income for each calendar year to avoid liability for this
excise tax.
The foregoing summarizes some of the important tax considerations generally
affecting the Fund and its shareholders and is not intended as a substitute
for careful tax
planning. Accordingly, potential investors in the Fund should consult their
tax advisers
with specific reference to their own tax situations.
The foregoing discussion of tax consequences is based on tax laws and
regulations
in effect on the date of this Prospectus, which are subject to change.
Shareholders will be advised at least annually as to the federal income tax
consequences of distributions made each year.
The Fund will be required in certain cases to withhold and remit to the United
States Treasury 31% of taxable dividends (including capital gains
distributions) or gross
proceeds realized upon a redemption, exchange or other sale of shares paid to
shareholders
who are subject to this "backup withholding" because they have failed to
provide a correct,
certified tax payer identification number in the manner required, have
received IRS Notice
of their failure properly to include on their return payments of taxable
interest or
dividends, or have failed to certify to the Fund that they are not subject
to backup
withholding when required to do so or that they are "exempt recipients."
STATE AND LOCAL TAXES
Shareholders may also be subject to state and local or foreign taxes on
distributions from, or the value of an investment in, the Fund. A shareholder
should
consult with a tax adviser with respect to the tax status of an investment in
or distributions
from the Fund in a particular state, locality or other jurisdiction that may
impose tax on
the shareholder.
MANAGEMENT OF THE FUND
The Board of Trustees has overall responsibility for the management of the
Fund
under the laws of the Commonwealth of Massachusetts governing the
responsibilities of
trustees of business trusts. The SAI identifies and provides information
about the Trustees
and officers of the Trust.
INVESTMENT ADVISER
The Trust, on behalf of the Fund, has entered into an investment advisory
agreement with Pictet International Management Limited. Subject to the
control and
supervision of the Trust's Board and in conformance with the stated
investment objective
and policies of the Fund, the Adviser manages the investment and reinvestment
of the
assets of the Fund. The Adviser's advisory and portfolio transaction services
also include
making investment decisions for the Fund, placing purchase and sale orders
for portfolio
transactions and employing professional portfolio managers and security
analysts who
provide research services to the Fund. The Adviser is entitled to receive
from the Fund for
its investment services a fee, computed daily and payable monthly, at the
annual rate of
1.00% of the average daily net assets of the Fund. The aggregate fees paid
to the Fund's
Adviser are higher than advisory fees paid by most other U.S. investment
companies. The
Fund's Board believes such fees are comparable to those paid by other
similar funds.
The Adviser is an affiliate of Pictet & Cie (the "Bank"), a Swiss private
bank,
which was founded in 1805. As of December 31, 1995, the Bank managed in
excess of
$45 billion for institutional and private clients. The Bank is owned by seven
partners. The
Adviser was established in 1980 and manages institutional investment funds
with a
particular emphasis on the investment needs of U.S. and international
institutional clients
seeking to invest in the international fixed income and equity markets.
Registered with the
Commission in 1981 and regulated by the Investment Management Regulatory
Organisation, Pictet's London office has managed international portfolios
for U.S. tax-
exempt clients since 1981 and U.K. pension funds since 1984. Pictet currently
manages
approximately $4 billion for more than 50 accounts.
The Fund is managed by the following individuals:
Douglas Polunin is a Senior Investment Manager with joint responsibility for
worldwide smaller companies and emerging markets investment, working with
Jonathan
Neill. Prior to joining Pictet in 1989, Mr. Polunin spent two and a half
years with the
Union Bank of Switzerland in London, where he was in charge of the
Discretionary
Portfolio Management section. Before this, he spent four years as an Equity
Analyst with
UBS in Switzerland.
Jonathan Neill is a Senior Investment Manager having joint responsibility for
worldwide smaller companies and emerging markets investment, with Mr. Polunin.
Prior
to joining Pictet in 1990, Mr. Neill worked for two years with Mercury Asset
Management
as an investment manager with specific responsibility for specialist
international funds. He
also spent three years managing U.K. and International Growth Funds with
Oppenheimer
Fund Management.
Richard Yarlott is a Senior Investment Manager within the small companies and
emerging markets team. His main responsibilities currently include asset
allocation in
emerging markets and securities analysis on an international basis. Prior to
joining Pictet
in 1994, Mr. Yarlott worked for over ten years in banking, strategic
consulting and private
investment. In 1985 he joined JP Morgan where he worked in Structured
Finance and M
& A roles until 1990. He spent two years as a principal in a private
investment company,
and subsequently worked for Marakon Associates, a value-based consulting firm.
Yves Kuhn is an Investment Manager within the smaller companies and emerging
markets team. His main focus is on smaller companies and emerging markets
within
Eastern Europe. Prior to joining Pictet in 1994, Mr. Kuhn spent three years in
consultancy, essentially concerned with the restructuring and cost saving
programs of
major utility and consumer goods companies.
Richard Ormond is an Investment Manager in the smaller companies and emerging
markets team. After joining Pictet in 1990 he spent two years in Geneva with
responsibility for European Indexed Funds and performance analysis for the
Strategic
Investment Committee. He joined the London office in 1992 and is currently
responsible
for Pictet's proprietary database, analyzing smaller companies and emerging
markets.
ADMINISTRATIVE SERVICES
FDISG serves as the Trust's administrator, accounting agent and transfer agent
and in that capacity supervises the Trust's day-to-day operations, other than
management
of the Fund's investments. FDISG, formerly known as The Shareholder Services
Group,
Inc., is a wholly owned subsidiary of First Data Corporation. For its services
as
accounting agent, FDISG is entitled to receive a fee from the Trust computed
daily and
payable monthly at the annual rate of .04% of the aggregate average daily net
assets of the
Trust, subject to a $50,000 annual minimum from the Fund. For administrative
services,
FDISG is entitled to receive $220,000 per annum from the Trust, allocated
between the
Fund and other series of the Trust based on average daily net assets. In
addition, for its
services as transfer agent, FDISG is to be paid separate compensation.
FDISG is located at One Exchange Place, Boston, Massachusetts 02109.
EXPENSES
The Fund bears its own operating expenses including: taxes; interest;
miscellaneous fees (including fees paid to Board members); Commission fees;
state Blue
Sky qualification fees; costs of preparing and printing prospectuses and
statements of
additional information for regulatory purposes and for distribution to existing
shareholders; amortization of organizational costs; investment advisory fees;
administration fees; charges of the custodian, any subcustodians and the
transfer and
dividend agent; certain insurance premiums; outside auditing, pricing and
legal expenses;
costs of shareholders' reports and meetings; and any extraordinary expenses.
The Fund
also pays for brokerage fees and commissions, if any, in connection with the
purchase and
sale of its portfolio securities.
As discussed under "Expenses of the Fund," the Adviser has voluntarily
undertaken to waive its fees as may be necessary to limit total ordinary
operating expenses
of the Fund to a specified percentage of the Fund's average daily net assets.
The Adviser
may modify or terminate this undertaking at any time.
PERFORMANCE CALCULATIONS
The Fund may advertise or quote total return data from time to time. Total
return
will be calculated on an average annual total return basis, and may also be
calculated on
an aggregate total return basis, for various periods. Average annual total
return reflects
the average annual percentage change in value of an investment in the Fund
over the
measuring period. Aggregate total return reflects the total percentage change
in value over
the measuring period. Both methods of calculating total return assume that
dividends and
capital gain distributions made by the Fund during the period are reinvested
in Fund
shares.
The Fund may compare its total return to that of other investment companies
with
similar investment objectives and to stock and other relevant indices or to
rankings
prepared by independent services or other financial or industry publications
that monitor
the performance of mutual funds or investments similar to the Fund. For
example, the total
return of the Fund may be compared to data prepared by Lipper Analytical
Services, Inc.,
Morningstar, Micropal, FTA World Medium Small-Cap Ex-U.S. Index and the
International Financial Corporation Composite Index. Total return and other
performance
data as reported in national financial publications such as Money Magazine,
Forbes,
Barron's, The Wall Street Journal and The New York Times, or in local or
regional
publications, may also be used in comparing the performance of the Fund.
Performance quotations will represent the Fund's past performance, and
should not
be considered as representative of future results. Since performance will
fluctuate,
performance data for the Fund should not be used to compare an investment in
the Fund's
shares with bank deposits, savings accounts and similar investment
alternatives which
often provide an agreed or guaranteed fixed yield/return for a stated period
of time.
Shareholders should remember that performance is generally a function of the
kind and
quality of the instruments held in the Fund, portfolio maturity, operating
expenses and
market conditions. Any fees charged by the Adviser or institutions to their
clients will not
be included in the Fund's calculations of total return.
GENERAL INFORMATION
DESCRIPTION OF SHARES AND VOTING RIGHTS
The Trust was organized as a Massachusetts business trust on May 23, 1995.
The Declaration of Trust authorizes the Trustees to classify and reclassify
any unissued
shares into one or more series and classes of shares. Currently, the Trust
has two series,
one of which is the Fund. Each series currently has only one class of shares.
The Trust
offers shares of beneficial interest, $.001 par value, for sale to the public.
When matters
are submitted for shareholder vote, shareholders of the Fund will have one
vote for each
full share owned and proportionate, fractional votes for fractional shares
held. Shares of
each series are entitled to vote separately to approve investment advisory
agreements or
changes in fundamental investment policies, but will vote together on the
election of
Trustees or selection of accountants. Under Massachusetts law and the
Declaration of
Trust, the Trust is not required and does not currently intend to hold annual
meetings of
shareholders for the election of Trustees except as required under the
1940 Act. There will
normally be no meetings of shareholders for the purpose of electing
Trustees unless less
than a majority of the Trustees holding office have been elected by
shareholders, at which
time the Trustees then in office will call a shareholders' meeting for the
election of
Trustees. Any Trustee may be removed from office upon the vote of
shareholders holding
at least two-thirds of the Trust's outstanding shares at a meeting called for
that purpose.
The Trustees are required to call a meeting of shareholders upon the written
request of
shareholders holding at least 10% of the Trust's outstanding shares. In
addition,
shareholders who meet certain criteria will be assisted by the Trust in
communicating with
other shareholders in seeking the holding of such meeting.
Shareholder inquiries should be addressed to the Trust at the address or
telephone
number stated on the cover page.
CUSTODIAN
Brown Brothers Harriman & Co., located at 40 Water Street, Boston,
Massachusetts 02109, serves as the custodian of the Trust's assets.
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P., located at One Post Office Square, Boston,
Massachusetts 02109, serves as independent accountants for the Trust and will
audit its
financial statements annually.
COUNSEL
Hale and Dorr serves as counsel to the Trust.
REPORTS
Shareholders receive unaudited semi-annual financial statements and audited
annual financial statements.
PICTET INTERNATIONAL SMALL COMPANIES FUND
One Exchange Place
Boston, Massachusetts 02109
Prospectus
Dated January 2, 1996
Investment Adviser Administrator and Transfer Agent
Pictet International Management Limited First Data Investor Services Group,
Inc.
Cutlers Garden One Exchange Place
5 Devonshire Square Boston, MA 02109
London, United Kingdom
EC2M 4LD
Distributor
440 Financial Distributors, Inc.
290 Donald Lynch Boulevard
Marlboro, MA 01752
Table of Contents
Page Page
Expenses of the Fund .. 2 Valuation of Shares 9
Investment Objective and Policies 3 Dividends, Capital Gains
Distributions and Taxes 10
Investment Techniques 4 Management of the Fund 12
Risk Factors 7 Performance Calculations 14
Purchase of Shares 8 General Information 14
Redemption of Shares 8
Exchange of Shares 9
No person has been authorized to give any information or to make any
representations not
contained in this Prospectus, or in the Trust's Statement of Additional
Information, in
connection with the offering made by this Prospectus and, if given or made,
such
information or representations must not be relied upon as having been
authorized by the
Trust or its Distributor. This Prospectus does not constitute an offering by
the Trust or the
Distributor in any jurisdiction in which such offering may not lawfully be
made.
<./R>
PICTET INTERNATIONAL SMALL COMPANIES FUND
STATEMENT OF ADDITIONAL INFORMATION
January 2, 1996
This Statement of Additional Information is not a prospectus
but should be read in conjunction with Panorama Trust's (the
"Trust") Prospectus for the Pictet International Small Companies
Fund (the "Fund") dated January 2, 1996 (the "Prospectus"). To
obtain the Prospectus, please call the Trust at 514-288-0253.
Capitalized terms used in this Statement of Additional
Information and not otherwise defined have the same meanings given
to them in the Prospectus.
Table of Contents Page
Investment Objective and Policies 2
Purchase of Shares 7
Redemption of Shares 7
Investment Limitations 7
Management of the Fund 9
Investment Advisory and Other Services 11
Distributor 12
Portfolio Transactions 12
Additional Information Concerning Taxes 12
Performance Calculations 16
General Information 17
Appendix - Description of Ratings and U.S. Government
Securities
INVESTMENT OBJECTIVE AND POLICIES
The following policies supplement the investment objective
and policies set forth in the Prospectus:
Repurchase Agreements. The Fund may enter into repurchase
agreements with qualified brokers, dealers, banks and other
financial institutions deemed creditworthy by its Adviser. In a
repurchase agreement, the Fund purchases a security and
simultaneously commits to resell that security at a future date to
the seller (a qualified bank or securities dealer) at an agreed
upon price plus an agreed upon market rate of interest (itself
unrelated to the coupon rate or date of maturity of the purchased
security). Under normal circumstances, however, the Fund will not
enter into repurchase agreements if entering into such agreements
would cause, at the time of entering into such agreements, more
than 20% of the value of its total assets to be subject to
repurchase agreements. The Fund would generally enter into
repurchase transactions to invest cash reserves and for temporary
defensive purposes. Delays or losses could result if the other
party to the agreement defaults or becomes insolvent.
The securities held subject to a repurchase agreement may
have stated maturities exceeding 13 months, but the Adviser
currently expects that repurchase agreements will mature in less
than 13 months. The seller under a repurchase agreement will be
required to maintain the value of the securities subject to the
agreement at not less than 101% of the repurchase price including
accrued interest. The Fund's administrator and the Adviser will
mark to market daily the value of the securities purchased, and
the Adviser will, if necessary, require the seller to deposit
additional securities to ensure that the value is in compliance
with the 101% requirement stated above. The Adviser will consider
the creditworthiness of a seller in determining whether the Fund
should enter into a repurchase agreement, and the Fund will only
enter into repurchase agreements with banks and dealers which are
determined to present minimal credit risk by the Adviser under
procedures adopted by the Board of Trustees.
In effect, by entering into a repurchase agreement, the Fund
is lending its funds to the seller at the agreed upon interest
rate, and receiving securities as collateral for the loan. Such
agreements can be entered into for periods of one day (overnight
repo) or for a fixed term (term repo). Repurchase agreements are a
common way to earn interest income on short-term funds.
The use of repurchase agreements involves certain risks. For
example, if the seller of a repurchase agreement defaults on its
obligation to repurchase the underlying securities at a time when
the value of these securities has declined, the Fund may incur a
loss upon disposition of them. Default by the seller would also
expose the Fund to possible loss because of delays in connection
with the disposition of the underlying obligations. If the seller
of an agreement becomes insolvent and subject to liquidation or
reorganization under the Bankruptcy Code or other laws, a
bankruptcy court may determine that the underlying securities are
collateral not within the control of the Fund and therefore
subject to sale by the trustee in bankruptcy. Further, it is
possible that the Fund may not be able to substantiate its
interest in the underlying securities.
Repurchase agreements that do not provide for payment to the
Fund within seven days after notice without taking a reduced price
are considered illiquid securities.
Reverse Repurchase Agreements. The Fund may enter into
reverse repurchase agreements. In a reverse repurchase agreement
the Fund sells a security and simultaneously commits to repurchase
that security at a future date from the buyer. In effect, the Fund
is temporarily borrowing funds at an agreed upon interest rate
from the purchaser of the security, and the sale of the security
represents collateral for the loan. The Fund retains record
ownership of the security and the right to receive interest and
principal payments on the security. At an agreed upon future date,
the Fund repurchases the security by remitting the proceeds
previously received, plus interest. In certain types of
agreements, there is no agreed upon repurchase date and interest
payments are calculated daily, often based on the prevailing
overnight repurchase rate. These agreements, which are treated as
if reestablished each day, are expected to provide the Fund with a
flexible borrowing tool. Reverse repurchase agreements are
considered to be borrowings by a fund under the Investment Company
Act of 1940, as amended (the "1940 Act").
The Adviser will consider the creditworthiness of the other
party in determining whether the Fund will enter into a reverse
repurchase agreement. Under normal circumstances the Fund will
not enter into reverse repurchase agreements if entering into such
agreements would cause, at the time of entering into such
agreements, more than 33 1/3% of the value of its total assets to
be subject to such agreements.
The use of reverse repurchase agreements involves certain
risks. For example, the other party to the agreement may default
on its obligation or become insolvent and unable to deliver the
securities to the Fund at a time when the value of the securities
has increased. Reverse repurchase agreements also involve the risk
that the Fund may not be able to establish its right to receive
the underlying securities.
Depositary Receipts. The Fund may purchase American
Depositary Receipts ("ADRs"), European Depositary Receipts
("EDRs") and Global Depositary Receipts ("GDRs") (collectively,
"Depositary Receipts"). ADRs are typically issued by a U.S. bank
or trust company to evidence ownership of underlying securities
issued by a foreign corporation. EDRs and GDRs are typically
issued by foreign banks or trust companies, although they also may
be issued by U.S. banks or trust companies, and evidence ownership
of underlying securities issued by either a foreign or a United
States corporation. Generally, Depositary Receipts in registered
form are designed for use in the U.S. securities market and
Depositary Receipts in bearer form are designed for use in
securities markets outside the United States. Depositary Receipts
may not necessarily be denominated in the same currency as the
underlying securities into which they may be converted.
Depositary Receipts may be issued pursuant to sponsored or
unsponsored programs. In sponsored programs, an issuer has made
arrangements to have its securities traded in the form of
Depositary Receipts. In unsponsored programs, the issuer may not
be directly involved in the creation of the program. Although
regulatory requirements with respect to sponsored and unsponsored
programs are generally similar, in some cases it may be easier to
obtain financial information from an issuer that has participated
in the creation of a sponsored program. Accordingly, there may be
less information available regarding issuers of securities
underlying unsponsored programs and there may not be a correlation
between such information and the market value of the Depositary
Receipts. Depositary Receipts also involve the risks of other
investments in foreign securities, as discussed below. For
purposes of the Fund's investment policies, the Fund's investments
in Depositary Receipts will be deemed to be investments in the
underlying securities.
Foreign Investments. International investments are subject
to a variety of risks of loss beyond the risks ordinarily
associated with investing in the U.S. and other mature securities
markets. The discussion of risks set forth below refers to the
better understood risks of investing in less developed markets but
is not intended, and should not be assumed, to be a complete list
of all possible risks. Although the Board of Trustees, the
Adviser, and the Custodian and subcustodian each review and
attempt to minimize the risks of which they are aware, and even if
neither the Trustees nor any service provider to the Fund has
failed to fulfill its duties to the Fund, it is entirely possible
that the Fund may lose some or all of its investment in one or
more securities in an emerging or politically unstable market. An
example of such a loss may involve a fraud in a foreign market not
reasonably preventable by the service providers, notwithstanding
oversight by the Trustees and procedures of each service provider
generally considered to be adequate to prevent such a fraud. In
any such case, it is likely that the Fund would not be reimbursed
for any such loss.
Investors should recognize that investing in foreign
companies involves certain special considerations which are not
typically associated with investing in U.S. companies. Because
the stocks of foreign companies are frequently denominated in
foreign currencies, and because the Fund may temporarily hold
uninvested reserves in bank deposits in foreign currencies, the
Fund may be affected favorably or unfavorably by changes in
currency rates and in exchange control regulations, and may incur
costs in connection with conversions between various currencies.
The investment policies of the Fund permit the Fund to enter into
forward foreign currency exchange contracts in order to hedge its
holdings and commitments against changes in the level of future
currency rates. Such contracts involve an obligation to purchase
or sell a specific currency at a future date at a price set at the
time of the contract.
As foreign companies are not generally subject to uniform
accounting, auditing and financial reporting standards and may
have policies that are not comparable to those of domestic
companies, there may be less information available about certain
foreign companies than about domestic companies. Securities of
some foreign companies are generally less liquid and more volatile
than securities of comparable domestic companies. There is
generally less government supervision and regulation of stock
exchanges, brokers and listed companies than in the United States.
In addition, there is the possibility of expropriation or
confiscatory taxation, political or social instability, or
diplomatic developments which could affect U.S. investments in
foreign countries.
Although the Fund will endeavor to achieve most favorable
execution costs in its portfolio transactions, fixed commissions
on many foreign stock exchanges are generally higher than
negotiated commissions on U.S. exchanges. Certain foreign
governments levy withholding taxes on dividend and interest income
and, in some cases, also tax certain capital gains. Although in
some countries a portion of these taxes are reduced under
applicable income tax treaties and/or are recoverable, the non-
recovered portion of foreign taxes will reduce the income received
or returned from foreign companies the stock or securities of
which are held by the Fund.
Brokerage commissions, custodial services, and other costs
relating to investment in foreign securities markets are generally
more expensive than in the United States. Foreign securities
markets also have different clearance and settlement procedures,
and in certain markets there have been times when settlements have
been unable to keep pace with the volume of securities
transactions, making it difficult to conduct such transactions.
Delays in settlement could result in temporary periods when assets
of the Fund are uninvested and no return is earned thereon. The
inability of the Fund to make intended security purchases due to
settlement problems could cause the Fund to miss attractive
investment opportunities. Inability to dispose of portfolio
securities due to settlement problems could result either in
losses to the Fund due to subsequent declines in value of the
portfolio security or, if the Fund has entered into a contract to
sell the security, could result in possible liability to the
purchaser.
In addition, excess cash invested with depository
institutions domiciled outside the continental United States, as
with any offshore deposits, may be subject to both sovereign
actions in the jurisdiction of the depository institution and
sovereign actions in the jurisdiction of the currency, including
but not limited to freeze, seizure, and diminution. The risk
associated with the repayment of principal and payment of interest
on such instruments by the institution with whom the deposit is
ultimately placed will be exclusively for the Fund's account.
Other Investment Companies. The Fund may invest up to 10%
of its total assets in securities issued by other investment
companies investing in securities in which the Fund can invest,
provided that such investment companies invest in portfolio
securities in a manner consistent with the Fund's investment
objective and policies. Applicable provisions of the 1940 Act
require that the Fund limit its investments so that, as determined
immediately after a securities purchase is made: (a) not more
than 10% of the value of the Fund's total assets will be invested
in the aggregate in securities of investment companies as a group;
(b) the Fund and affiliated persons of the Fund will not own
together more than 3% of the total outstanding shares of any one
investment company at the time of purchase; and (c) the Fund will
not invest more than 5% of its total assets in any one investment
company. As a shareholder of another investment company, the Fund
would bear, along with other shareholders, its pro rata portion of
the other investment company's expenses, including advisory fees.
These expenses would be in addition to the advisory and other
expenses that the Fund bears directly in connection with its own
operations.
Illiquid Securities. The Fund may invest up to 15% of its
net assets in illiquid securities. The term "illiquid securities"
for this purpose means securities that cannot be disposed of
within seven days in the ordinary course of business at
approximately the amount at which the Fund has valued the
securities and includes, among other securities, repurchase
agreements maturing in more than seven days, certain restricted
securities and securities that are otherwise not freely
transferable. Restricted securities may be sold only in privately
negotiated transactions or in public offerings with respect to
which a registration statement is in effect under the Securities
Act of 1933, as amended ("1933 Act"). Illiquid securities
acquired by the Fund may include those that are subject to
restrictions on transferability contained in the securities laws
of other countries. Securities that are freely marketable in the
country where they are principally traded, but that would not be
freely marketable in the United States, will not be considered
illiquid. Where registration is required, a Fund may be obligated
to pay all or part of the registration expenses and a considerable
period may elapse between the time of the decision to sell and the
time the Fund may be permitted to sell a security under an
effective registration statement. If, during such a period,
adverse market conditions were to develop, the Fund might obtain a
less favorable price than prevailed when it decided to sell.
In recent years a large institutional market has developed
for certain securities that are not registered under the 1933 Act,
including securities sold in private placements, repurchase
agreements, commercial paper, foreign securities and corporate
bonds and notes. These instruments often are restricted
securities because the securities are sold in transactions not
requiring registration. Institutional investors generally will
not seek to sell these instruments to the general public, but
instead will often depend either on an efficient institutional
market in which such unregistered securities can be resold readily
or on an issuer's ability to honor a demand for repayment.
Therefore, the fact that there are contractual or legal
restrictions on resale to the general public or certain
institutions is not determinative of the liquidity of such
investments.
Rule 144A under the 1933 Act establishes a safe harbor from
the registration requirements of the 1933 Act for resales of
certain securities to qualified institutional buyers.
Institutional markets for restricted securities sold pursuant to
Rule 144A in many cases provide both readily ascertainable values
for restricted securities and the ability to liquidate an
investment to satisfy share redemption orders. Such markets might
include automated systems for the trading, clearance and
settlement of unregistered securities of domestic and foreign
issuers, such as the PORTAL System sponsored by the National
Association of Securities Dealers, Inc. An insufficient number of
qualified buyers interested in purchasing Rule 144A-eligible
restricted securities, however, could adversely affect the
marketability of such portfolio securities and result in the
Fund's inability to dispose of such securities promptly or at
favorable prices.
The Board of Trustees has delegated the function of making
day-to-day determinations of liquidity to the Adviser pursuant to
guidelines approved by the Board. The Adviser takes into account
a number of factors in reaching liquidity decisions, including,
but not limited to: (i) the frequency of trades for the security,
(ii) the number of dealers that quote prices for the security,
(iii) the number of dealers that have undertaken to make a market
in the security, (iv) the number of other potential purchasers,
and (v) the nature of the security and how trading is effected
(e.g., the time needed to sell the security, how bids are
solicited and the mechanics of transfer). The Adviser monitors
the liquidity of restricted securities in the Fund's portfolio and
reports periodically on such decisions to the Board.
Forward Contracts. The Fund may enter into forward foreign
currency exchange contracts ("forward contracts") to attempt to
minimize the risk from adverse changes in the relationship between
the U.S. dollar and foreign currencies. A forward contract, which
is individually negotiated and privately traded by currency
traders and their customers, involves an obligation to purchase or
sell a specific currency for an agreed-upon price at a future
date.
The Fund may enter into a forward contract, for example,
when it enters into a contract for the purchase or sale of a
security denominated in a foreign currency or is expecting a
dividend or interest payment in order to "lock in" the U.S. dollar
price of a security, dividend or interest payment. When a Fund
believes that a foreign currency may suffer a substantial decline
against the U.S. dollar, it may enter into a forward contract to
sell an amount of that foreign currency approximating the value of
some or all of the Fund's portfolio securities denominated in such
currency, or when the Fund believes that the U.S. dollar may
suffer a substantial decline against a foreign currency, it may
enter into a forward contract to buy that currency for a fixed
dollar amount.
In connection with the Fund's forward contract purchases,
the Fund's custodian will maintain in a segregated account cash or
high grade liquid debt securities with a value equal to the amount
of the Fund's purchase commitments. Segregated assets used to
cover forward contracts will be marked to market on a daily basis.
While these contracts are not presently regulated by the Commodity
Futures Trading Commission ("CFTC"), the CFTC may in the future
regulate them, and limit the ability of the Fund to achieve
potential gains from a positive change in the relationship between
the U.S. dollar and foreign currencies. Unanticipated changes in
currency prices may result in poorer overall performance by the
Fund than if it had not entered into such contracts. The Fund
generally will not enter into a forward foreign currency exchange
contract with a term greater than one year.
While transactions in forward contracts may reduce certain
risks, such transactions themselves entail certain other risks.
Thus, while the Fund may benefit from the use of hedging
positions, unanticipated changes in interest rates, securities
prices or currency exchange rates may result in a poorer overall
performance for the Fund than if it had not entered into any
hedging positions. If the correlation between a hedging position
and portfolio position which is intended to be protected is
imperfect, the desired protection may not be obtained, and the
Fund may be exposed to risk of financial loss.
Perfect correlation between the Fund's hedging positions and
portfolio positions may be difficult to achieve because hedging
instruments in many foreign countries are not yet available. In
addition, it is not possible to hedge fully against currency
fluctuations affecting the value of securities denominated in
foreign currencies because the value of such securities is likely
to fluctuate as a result of independent factors not related to
currency fluctuations.
PURCHASE OF SHARES
The purchase price of shares of the Fund is the net asset
value next determined after receipt of the purchase order by the
transfer agent.
The Fund and its distributor reserve the right in their sole
discretion (i) to suspend the offering of its shares, (ii) to
reject purchase orders when in the judgment of management such
rejection is in the best interest of the Fund, and (iii) to reduce
or waive the minimum for initial and subsequent investments from
time to time.
REDEMPTION OF SHARES
The Fund may suspend redemption privileges or postpone the
date of payment (i) during any period that the New York Stock
Exchange (the "Exchange") is closed, or trading on the Exchange is
restricted as determined by the Commission, (ii) during any period
when an emergency exists as defined by the rules of the Commission
as a result of which it is not reasonably practicable for the Fund
to dispose of securities owned by it, or fairly to determine the
value of its assets, and (iii) for such other periods as the
Commission may permit.
No charge is made by the Fund for redemptions. Redemption
proceeds may be greater or less than the shareholder's initial
cost depending on the market value of the securities held by the
Fund.
PORTFOLIO TURNOVER
The portfolio turnover rate of the Fund will depend upon
market and other conditions and it will not be a limiting factor
when the Adviser believes that portfolio changes are appropriate.
Although the portfolio turnover rate may vary from year to year,
the Adviser expects, during normal market conditions, that the
Fund's portfolio turnover rate will not exceed 100%.
INVESTMENT LIMITATIONS
The Fund is subject to the following restrictions which are
fundamental policies and may not be changed without the approval
of the lesser of: (1) 67% of the voting securities of the Fund
present at a meeting if the holders of more than 50% of the
outstanding voting securities of the Fund are present or
represented by proxy, or (2) more than 50% of the outstanding
voting securities of the Fund. The Fund will not:
(1) enter into commodities or commodity contracts, other than
forward contracts;
(2) purchase or sell real estate (including real estate limited
partnership interests), although it may purchase and sell
securities of companies which deal in real estate and may purchase
and sell securities which are secured by interests in real estate;
(3) make loans except (i) by purchasing bonds, debentures or
similar obligations (including repurchase agreements and money
market instruments, including bankers acceptances and commercial
paper, and selling securities on a when issued, delayed settlement
or forward delivery basis) which are publicly or privately
distributed, and (ii) by entering into repurchase agreements;
(4) purchase on margin or sell short except as specified above
in investment limitation (1);
(5) purchase more than 10% of any class of the outstanding
voting securities of any issuer;
(6) with respect to 75% of its total assets, invest more than 5%
of its total assets at the time of purchase in the securities of
any single issuer (other than obligations issued or guaranteed by
the U.S. Government, its agencies, enterprises or
instrumentalities);
(7) issue senior securities, except that the Trust or the Fund
may issue shares of more than one series or class, may borrow
money in accordance with investment limitation (8) below, purchase
securities on a when issued, delayed settlement or forward
delivery basis and enter into reverse repurchase agreements;
(8) borrow money, except that the Fund may borrow money as a
temporary measure for extraordinary or emergency purposes and may
enter into reverse repurchase agreements in an amount not
exceeding 331/3% of its total assets at the time of the borrowing,
provided, however, that the Fund will not make additional
investments while borrowings representing more than 5% of the
Fund's total assets are outstanding;
(9) underwrite the securities of other issuers, except to the
extent that the purchase and subsequent disposition of securities
may be deemed underwriting;
(10) invest for the purpose of exercising control over management
of any company; and
(11) acquire any securities of companies within one industry if,
as a result of such acquisition, 25% or more of the value of the
Fund's total assets would be invested in securities of companies
within such industry; provided, however, that there shall be no
limitation on the purchase of obligations issued or guaranteed by
the U.S. Government, its agencies, enterprises or
instrumentalities.
In addition, as non-fundamental policies, the Fund will not
(i) invest more than 15% of the net assets of the Fund, at the
time of purchase, in securities for which there are no readily
available markets, including repurchase agreements which have
maturities of more than seven days; (ii) pledge, mortgage, or
hypothecate any of its assets to an extent greater than 15% of its
total assets at fair market value, except as described in the
Prospectus and this SAI, but the deposit of assets in a segregated
account in connection with the purchase of securities on a when
issued, delayed settlement or forward delivery basis will not be
deemed to be pledges of the Fund's assets for purposes of this
investment policy; (iii) invest its assets in securities of any
investment company, except in connection with mergers,
acquisitions of assets or consolidations and except as may
otherwise be permitted by the 1940 Act; (iv) invest more than 5%
of the value of the Fund's net assets in warrants, valued at the
lower of cost or market, including within that amount up to 2% of
the value of the Fund's net assets warrants which are not listed
on the New York or American Stock Exchange (warrants acquired by
the Fund in units or attached to securities may be deemed to be
without value); and (v) write or acquire options or interests in
oil, gas or other mineral leases.
With regard to non-fundamental policy (iii), the 1940 Act
currently prohibits an investment company from acquiring
securities of another investment company if, as a result of the
transaction, the acquiring company and any company or companies
controlled by it would own in the aggregate: (i) more than 3% of
the total outstanding voting stock of the acquired company, (ii)
securities issued by the acquired company having an aggregate
value in excess of 5% of the value of the total assets of the
acquiring company, or (iii) securities issued by the acquired
company and all other investment companies (other than treasury
stock of the acquired company) having an aggregate value in excess
of 10% of the value of the total assets of the acquiring company.
To the extent that the Fund invests in shares of other investment
companies, the Fund's shareholders will be subject to expenses of
such other investment companies, in addition to expenses of the
Fund. With regard to non-fundamental policy (v), the purchase of
securities of a corporation, a subsidiary of which has an interest
in oil, gas or other mineral leases, shall not be prohibited by
the limitation.
If a percentage restriction is adhered to at the time an
investment is made, a later increase in percentage resulting from
a change in value of assets will not constitute a violation of
such restriction, except that any borrowings by the Fund that
exceed the limitation set forth in investment limitation 8 above
must be reduced to meet such limitation within the period required
by the 1940 Act (currently three days, not including Sundays and
holidays). In addition, the Fund will limit its aggregate
holdings of illiquid assets to 15% of its net assets.
MANAGEMENT OF THE FUND
Board Members and Officers. The business and affairs of the Trust
are managed under the direction of its Board. The Trust's
officers, under the supervision of the Board, manage the day to
day operations of the Trust. The Board Members set broad policies
for the Trust and choose its officers. The following is a list of
the Board Members and officers of the Trust and a brief statement
of their principal occupations during the past five years. Each
Trustee who is an "interested person" of the Trust, as defined in
the 1940 Act, is indicated by an asterisk.
Name, Address and
Position
A
g
e
Principal Occupation
During Past Five Years
Jean G. Pilloud*,
President
and Chairman
Pictet & Cie
29, Boulevard
Georges-Favon
1204 Geneva
Switzerland
5
0
Senior Vice President of
Pictet & Cie.
Jean-Francois
Demole* , Trustee
Pictet Canada &
Company Ltd.
1800 McGill
College Avenue,
Suite 2900
Montreal, Quebec
H3A3J6
3
3
Chief Executive Officer of
Pictet (Canada) & Company
Ltd., since March 1994;
Vice President of Pictet &
Cie, December 1990 to
March 1994; Associate,
Wertheim Schroder & Co. in
the corporate finance area
from September 1988 to
September 1990.
Jeffrey P.
Somers,* Trustee
Morse, Barnes-
Brown & Pendleton
1601 Trapelo Road
Reservoir Place
Waltham, MA 02154
5
2
Officer, Director and
Stockholder of Morse,
Barnes-Brown & Pendleton
(law firm); Associate
lawyer and Partner, Gadsby
& Hannah, prior to
February 1995.
Bruce W.
Schnitzer, Trustee
Wand Partners,
Inc.
630 Fifth Avenue,
Suite 2435
New York, NY
10111
5
1
Chairman of the Board of
Wand Partners, Inc;
Director, Chartwell Re
Corporation, Life Partners
Group, Inc., PennCorp
Financial Group and
AMRESCO Inc.
David J. Callard,
Trustee
Wand Partners,
Inc.
630 Fifth Avenue,
Suite 2435
New York, NY
10111
5
7
President, Wand Partners,
Inc. since January 1991;
Director, Waverly, Inc.;
Director, Chartwell Re
Corporation. Mr. Callard
was self-employed as a
financial advisor doing
business as Callard &
Company prior to January
1991.
Patricia L.
Bickimer,
Secretary
The Shareholder
Services Group,
Inc.
One Exchange Place
Boston, MA. 02109
4
2
Vice President and
Associate General Counsel,
First Data Investor
Services Group, Inc. Ms.
Bickimer has been employed
by First Data Investor
Services Group, Inc. since
May 1994. She was
employed as Associate
General Counsel by The
Boston Company Advisors,
Inc. prior to May 1994.
Michael C. Kardok,
Treasurer
First Data
Investor Services
Group, Inc.
One Exchange Place
Boston, MA 02109
3
6
Vice President, First Data
Investor Services Group,
Inc. Mr. Kardok has been
employed by First Data
Investor Services Group,
Inc. since May 1994. He
was employed by The Boston
Company Advisors, Inc. as
Vice President, Assistant
Treasurer and Financial
Manager prior to May 1994.
__________________________
* Board Members Pilloud, Demole and Somers are "interested
persons" of the Trust as defined in the 1940 Act.
Remuneration of Board Members. The Trust pays each Board member
(except those employed by the Adviser or its affiliates) an annual
fee of $5,000 plus $500 for each Board meeting attended and out-
of-pocket expenses incurred in attending Board meetings.
The following table sets forth the anticipated compensation
to be paid to the Trustees of the Trust during the current fiscal
year. No compensation is paid to any officers of the Trust by the
Fund.
NAME
OF
PERSO
N AND
POSIT
ION
AGGR
EGAT
E
COMP
ENSA
TION
FROM
THE
TRUS
T
PENS
ION
OR
RETI
REME
NT
BENE
FITS
ACCR
UED
AS
PART
OF
FUND
EXPE
NSES
TOTAL
COMPENSATI
ON
FROM THE
TRUST
AND
COMPLEX
PAID
TO
TRUSTEES
David
J.
Calla
rd
Trust
ee
$7,0
00
0
$7,000
Jean-
Franc
ois
Demol
e
Trust
ee
0
0
$0
Jean
G.
Pillo
ud
Trust
ee
0
0
$0
Bruce
W.
Schni
zter
Trust
ee
$7,0
00
0
$7,000
Jeffr
ey P.
Somer
s
Trust
ee
$7,0
00
0
$7,000
INVESTMENT ADVISORY AND OTHER SERVICES
As noted in the Prospectus, the Adviser is entitled to
receive a fee from the Fund for its services, calculated daily and
payable monthly, at the annual rate of 1.00% of the Fund's average
daily net assets. The Adviser, located at Cutlers Garden, 5
Devonshire Square, London, England EC2M 4LD, is the wholly-owned
subsidiary of Pictet (Canada) and Company Ltd. ("Pictet Canada").
Pictet Canada is a partnership, whose principal activity is
investment accounting, custody and securities brokerage. Pictet
Canada has two general partners, Pictet Advisory Services Overseas
and FINGEST, and seven limited partners, each of whom is also a
partner of Pictet & Cie, a Swiss private bank founded in 1805.
Administrative services are provided to the Trust by First
Data Investor Services Group, Inc. ("FDISG"), pursuant to an
administration agreement. See "Administrative Services" in the
Prospectus for information concerning the substantive provisions
of the administration agreement.
Custody services are provided to the Fund by Brown Brothers
Harriman & Co.
DISTRIBUTOR
Shares of the Fund are distributed continuously and are
offered without a sales load by 440 Financial Distributors, Inc.
(the "Distributor") pursuant to a distribution agreement between
the Trust and the Distributor. The Distributor is a wholly owned
subsidiary of FDISG.
PORTFOLIO TRANSACTIONS
The investment advisory agreement authorizes the Adviser to
select the brokers or dealers that will execute the purchases and
sales of investment securities for the Fund and directs the
Adviser to use its best efforts to obtain the best available price
and most favorable execution with respect to all transactions for
the Fund. The Adviser, may, however, consistent with the
interests of the Fund, select brokers on the basis of the
research, statistical and pricing services they provide to the
Fund. Information and research received from such brokers will be
in addition to, and not in lieu of, the services required to be
performed by the Adviser under the investment advisory agreement.
A commission paid to such brokers may be higher than that which
another qualified broker would have charged for effecting the same
transaction, provided that such commissions are paid in compliance
with the Securities Exchange Act of 1934, as amended, and that the
Adviser determines in good faith that such commission is
reasonable in terms either of the transaction or the overall
responsibility of the Adviser to the Fund and the Adviser's other
clients.
Some securities considered for investment by the Fund may
also be appropriate for other clients of the Adviser. If the
purchase or sale of securities is consistent with the investment
policies of the Fund and one or more of these other clients served
by the Adviser and is considered at or about the same time,
transactions in such securities will be allocated among the Fund
and clients in a manner deemed fair and reasonable by the Adviser.
While in some cases this practice could have a detrimental effect
on the price, value or quantity of the security as far as the Fund
is concerned, in other cases it is believed to be beneficial to
the Fund.
ADDITIONAL INFORMATION CONCERNING TAXES
General. The following summarizes certain additional tax
considerations generally affecting the Fund and its shareholders.
No attempt is made to present a detailed explanation of the tax
treatment of the Fund or its shareholders, and the discussion here
and in the Prospectus is not intended as a substitute for careful
tax planning. Potential investors should consult their tax
advisers with specific reference to their own tax situation.
The Fund is treated as a separate taxable entity under the
Internal Revenue Code of 1986, as amended (the "Code"), and
intends to elect to be treated, and to qualify each year, as a
regulated investment company. Qualification as a regulated
investment company under the Code requires, among other things,
that the Fund distribute to its shareholders an amount equal to at
least the sum of 90% of its investment company taxable income and
90% of its tax-exempt interest income (if any) net of certain
deductions for a taxable year. In addition, the Fund must satisfy
certain requirements with respect to the source of its income for
each taxable year. At least 90% of the gross income of the Fund
for a taxable year must be derived from dividends, interest,
payments with respect to securities loans, gains from the sale or
other disposition of stock, securities or foreign currencies, and
other income (including, but not limited to, gains from forward
contracts) derived with respect to its business of investing in
such stock, securities or currencies. The Treasury Department may
by regulation exclude from qualifying income foreign currency
gains which are not directly related to the Fund's principal
business of investing in stock or securities. Any income derived
by the Fund from a partnership or trust is treated for this
purpose as derived with respect to its business of investing in
stock, securities or currencies only to the extent that such
income is attributable to items of income which would have been
qualifying income if realized by the Fund in the same manner as by
the partnership or trust.
The Fund will not be treated as a regulated investment
company under the Code if 30% or more of its gross income for a
taxable year is derived from gains realized on the sale or other
disposition of the following investments held for less than three
months: (1) stock and securities (as defined in section 2(a)(36)
of the 1940 Act); (2) foreign currencies (and forward contracts on
foreign currencies) that are not directly related to the Fund's
principal business of investing in stock and securities. Interest
(including original issue discount and accrued market discount)
received by the Fund upon maturity or disposition of a security
held for less than three months will not be treated as gross
income derived from the sale or other disposition of such security
within the meaning of this requirement. However, income which is
attributable to realized market appreciation will be treated as
gross income from the sale or other disposition of securities for
this purpose.
In order to qualify as a regulated investment company, the
Fund must also diversify its holdings so that, at the close of
each quarter of its taxable year, (i) at least 50% of the market
value of its total (gross) assets is comprised of cash, cash
items, United States Government securities, securities of other
regulated investment companies and other securities limited in
respect of any one issuer to an amount not greater in value than
5% of the value of the Fund's total assets and to not more than
10% of the outstanding voting securities of such issuer, and (ii)
not more than 25% of the value of its total assets is invested in
the securities of any one issuer (other than United States
Government securities and securities of other regulated investment
companies) or two or more issuers controlled by the Fund and
engaged in the same, similar or related trades or businesses.
Any distribution of the excess of net long-term capital gain
over net short-term capital loss is taxable to shareholders as
long-term capital gain, regardless of how long the shareholder has
held the Fund's shares and whether such distribution is received
in cash or additional Fund shares. The Fund will designate such
distributions as capital gain dividends in a written notice mailed
to shareholders within 60 days after the close of the Fund's
taxable year. Shareholders should note that, upon the sale of Fund
shares, if the shareholder has not held such shares for tax
purposes for more than six months, any loss on the sale of those
shares will be treated as long-term capital loss to the extent of
the capital gain dividends received with respect to the shares.
Losses on a redemption or other sale of shares may also be
disallowed under wash sale rules if other shares of the Fund are
acquired (including dividend reinvestments) within a prescribed
period.
An individual's net long-term capital gains are taxable at a
maximum effective rate of 28%. Ordinary income of individuals is
taxable at a maximum nominal rate of 39.6%, but because of
limitations on itemized deductions otherwise allowable and the
phase-out of personal exemptions, the maximum effective marginal
rate of tax for some taxpayers may be higher. For corporations,
long-term capital gains and ordinary income are both taxable at a
maximum nominal rate of 35% (although surtax provisions apply at
certain income levels to result in higher effective marginal
rates).
If the Fund retains net capital gain for reinvestment, the
Fund may elect to treat such amounts as having been distributed to
shareholders. As a result, the shareholders would be subject to
tax on undistributed net capital gain, would be able to claim
their proportionate share of the Federal income taxes paid by the
Fund on such gain as a credit against their own Federal income tax
liabilities, and would be entitled to an increase in their basis
in their Fund shares.
If for any taxable year the Fund does not qualify for the
special Federal income tax treatment afforded regulated investment
companies, all of its taxable income will be subject to Federal
income tax at regular corporate rates (without any deduction for
distributions to its shareholders). In such event, dividend
distributions would be taxable as ordinary income to shareholders
to the extent of the Fund's current and accumulated earnings and
profits and would be eligible for the dividends received deduction
for corporations.
Foreign Taxes. Income (including, in some cases, capital
gains) received from sources within foreign countries may be
subject to withholding and other income or similar taxes imposed
by such countries. If more than 50% of the value of the Fund's
total assets at the close of its taxable year consists of stock or
securities of foreign corporations, the Fund will be eligible and
may elect to "pass-through" to its shareholders the amount of
foreign income and other qualified foreign taxes paid by it. If
this election is made, each taxable shareholder will be required
to include in gross income (in addition to taxable dividends
actually received) his pro rata share of the qualified foreign
taxes paid by the Fund, and will be entitled either to deduct (as
an itemized deduction) his pro rata share of foreign taxes in
computing his taxable income or to use it as a foreign tax credit
against his U.S. Federal income tax liability, subject to
limitations. No deduction for foreign taxes may be claimed by a
shareholder who does not itemize deductions, but such a
shareholder may be eligible to claim the foreign tax credit (see
below). If the Fund makes this election, each shareholder will be
notified within 60 days after the close of the Fund's taxable
year.
Generally, a credit for foreign taxes is subject to the
limitation that it may not exceed the shareholder's U.S. tax
attributable to his or her foreign source taxable income. For
this purpose, if the pass-through election is made, the source of
the Fund's income flows through to its shareholders. With respect
to the Fund, gains from the sale of securities will be treated as
derived from U.S. sources and certain currency gains, including
currency gains from foreign currency denominated debt securities,
receivables and payables, will be treated as ordinary income
derived from U.S. sources. The limitation on the foreign tax
credit is applied separately to foreign source passive income (as
defined for purposes of the foreign tax credit), including the
foreign source passive income passed through by the Fund.
Shareholders may be unable to claim a credit for the full amount
of their proportionate share of the foreign taxes paid by the
Fund. Foreign taxes may not be deducted in computing alternative
minimum taxable income and the foreign tax credit can be used to
offset only 90% of the alternative minimum tax (as computed under
the Code for purposes of this limitation) imposed on corporations
and individuals. If the Fund is not eligible to or does not make
the election to "pass through" to its shareholders its foreign
taxes, the foreign taxes it pays will reduce investment company
taxable income and the distributions by the Fund will be treated
as United States source income.
The Fund may invest up to 10% of its total assets in the
stock of foreign investment companies. Such companies are likely
to be treated as "passive foreign investment companies" ("PFICs")
under the Code. Certain other foreign corporations, not operated
as investment companies, may also satisfy the PFIC definition. A
portion of the income and gains that the Fund derives from an
equity investment in a PFIC may be subject to a non-deductible
federal income tax (including an interest-equivalent amount) at
the Fund level. In some cases, the Fund may be able to avoid this
tax by electing to be taxed currently on its share of the PFIC's
income, whether or not such income is actually distributed by the
PFIC or by making an election (if available) to mark its PFIC
investments to market or by otherwise managing its PFIC
investments. The Fund will endeavor to limit its exposure to the
PFIC tax by any available techniques or elections. Because it is
not always possible to identify a foreign issuer as a PFIC in
advance of making the investment, the Fund may incur the PFIC tax
in some instances.
Other Tax Matters. Special rules govern the Federal income
tax treatment of certain transactions denominated in terms of a
currency other than the U.S. dollar or determined by reference to
the value of one or more currencies other than the U.S. dollar.
The types of transactions covered by the special rules include the
following: transactions in foreign currency denominated debt
instruments, foreign currency denominated payables and
receivables, foreign currencies and foreign currency forward
contracts. With respect to transactions covered by the special
rules, foreign currency gain or loss is calculated separately from
any other gain or loss on the underlying transaction (subject to
certain netting rules) and is generally, absent an election that
may be available in some cases, taxable as ordinary gain or loss.
Any gain or loss attributable to the foreign currency component of
a transaction engaged in by the Fund which is not subject to the
special currency rules (such as foreign equity investments other
than certain preferred stocks) will be treated as capital gain or
loss and will not be segregated from the gain or loss on the
underlying transaction. Mark to market and other tax rules
applicable to certain currency forward contracts may affect the
amount, timing and character of the Fund's income, gain or loss
and hence of its distributions to shareholders. It is anticipated
that some of the non-U.S. dollar denominated investments and
foreign currency contracts the Fund may make or enter into will be
subject to the special currency rules described above.
The Fund may recognize income currently each taxable year
for Federal income tax purposes under the Code's original issue
discount rules in the amount of the unpaid, accrued interest with
respect to bonds structured as zero coupon or deferred interest
bonds or pay-in-kind securities, even though it receives no cash
interest until the security's maturity or payment date. As
discussed above, in order to qualify for treatment as a regulated
investment company, the Fund must distribute substantially all of
its income to shareholders. Thus, the Fund may have to dispose of
its portfolio securities under disadvantageous circumstances to
generate cash or leverage itself by borrowing cash, so that it may
satisfy the distribution requirement.
The Fund is not liable for Massachusetts corporate excise
taxes or franchise taxes and, provided that it qualifies as a
regulated investment company, will not be required to pay
Massachusetts income tax.
Exchange control regulations that may restrict repatriation of
investment income, capital, or the proceeds of securities sales by
foreign investors may limit the Fund's ability to make sufficient
distributions to satisfy the 90% and calendar year distribution
requirements described above.
Different tax treatment, including penalties on certain
excess contributions and deferrals, certain pre-retirement and
post-retirement distributions and certain prohibited transactions,
is accorded to accounts maintained as qualified retirement plans.
Shareholders should consult their tax advisers for more
information.
The foregoing discussion related solely to U.S. Federal
income tax law as applicable to U.S. persons (i.e., U.S. citizens
or residents and U.S. domestic corporations, partnerships, trusts
or estates) subject to tax under such law. The discussion does
not address special tax rules applicable to certain classes of
investors, such as tax-exempt entities, insurance companies, and
financial institutions. Dividends, capital gain distributions,
and ownership of or gains realized on the redemption (including an
exchange) of Fund shares may also be subject to state and local
taxes. Shareholders should consult their own tax advisers as to
the Federal, state or local tax consequences of ownership of
shares of, and receipt of distributions from, the Fund in their
particular circumstances.
Non-U.S. investors not engaged in a U.S. trade or business
with which their investment in the Fund is effectively connected
will be subject to U.S. Federal income tax treatment that is
different from that described above. These investors may be
subject to nonresident alien withholding tax at the rate of 30%
(or a lower rate under an applicable tax treaty) on amounts
treated as ordinary dividends from the Fund and, unless an
effective IRS Form W-8 or authorized substitute is on file, to 31%
backup withholding on certain other payments from the Fund. Non-
U.S. investors should consult their ax advisers regarding such
treatment and the application of foreign taxes to an investment in
the Fund.
PERFORMANCE CALCULATIONS
The Fund may advertise its average annual total return. The
Fund computes such return by determining the average annual
compounded rate of return during specified periods that equates
the initial amount invested to the ending redeemable value of such
investment according to the following formula:
T = [( ERV )1/n - 1]
P
Where: T = average annual total return.
ERV = ending redeemable value at the end of the period
covered by the computation of a hypothetical $1,000 payment made
at the beginning of the period.
P = hypothetical initial payment of $1,000.
n = period covered by the computation, expressed in
terms of years.
The Fund computes its aggregate total return by determining
the aggregate rates of return during specified periods that
likewise equate the initial amount invested to the ending
redeemable value of such investment. The formula for calculating
aggregate total return is as follows:
T = [( ERV ) - 1]
P
The calculations of average annual total return and
aggregate total return assume the reinvestment of all dividends
and capital gain distributions. The ending redeemable value
(variable "ERV" in each formula) is determined by assuming
complete redemption of the hypothetical investment and the
deduction of all nonrecurring charges at the end of the period
covered by the computations. The Fund's average annual total
return and aggregate total return do not reflect any fees charged
by Institutions to their clients.
GENERAL INFORMATION
Dividends and Capital Gains Distributions
The Fund's policy is to distribute substantially all of its
net investment income, if any, together with any net realized
capital gains in the amount and at the times that will generally
avoid both income and the Federal excise tax on undistributed
income and gains (see discussion under "Dividends, Capital Gains
Distributions and Taxes" in the Prospectus). The amounts of any
income dividends or capital gains distributions cannot be
predicted.
Any dividend or distribution paid shortly after the purchase
of shares of the Fund by an investor may have the effect of
reducing the per share net asset value of the Fund by the per
share amount of the dividend or distribution. Furthermore, such
dividends or distributions, although in effect a return of a
portion of the purchase price, are subject to income taxes as set
forth in the Prospectus.
Massachusetts Business Trust
The Trust is an entity of the type commonly known as a
"Massachusetts business trust". Under Massachusetts law,
shareholders of such a business trust may, under certain
circumstances, be held personally liable as partners for its
obligations. However, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to
circumstances in which both inadequate insurance existed and the
Trust itself was unable to meet its obligations.
APPENDIX -- DESCRIPTION OF RATINGS AND U.S. GOVERNMENT SECURITIES
I. Description of Commercial Paper Ratings
Description of Moody's highest commercial paper rating:
Prime-1 ("P-1") --judged to be of the best quality. Issuers rated
P-1 (or related supporting institutions) are considered to have a
superior capacity for repayment of short-term promissory
obligations.
Description of S&P highest commercial papers ratings: A-1+
- -- this designation indicates the degree of safety regarding
timely payment is overwhelming. A-1 -- this designation indicates
the degree of safety regarding timely payment is either
overwhelming or very strong.
Description of Bond Ratings
The following summarizes the ratings used by S&P for
corporate and municipal debt:
AAA - Debt rated AAA has the highest rating assigned by S&P.
Capacity to pay interest and repay principal is extremely strong.
AA - Debt rated AA has a very strong capacity to pay
interest and repay principal and differs from the highest rated
issues only in a small degree.
A - Debt rated A has a strong capacity to pay
interest and repay principal although it is somewhat more
susceptible to the adverse effects of changes in circumstances and
economic conditions than debt in higher rated categories.
BBB - Debt rated BBB is regarded as having an adequate
capacity to pay interest and repay principal. Whereas it normally
exhibits adequate protection parameters, adverse economic
conditions or changing circumstances are more likely to lead to a
weakened capacity to pay interest and repay principal for debt in
this category than in higher rated categories.
Plus (+) or Minus (-): The ratings from AA to BBB may be
modified by the addition of a plus or minus sign to show relative
standing within the major rating categories.
The following summarizes the ratings used by Moody's for
corporate and municipal long-term debt:
Aaa - Bonds that are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and
are generally referred to as "gilt edge." Interest payments are
protected by a large or by an exceptionally stable margin and
principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such
issues.
Aa - Bonds that are rated Aa are judged to be of high
quality by all standards. Together with the Aaa group they
comprise what are generally known as high-grade bonds. They are
rated lower than the best bonds because margins of protection may
not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat
larger than in Aaa securities.
A - Bonds that are rated A possess many favorable
investment attributes and are to be considered upper medium grade
obligations. Factors giving security to principal and interest
are considered adequate, but elements may be present which suggest
a susceptibility to impairment sometime in the future.
Baa - Bonds that are rated Baa are considered medium grade
obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate
for the present but certain protective elements may be lacking or
may be characteristically unreliable over any great length of
time. Such bonds lack outstanding investment characteristics and
in fact have speculative characteristics as well.
Moody's applies numerical modifiers (1, 2 and 3) with
respect to corporate bonds rated Aa, A and Baa. The modifier 1
indicates that the bond being rated ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates that the bond ranks in the
lower end of its generic rating category. Those bonds in the Aa,
A and Baa categories which Moody's believes possess the strongest
investment attributes, within those categories are designated by
the symbols Aa1, A1 and Baa1, respectively.
II. Description of U.S. Government Securities and Certain Other
Securities
The term "U.S. Government securities" refers to a variety of
securities which are issued or guaranteed by the United States
Government, and by various instrumentalities which have been
established or sponsored by the United States Government.
U.S. Treasury securities are backed by the "full faith and
credit" of the United States Government. Securities issued or
guaranteed by Federal agencies and U.S. Government sponsored
enterprises or instrumentalities may or may not be backed by the
full faith and credit of the United States. In the case of
securities not backed by the full faith and credit of the United
States, an investor must look principally to the agency,
enterprise or instrumentality issuing or guaranteeing the
obligation for ultimate repayment, and may not be able to assert a
claim against the United States itself in the event the agency,
enterprise or instrumentality does not meet its commitment.
Agencies which are backed by the full faith and credit of the
United States include the Export Import Bank, Farmers Home
Administration, Federal Financing Bank and others. Certain
agencies, enterprises and instrumentalities, such as the
Government National Mortgage Association are, in effect, backed by
the full faith and credit of the United States through provisions
in their charters that they may make "indefinite and unlimited"
drawings on the Treasury, if needed to service its debt. Debt
from certain other agencies, enterprises and instrumentalities,
including the Federal Home Loan Bank and Federal National Mortgage
Association, are not guaranteed by the United States, but those
institutions are protected by the discretionary authority for the
U.S. Treasury to purchase certain amounts of their securities to
assist the institution in meeting its debt obligations. Finally,
other agencies, enterprises and instrumentalities, such as the
Farm Credit System and the Federal Home Loan Mortgage Corporation,
are federally chartered institutions under Government supervision,
but their debt securities are backed only by the creditworthiness
of those institutions, not the U.S. Government.
Some of the U.S. Government agencies that issue or guarantee
securities include the Export-Import Bank of the United States,
Farmers Home Administration, Federal Housing Administration,
Maritime Administration, Small Business Administration and The
Tennessee Valley Authority.
An instrumentality of the U.S. Government is a Government
agency organized under Federal charter with Government
supervision. Instrumentalities issuing or guaranteeing securities
include, among others, Overseas Private Investment Corporation,
Federal Home Loan Banks, the Federal Land Banks, Central Bank for
Cooperatives, Federal Intermediate Credit Banks and the Federal
National Mortgage Association.
C: OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
List all financial statements and exhibits filed as part of
the Registration
Statement.
(a) Financial Statements:
None
(b) Exhibits:
(1)(a) Declaration of Trust initially filed on
May 24, 1995 is filed herein.
(1)(b)
Amendment to the Declaration of Trust
dated June 8, 1995 initially
filed on September 21, 1995 is filed herein.
(1)(c) Amendment to the Declaration of Trust
dated December 8,1995 is filed herein.
(2) By-Laws initially filed on May 24, 1995
are filed herein.
(3) Not Applicable.
(4) Not Applicable.
(5)
Investment Advisory Agreement between Registrant
and Pictet International Management Limited is filed herein.
(6)
Distribution Agreement between Registrant and
440 Financial Distributors, Inc. is filed herein.
(7) Not Applicable.
(8) Custodian Agreement between Registrant and Brown
Brothers
Harriman & Co. is filed herein.
(9)(a)
Transfer Agency Agreement between
Registrant and The Shareholder Services Group, Inc. is filed herein.
(b)
Administration Agreement between
Registrant and The Shareholder Services Group, Inc. is filed herein.
(10)
Opinion as to the Legality of Shares being
Registered is filed herein.
(11) Not applicable.
(12) Not Applicable.
(13) Purchase Agreement relating to Initial Capital
initially filed on October 2, 1995 is filed herein.
(14) Not Applicable.
(15) Not Applicable.
(16) Not Applicable.
(17) Not Applicable.
Item 25. Persons Controlled by or Under Common Control with
Registrant.
Registrant is not controlled by or under common control with
any person.
Item 26. Number of Holders of Securities.
As of
December 28, 1995, there are, with respect to the
Pictet International
Small Companies Fund, no record holders of the Registrant's shares
of beneficial interest,
$.001 par value.
As of December 28, 1995, there are, with respect to the
Pictet Global Emerging
Markets Fund, 2 record holders of the Registrant's shares of
beneficial interest, $.001 par
value.
Item 27. Indemnification.
Under Section 4.3 of Registrant's Declaration of Trust, any
past or present
Trustee or officer of Registrant [/R](hereinafter referred to as a
"Covered Person") is
indemnified to the fullest extent permitted by law against all
liability and all expenses
reasonably incurred by him or her in connection with any claim,
action, suit or proceeding
to which he or she may be a party or otherwise involved by reason
of his or her being or
having been a Covered Person. This provision does not authorize
indemnification when it is
determined, in the manner specified in the Declaration of Trust,
that such Covered Person
has not acted in good faith in the reasonable belief that his or
her actions were in or not
opposed to the best interests of Registrant. Moreover, this
provision does not authorize
indemnification when it is determined, in the manner specified in
the Declaration of Trust,
that such Covered Person would otherwise be liable to Registrant
or its shareholders by
reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of his or her
duties. Expenses may be paid by Registrant in advance of the
final disposition of any claim,
action, suit or proceeding upon receipt of an undertaking by or on
behalf of such Covered
Person to repay such expenses to Registrant in the event that it
is ultimately determined that
indemnification of such expenses is not authorized under the
Declaration of Trust and the
Covered Person either provides security for such undertaking or
insures Registrant against
losses from such advances or the disinterested Trustees or
independent legal counsel
determines, in the manner specified in the Declaration of Trust,
that there is reason to
believe the Covered Person will be found to be entitled to
indemnification.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933,
as amended (the "Securities Act"), may be permitted to Trustees,
officers and controlling
persons of the Registrant pursuant to the foregoing provisions or
otherwise, the Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by
a Trustee, officer, or
controlling person of the Registrant in connection with the
successful defense of any claim,
action, suit or proceeding) is asserted against the Registrant by
such Trustee, officer or
controlling person in connection with the shares being registered,
the Registrant will, unless
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against
public policy as expressed in the Securities Act and will be
governed by the final
adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser.
Pictet International Management Limited (the "Adviser") is
an affiliate of Pictet
& Cie (the "Bank"), a Swiss private bank, which was founded in
1805. The Bank manages
the accounts for institutional and private clients and is owned by
seven partners. The
Adviser, established in 1980, manages the investment needs of
clients seeking to invest in
the international fixed revenue and equity markets.
The list required by this Item 28 of officers and directors
of Pictet International
Management Limited, together with the information as to any other
business, profession,
vocation or employment of substantial nature engaged in by such
officers and directors
during the past two years, is incorporated by reference to
Schedules A and D of Form ADV
filed by Pictet International Management Limited pursuant to the
Investment Advisers Act
of 1940 (SEC File No. 801-15143).
Item 29. Principal Underwriters.
(a) 440 Financial Distributors, Inc., the Fund's Distributor,
also acts as
principal underwriter and distributor for The Galaxy Funds, the
Armada
Funds, The One Group, the AMBAC Funds and the Kent Funds.
(b) For information with respect to each Director and officer of
the principal
underwriter of the Fund, see the following:
Name and
Principal
Business Address
Position and Offices with
440 Financial
Distributors, Inc.
Position
and Offices
with the
Registrant
Tammy Hall
Director, President and
Chief Executive Officer
None
William Small
Director
None
Jack P. Kutner
Director
None
Scott M. Hacker
Vice President, Treasurer
and Chief Financial Officer
None
Stephen Wyle
Vice President
None
Bernard Rothman
Vice President - Tax
None
Marlys Jarstfer
Chief Compliance Officer
None
Patricia Bickimer
Chief Legal Officer
Secretary
Bradley Stearns
Secretary
None
The business address of the above-listed persons is 290
Donald Lynch
Boulevard, Marlboro, Massachusetts 01752.
(c) 440 will not be paid any compensation from the
Registrant for its
services as principal underwriter.
Item 30. Location of Accounts and Records.
All accounts books and other documents required to be
maintained by Registrant
by Section 31(a) of the Investment Company Act of 1940 and the
Rules thereunder will be
maintained at the offices of:
Pictet International Management Limited
Cutlers Garden
5 Devonshire Square
London, England EC2M 4LD
(records relating to its functions as investment adviser)
Brown Brothers Harriman & Co.
40 Water Street
Boston, Massachusetts 02109
(records relating to its functions as custodian)
First Data Investor Services Group, Inc.
One Exchange Place
Boston, Massachusetts 02109
(records relating to its functions as transfer agent and
administrator)
440 Funds Distributors, Inc.
290 Donald Lynch Boulevard
Marlboro, Massachusetts 01752
(records relating to its functions as distributor)
Item 31. Management Services.
Not Applicable.
Item 32. Undertakings.
(a) Not Applicable.
(b) The undersigned Registrant hereby undertakes to file a
post-effective
amendment, using financial statements which need not be certified,
regarding the Fund
within four to six months after the effective date of the
Registration Statement under the
Securities Act of 1933.
(c) The undersigned Registrant will afford to shareholders
of the Fund the
rights provided by Section 16(c) of the Investment Company Act of
1940 so long as
Registrant does not hold annual meetings of its shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, and the
Investment Company Act of 1940, as amended, Panorama Trust
certifies that it meets all of
the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under
the Securities Act of 1933, and the Registrant has duly caused
this Post-Effective Amendment
No.3 to its Registration Statement to be signed on its behalf by
the undersigned, thereunto duly
authorized, in the City of Boston, and Commonwealth of
Massachusetts, on the 29th day of
December, 1995.
PANORAMA TRUST
By /s/ Jean G. Pilloud
Jean G. Pilloud
Chairman, President and
Trustee
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Post-
Effective Amendment No. ___ to the Registration Statement of
Panorama Trust has been
signed by the following persons in the capacities and on the dates
indicated:
Signature Title Date
/s/ Jean G. Pilloud Chairman, President
12/29/95
(Jean G. Pilloud) and Trustee
(principal executive officer)
/s/ Michael C. Kardok Treasuer
12/29/95
(Michael C. Kardok) (principal financial and
accounting officer)
/s/ Jean-Francois Demole Trustee
12/29/95
(Jean-Francois Demole)
/s/ Jeffrey P. Somers, Esq. Trustee
12/29/95
(Jeffrey P. Somers, Esq.)
/s/ Bruce W. Schnitzer Trustee
12/29/95
(Bruce W. Schnitzer)
/s/ David J. Callard Trustee
12/29/95
(David J. Callard)
EXHIBIT INDEX
Exhibit
Number Description
1(a) Declaration of Trust initially filed on May 24, 1995
1(b) Amendment to the Declaration of Trust dated June 8, 1995
initially
filed on September 21, 1995
1(c) Amendment to the Declaration of Trust dated December 8, 1995
2 By-Laws initially filed on May 24, 1995
5 Investment Advisory Agreement between Registrant and Pictet
International Management Limited
6 Distribution Agreement between Registrant and 440 Financial
Distributors, Inc.
8 Custodian Agreement between Registrant and Brown Brothers
Harriman & Co.
9(a) Transfer Agency Agreement between Registrant and The
Shareholder Services
Group, Inc.
9(b) Administration Agreement between Registrant and The
Shareholder Services
Group, Inc.
10 Opinion as to the Legality of Shares being Registered
13 Purchase Agreement relating to Initial Capital initially
filed on October 2, 1995
DECLARATION OF TRUST
OF
PICTET SERIES TRUST
DECLARATION OF TRUST
OF
PICTET SERIES TRUST
DECLARATION OF TRUST made this 23rd of May, 1995 by Patricia
L. Bickimer
and Richard W. Ingram (together with all other persons from time
to time duly
elected, qualified and serving as Trustees in accordance with the
provisions
of Article II hereof, the "Trustees");
WHEREAS, the Trustees wish to establish a trust for the
investment and
reinvestment of funds contributed thereto;
WHEREAS, the Trustees desire that the beneficial interest in
the trust
assets be divided into transferable shares of beneficial interest
as
hereinafter provided;
WHEREAS, the Trustees declare that all money and property
contributed to
the trust established thereunder shall be held and managed in
trust for the
benefit of the holders, from time to time, of the shares of
beneficial
interest issued thereunder and subject to the provisions hereof
and in
consideration of the foregoing premises and the agreements herein
contained
declare as follows:
ARTICLE I
NAME AND DEFINITIONS
Section 1.1. Name. The name of the trust created
hereby is Pictet
Series Trust (the "Trust").
Section 1.2. Definitions. Wherever they are used
herein, the
following terms have the following respective meanings:
(a) "Administrator" means the party, other than the Trust,
to the
contract described in Section 3.3 hereof.
(b) "By-Laws" means the By-Laws referred to in Section 2.8
hereof, as
from time to time amended.
(c) The terms "Commission" and "Interested Person", have
the meanings
given them in the 1940 Act. Except as otherwise defined by the
Trustees in
conjunction with the establishment of any Series of Shares, the
term "vote of
a majority of the Shares outstanding and entitled to vote" shall
have the same
meaning as the term "vote of a majority of the outstanding voting
securities"
given it in the 1940 Act.
(d) "Class" means any division of shares within a Series,
which Class
is or has been established within such Series in accordance with
the provision
of Article V.
(e) "Custodian" means any Person other than the Trust who
has custody
of any Trust Property as required by Section 17(f) of the 1940 Act, but
does not
include a system for the central handling of securities described
in said
Section 17(f).
(f) "Declaration" means this Declaration of Trust as
amended from time
to time. Reference in this Declaration of Trust to "Declaration",
"hereof",
"herein", and "hereunder" shall be deemed to refer to this
Declaration rather
than exclusively to the article or section in which such words
appear.
(g) "Distributor" means the party, other than the Trust,
to the
contract described in Section 3.1 hereof.
(h) The "1940 Act" means the Investment Company Act of
1940, as
amended from time to time.
(i) "Fund" or "Funds" individually or collectively means
the separate
Series of Shares of the Trust, together with the assets and
liabilities
assigned thereto.
(j) "His" shall include the feminine and neuter, as well
as the
masculine, genders.
(k) "Investment Advisor" means the party, other than the
Trust, to the
contract described in Section 3.2 hereof.
(l) "Person" means and includes individuals, corporations,
partnerships, trusts, associations, joint ventures and other
entities, whether
or not legal entities, and governments and agencies and political
subdivisions
thereof.
(m) "Series" individually or collectively means the
separate Series of
the Trust (or, if the Trust shall have only one such component,
then that one)
as may be established and designated from time to time by the
Trustees
pursuant to Section 5.11 hereof.
(n) "Shareholder" means the record owner of Outstanding
Shares.
(o) "Shares" means the equal proportionate units of
interest into
which the beneficial interest in the Trust shall be divided from
time to time,
including the Shares of any and all Series or of any Class within
any Series
which may be established by the Trustees, and includes fractions
of Shares as
well as whole Shares. "Outstanding" Shares means those Shares
shown from time
to time on the books of the Trust or its Transfer Agent as then
issued and
outstanding, but shall not include Shares which have been redeemed
or
repurchased by the Trust and which are at the time held in the
treasury of the
Trust.
(p) "Transfer Agent" means any Person other than the Trust
who
maintains the Shareholder records of the Trust, such as the list
of
Shareholders, the number of Shares credited to each account, and
the like.
(q) "Trust" means Pictet Series Trust.
(r) "Trust Property" means any and all property, real or
personal,
tangible or intangible, which is owned or held by or for the
account of the
Trust or the Trustees.
(s) The "Trustees" means the persons who have signed this
Declaration,
so long as they shall continue in office in accordance with the
terms hereof,
and all other persons who may from time to time be duly elected,
qualified and
serving as Trustees in accordance with the provisions of Article
II hereof,
and reference herein to a Trustee or the Trustees shall refer to
such person
or persons in this capacity or their capacities as trustees
hereunder.
ARTICLE II
TRUSTEES
Section 2.1. General Powers. The Trustees shall have
exclusive and
absolute control over the Trust Property and over the business of
the Trust to
the same extent as if the Trustees were the sole owners of the
Trust Property
and business in their own right, but with such powers of
delegation as may be
permitted by this Declaration. The Trustees shall have power to
conduct the
business of the Trust and carry on its operations in any and all
of its
branches and maintain offices both within and without The
Commonwealth of
Massachusetts, in any and all states of the United States of
America, in the
District of Columbia, and in any and all commonwealths,
territories,
dependencies, colonies, possessions, agencies or instrumentalities
of the
United States of America and of foreign governments, and to do all
such other
things and execute all such instruments as they deem necessary,
proper or
desirable in order to promote the interests of the Trust although
such things
are not herein specifically mentioned. Any determination as to
what is in the
interests of the Trust made by the Trustees in good faith shall be
conclusive.
In construing the provisions of this Declaration, the presumption
shall be in
favor of a grant of power to the Trustees.
The enumeration of any specific power herein shall not be
construed as
limiting the aforesaid power. Such powers of the Trustees may be
exercised
without order of or resort to any court.
Section 2.2. Investments. The Trustees shall have the
power:
(a) To operate as and carry on the business of an
investment company,
and exercise all the powers necessary and appropriate to the
conduct of such
operations.
(b) To invest in, hold for investment, or reinvest in,
securities,
including common and preferred stocks; warrants; bonds,
debentures, bills,
time notes and all other evidences of indebtedness; negotiable or
non-
negotiable instruments; government securities, including
securities of any
state, municipality or other political subdivision thereof, or any
governmental or quasi-governmental agency or instrumentality; and
money market
instruments including bank certificates of deposit, finance paper,
commercial
paper, bankers acceptances and all kinds of repurchase agreements,
of any
corporation, company, trust, association, firm or other business
organization
however established, and of any country, state, municipality or
other
political subdivision, or any governmental or quasi-governmental
agency or
instrumentality.
(c) To acquire (by purchase, subscription or otherwise),
to hold, to
trade in and deal in, to acquire any rights or options to purchase
or sell, to
sell or otherwise dispose of, to lend and to pledge any such
securities, to
enter into repurchase agreements, reverse repurchase agreements,
firm
commitment agreements and forward foreign currency exchange
contracts, to
purchase and sell options on securities, indices, currency or
other financial
assets, futures contracts and options on futures contracts of all
descriptions, and other derivative securities, and to engage in
all types of
hedging and risk management transactions.
(d) To exercise all rights, powers and privileges of
ownership or
interest in all securities and repurchase agreements included in
the Trust
Property, including the right to vote thereon and otherwise act
with respect
thereto and to do all acts for the preservation, protection,
improvement and
enhancement in value of all such securities and repurchase
agreements.
(e) To acquire (by purchase, lease or otherwise) and to
hold, use,
maintain, develop and dispose of (by sale or otherwise) any
property, real or
personal, including cash, and any interest therein.
(f) To borrow money and in this connection issue notes or
other
evidence of indebtedness; to secure borrowings by mortgaging,
pledging or
otherwise subjecting as security the Trust Property; and to
endorse,
guarantee, or undertake the performance of any obligation or
engagement of any
other Person and to lend Trust Property.
(g) To aid by further investment any corporation, company,
trust,
association or firm, any obligation of or interest in which is
included in the
Trust Property or in the affairs of which the Trustees have any
direct or
indirect interest; to do all acts and things designed to protect,
preserve,
improve or enhance the value of such obligation or interest; and
to guarantee
or become surety on any or all of the contracts, stocks, bonds,
notes,
debentures and other obligations of any such corporation, company,
trust,
association or firm.
(h) To enter into a plan of distribution and any related
agreements
whereby the Trust may finance directly or indirectly any activity
which is
primarily intended to result in sale of Shares.
(i) In general to carry on any other business in
connection with or
incidental to any of the foregoing powers, to do everything
necessary,
suitable or proper for the accomplishment of any purpose or the
attainment of
any object or the furtherance of any power herein before set forth
either
alone or in association with others, and to do every other act or
thing
incidental or appurtenant to or arising out of or connected with
the aforesaid
business or purposes, objects or powers.
(j) Notwithstanding any other provision of this
Declaration to the
contrary, the Trustees shall have the power in their discretion
without any
requirement of approval by Shareholders to either invest all or a
portion of
the Trust Property or the Property of a Series of the Trust, or
sell all or a
portion of the Trust Property or the Property of a Series of the
Trust and
invest the proceeds of such sales, in another investment company
that is
registered under the 1940 Act.
The foregoing clauses shall be construed both as objects and
powers, and
the foregoing enumeration of specific powers shall not be held to
limit or
restrict in any manner the general powers of the Trustees
The Trustees shall not be limited to investing in
obligations maturing
before the possible termination of the Trust, nor shall the
Trustees be
limited by any law limiting the investments which may be made by
fiduciaries.
Section 2.3. Legal Title. Legal to all the Trust
Property shall be
vested in the Trustees as joint tenants except that the Trustees
shall have
power to cause legal title to any Trust Property to be held by or
in the name
of one or more of the Trustees, or in the name of the Trust of any
Series of
the Trust, or in the name of any other Person as nominee, on such
terms as the
Trustees may determine, provided that the interest of the Trust
therein is
deemed appropriately protected. The right, title and interest of
the Trustees
shall vest automatically in each Person who may hereafter become a
Trustee.
Upon the termination of the term of office, resignation, removal
or death of
a Trustee he shall automatically cease to have any right, title or
interest in
any of the Trust Property, and the right, title and interest of
such Trustee
in the Trust Property shall vest automatically in the remaining
Trustees.
Such vesting and cessation of title shall be effective whether or
not
conveyancing documents have been executed and delivered.
Section 2.4. Issuance and Repurchase of Shares. The
Trustees shall
have the power to issue, sell, repurchase, redeem, retire, cancel,
acquire,
hold, resell, reissue, dispose of, transfer, and otherwise deal in
Shares and,
subject to the provisions set forth in Articles VI and VII and
Section 5.11
hereof, to apply to any such repurchase, redemption, retirement,
cancellation,
or acquisition of Shares any funds or property of the Trust,
whether capital
or surplus or otherwise, to the full extent now or hereafter
permitted by the
laws of The Commonwealth of Massachusetts governing business
corporations.
Section 2.5. Delegation; Committees. The Trustees
shall have the
power to delegate from time to time to such of their number or to
officers,
employees or agents of the Trust the doing of such things and the
execution of
such instruments either in the name of the Trust or any Series of
the Trust or
the names of the Trustees or otherwise as the Trustees may deem
expedient, to
the same extent as such delegation is permitted by the 1940 Act.
Section 2.6. Collection and Payment. Subject to
Section 5.11
hereof, the Trustees shall have power to collect all property due
to the
Trust; to pay all claims, including taxes, against the Trust
Property; to
prosecute, defend, compromise or abandon any claims relating to
the Trust
Property; to foreclose any security interest securing any
obligations, by
virtue of which any property is owed to the Trust; and to enter
into releases,
agreements and other instruments.
Section 2.7. Expenses. Subject to Section 5.11 hereof,
the
Trustees shall have the power to incur and pay any expenses which
in the
opinion of the Trustees are necessary or incidental to carry out
any of the
purposes of this Declaration, and to pay reasonable compensation
from the
funds of the Trust to themselves as Trustees. The Trustees shall
fix the
compensation of all officers, employees and Trustees.
Section 2.8. Manner of Acting; By-Laws. Except as
otherwise
provided herein or in the By-Laws, any action to be taken by the
Trustees may
be taken by a majority of the Trustees present at a meeting of
Trustees (a
quorum being present), including any meeting held by means of a
conference
telephone circuit or similar communications equipment by means of
which all
persons participating in the meeting can hear each other, or by
written
consents of the entire number of Trustees then in office. The
Trustees may
adopt By-Laws not inconsistent with this Declaration to provide
for the
conduct of the business of the Trust and may amend or repeal such
By-Laws to
the extent such power is not reserved to the Shareholders.
Notwithstanding the foregoing provisions of this Section 2.8
and in
addition to such provisions or any other provision of this
Declaration or of
the By-Laws, the Trustees may by resolution appoint a committee
consisting of
less than the whole number of Trustees then in office, which
committee may be
empowered to act for and bind the Trustees and the Trust, as if
the acts of
such committee were the acts of all the Trustees then in office,
with respect
to the institution, prosecution, dismissal, settlement, review or
investigation of any action, suit or proceeding which shall be
pending or
threatened to be brought before any court, administrative agency
or other
adjudicatory body.
Section 2.9. Miscellaneous Powers. Subject to Section
5.11 hereof,
the Trustees shall have the power to: (a) employ or contract with
such
Persons as the Trustees may deem desirable for the transaction of
the business
of the Trust or any Series thereof; (b) enter into joint ventures,
partnerships and any other combinations or associations; (c)
remove Trustees
or fill vacancies in or add to their number, elect and remove such
officers
and appoint and terminate such agents or employees as they
consider
appropriate, and appoint from their own number, and terminate, any
one or more
committees which may exercise some or all of the power and
authority of the
Trustees as the Trustees may determine; (d) purchase, and pay for
out of Trust
Property or the Property of the appropriate Series of the Trust,
insurance
policies insuring the Shareholders, Trustees, officers, employees,
agents,
investment advisors, distributors, selected dealers or independent
contractors
of the Trust against all claims arising by reason of holding any
such position
or by reason of any action taken or omitted by any such Person in
such
capacity, whether or not constituting negligence, or whether or
not the Trust
would have the power to indemnify such Person against such
liability; (e)
establish pension, profit-sharing, share purchase and other
retirement,
incentive and benefit plans for any Trustees, officers, employees
and agents
of the Trust: (f) to the extent permitted by law, indemnify any
person with
whom the Trust or any Series thereof has dealings, including the
Investment
Advisor, Distributor, Administrator, Transfer Agent and selected
dealers, to
such extent as the Trustees shall determine; (g) guarantee
indebtedness or
contractual obligations of others; (h) determine and change the
fiscal year of
the Trust or any Series thereof and the method by which its
accounts shall be
kept; (i) adopt a seal for the Trust, but the absence of such seal
shall not
impair the validity of any instrument executed on behalf of the
Trust.
Section 2.10. Principal Transactions. Except in
transactions not
permitted by the 1940 act or rules and regulations adopted by the
Commission,
the Trustees may, on behalf of the Trust, buy any securities from
or sell any
securities to, or lend any assets of the Trust or any Series
thereof to, any
Trustee or officer of the Trust or any firm of which any such
Trustee or
officer is a member acting as principal, or have any such dealings
with the
Investment Advisor, Distributor or transfer agent or with any
Interested
Person of such Person; and the Trust or Series thereof may employ
any such
Person, or firm or company in which such Person is an Interested
Person, as
broker, legal counsel, registrar, transfer agent, dividend
disbursing agent or
custodian upon customary terms.
Section 2.11. Number of Trustees. The number of
Trustees shall
initially be two (2), and thereafter shall be such number as shall
be fixed
from time to time by written instrument signed by a majority of
the Trustees,
provided, however, that the number of Trustees shall in no event
be less than
one (1) nor more than fifteen (15).
Section 2.12. Election and Term. Except for the
Trustees named
herein or appointed to fill vacancies pursuant to Section 2.14
hereof, the
Trustees shall be elected by the Shareholders owning of record a
plurality of
the Shares voting at a meeting of Shareholders on a date fixed by
the
Trustees. Except in the event of resignation or removals pursuant
to Section
2.13 hereof, each Trustee shall hold office until such time as
less than a
majority of the Trustees holding office have been elected by
Shareholders. In
such event the Trustees then in office will call a Shareholders'
meeting for
the election of Trustees. Except for the foregoing circumstances,
the
Trustees shall continue to hold office and may appoint successor
Trustees.
Section 2.13. Resignation and Removal. Any Trustee may
resign his
trust (without the need for any prior or subsequent accounting) by
an
instrument in writing signed by him and delivered to the other
Trustees and
such resignation shall be effective upon delivery, or at a later
date
according to the terms of the instrument. Any of the Trustees
may be removed
(provided the aggregate number of Trustees shall not be less than
one) with
cause, by the action of two-thirds of the remaining Trustees or by
the action
of two-thirds of the outstanding shares of beneficial interest of
the Trust at
a meeting duly called pursuant to Section 5.10 hereof by the
Shareholders for
such purpose. Upon the resignation or removal of a Trustee, or
his otherwise
ceasing to be a Trustee, he shall execute and deliver such
documents as the
remaining Trustees shall require for the purpose of conveying to
the Trust or
the remaining Trustees any Trust Property held in the name of the
resigning or
removed Trustee. Upon the incapacity or death of any Trustee, his
legal
representative shall execute and deliver on his behalf such
documents as the
remaining Trustees shall require as provided in the preceding
sentence.
Section 2.14. Vacancies. The term of office of a
Trustee shall
terminate and a vacancy shall occur in the event of his death,
resignation,
removal, bankruptcy, adjudicated incompetence or other incapacity
to perform
the duties of the office of a Trustee. No such vacancy shall
operate to annul
the Declaration or to revoke any existing agency created pursuant
to the terms
of the Declaration. In the case of an existing vacancy, including
a vacancy
existing by reason of an increase in the number of Trustees,
subject (but only
after the Trust's initial registration statement under the
Securities Act of
1933 shall have become effective) to the provisions of Section
16(a) of the
1940 Act, the remaining Trustees shall fill such vacancy by the
appointment of
such other person as they in their discretion shall see fit. Any
such
appointment shall not become effective, however, until the person
named in the
written instrument of appointment shall have accepted in writing
such
appointment and agreed to be bound by the terms of the
Declaration. An
appointment of a Trustee may be made in anticipation of a vacancy
to occur at
a later date by reason of retirement, resignation or increase in
the number of
Trustees, provided that such appointment shall not become
effective prior to
such retirement, resignation or increase in the number of
Trustees. Whenever
a vacancy in the number of Trustees shall occur, until such
vacancy is filled
as provided in this Section 2.14, the Trustees in office,
regardless of their
number, shall have all the powers granted to the Trustees and
shall discharge
all the duties imposed upon the Trustees by the Declaration. A
written
instrument certifying the existence of such vacancy signed by a
majority of
the Trustees in office shall be conclusive evidence of the
existence of such
vacancy.
Section 2.15. Delegation of Power to Other Trustees.
Any Trustee
may, by power of attorney, delegate his power for a period not
exceeding six
(6) months at any one time to any other Trustee or Trustees;
provided that in
no case shall fewer than two (2) Trustees personally exercise the
powers
granted to the Trustees under this Declaration except as herein
otherwise
expressly provided.
ARTICLE III
CONTRACTS
Section 3.1. Distribution Contract. The Trustees may
in their
discretion from time to time enter into an exclusive or non-
exclusive
distribution contract or contracts providing for the sale of
Shares to net the
Trust or the applicable Series of the Trust not less than the
amount provided
for in Section 7.1 of Article VII hereof, whereby the Trustees may
either
agree to sell the Shares to the other party to the contract or
appoint such
other party their sales agent for the Shares, and in either case
on such terms
and conditions, if any, as may be prescribed in the By-Laws, and
such further
terms and conditions as the Trustees may in their discretion
determine not
inconsistent with the provisions of this Article III or of the By-
Laws; and
such contract may also provide for the repurchase of the Shares by
such other
party as agent of the Trustees.
Section 3.2. Advisory or Management Contract. The
Trustees may in
their discretion from time to time enter into an investment
advisory contract,
or, if the Trustees establish multiple Series, separate investment
advisory
contracts with respect to each Series, whereby the other party to
such
contract or contracts shall undertake to manage the investment
operations of
one or more Series of the Trust and the compositions of the
portfolios of the
Trust or such Series, including the purchase, retention and
disposition of
securities and other assets in accordance with the investment
objectives,
policies and restrictions of the Trust or such Series and all upon
such terms
and conditions as the Trustees may in their discretion determine,
including
the grant of authority to such other party to determine what
securities shall
be purchased or sold by the Trust or applicable Series of the
Trust and what
portion of its assets shall be uninvested, which authority shall
include the
power to make changes in the investments of the Trust or any
Series.
Section 3.3. Administration Contract. The Trustees may
in their
discretion from time to time enter into an administration contract
or
contracts whereby the other party to such contract shall undertake
to
supervise all or any part of the operations of the Trust or any
Series thereof
and to provide all or any part of the administrative and clerical
personnel,
office space and office equipment and services appropriate for the
efficient
administration and operations of the Trust and any Series thereof.
Section 3.4. Affiliations of Trustees or Officers, Etc.
The fact
that:
(i) any of the Shareholders, Trustees or
officers of the
Trust is a shareholder, director, officer, partner, trustee,
employee,
manager, advisor or distributor of or for any partnership,
corporation, trust,
association or other organization or of or for any parent of
affiliate of any
organization, with which a contract of the character described in
Sections 3.1
or 3.2 above or for services as Custodian, Administrator, Transfer
Agent or
disbursing agent or for related services may have been or may
hereafter be
made, or that any such organization, or any parent or affiliate
thereof, is a
Shareholder of or has any interest in the Trust, or that
(ii) any partnership, corporation, trust,
association or
other organization with which a contract of the character
described in
Sections 3.1 or 3.2 above or for services as Custodian,
Administrator,
Transfer Agent or disbursing agent or for related services may
have been or
may hereafter may be made also has any one or more of such
contracts with one
or more other partnerships, corporations, trusts, associations or
other
organizations, or has other business or interests, shall not
affect the
validity of any such contract or disqualify any Shareholder,
Trustee or
officer of the Trust from voting upon or executing the same or
create any
liability or accountability to the Trust or its Shareholders.
Section 3.5. Compliance with 1940 Act. Any contract
entered into
or pursuant to Sections 3.1 or 3.2 shall be consistent with and
subject to the
requirements of Section 15 of the 1940 Act (including any other
applicable Act
of Congress hereafter enacted) with respect to its continuance in
effect, its
termination and the method of authorization and approval of such
contract or
renewal thereof.
ARTICLE IV
LIMITATIONS OF LIABILITY OF SHAREHOLDERS, TRUSTEES AND OTHERS
Section 4.1. No Personal Liability of Shareholders,
Trustees, Etc.
No Shareholder shall be subject to any personal liability
whatsoever to any
Person in connection with Trust Property or the acts, obligations
or affairs
of the Trust. No Trustee, officer, employee or agent of the Trust
shall be
subject to any personal liability whatsoever to any Person, other
than to the
Trust or its Shareholders, in connection with Trust Property or
the affairs of
the Trust, save only that arising from bad faith, willful
misfeasance, gross
negligence or reckless disregard of his duties with respect to
such Person;
and all such Persons shall look solely to the Trust Property, or
to the
Property of one or more specific Series of the Trust if the claim
arises from
the conduct of such Trustee, officer, employee or agent with
respect to only
such Series, for satisfaction of claims of any nature arising in
connection
with the affairs of the Trust. If any Shareholder, Trustee,
officer,
employee, or agent, as such, of the Trust, is made a party to any
suit or
proceeding to enforce any such liability of the Trust, he shall
not, on
account thereof, be held to any personal liability. The Trust
shall indemnify
and hold each Shareholder harmless from and against all claims and
liabilities, to which such Shareholder may become subject by
reason of his
being or having been a Shareholder, and shall reimburse such
Shareholder out
of the Trust Property for all legal and other expenses reasonably
incurred by
him in connection with any such claim or liability. The
indemnification and
reimbursement required by the preceding sentence shall be made
only out of
assets of the one or more Series whose Shares were held by said
Shareholder at
the time the act or event occurred which gave rise to the claim
against or
liability of said Shareholder. The rights accruing to a
Shareholder under
this Section 4.1 shall not impair any other right to which such
Shareholder
may be lawfully entitled, nor shall anything herein contained
restrict the
right of the Trust to indemnify or reimburse a Shareholder in any
appropriate
situation even though not specifically provided herein.
Section 4.2. Non-Liability of Trustees, Etc. No
Trustee, officer,
employee or agent of the Trust shall be liable to the Trust, its
Shareholders,
or to any Shareholder, Trustee, officer, employee or agent thereof
for any
action or failure to act (including without limitation the failure
to compel
in any way any former or acting Trustee to redress any breach of
trust) except
for his own bad faith, willful misfeasance, gross negligence or
reckless
disregard of the duties involved in the conduct of his office.
Section 4.3. Mandatory Indemnification.
(a) Subject to the exceptions and limitations
contained in
paragraph (b) below:
(i) every person who is, or has been, a Trustee or officer of
the Trust
shall be indemnified by the Trust, or by one or more Series
thereof if the
claim arises from his or her conduct with respect to only such
Series, to the
fullest extent permitted by the law against all liability and
against all
expenses reasonably incurred or paid by him in connection with any
claim,
action, suit or proceeding in which he becomes involved as a party
or
otherwise by virtue of his being or having been a Trustee or
officer and
against amounts paid or incurred by him in the settlement thereof;
(ii) the words "claim", "action", "suit", or "proceeding" shall
apply to all
claims, actions, suits or proceedings (civil, criminal, or other,
including
appeals), actual or threatened; and the words "liability" and
"expenses" shall
include, without limitation, attorneys' fees, costs, judgments,
amounts paid
in settlement, fines, penalties and other liabilities.
(b) No indemnification shall be provided
hereunder to a
Trustee or officer:
(i) against any liability to the Trust, a Series thereof or the
Shareholders
by reason of willful misfeasance, bad faith, gross negligence, or
reckless
disregard of the duties involved in the conduct of his office;
(ii) with respect to any matter as to which he shall have been
finally
adjudicated not to have acted in good faith in the reasonable
belief that his
action was in the best interest of the Trust or a Series thereof;
(iii) in the event of a settlement or other disposition not
involving a final
adjudication as provided in paragraph (b) (ii) resulting in a
payment by a
Trustee or officer, unless there has been a determination that
such Trustee or
officer did not engage in willful misfeasance, bad faith, gross
negligence or
reckless disregard of the duties involved in the conduct of his
office:
(A) by the court or other body approving the settlement or other
disposition; or
(B) based upon a review of readily available facts (as opposed
to a full
trial-type inquiry) by (x) vote of a majority of the Non-
interested Trustees
acting on the matter (provided that a majority of the Non-
Interested Trustees
then in office act on the matter) or (y) written opinion of
independent legal
counsel.
(c) The rights of indemnification herein
provided may be
insured against by policies maintained by the Trust, shall be
severable, shall
not affect any other rights to which any other Trustee or officer
may now or
hereafter be entitled, shall continue as to a person who has
ceased to be such
Trustee or officer, shall inure to the benefit of the heirs,
executors,
administrators and assigns of such a person. Nothing contained
herein shall
affect any rights to indemnification to which personnel of the
Trust other
than Trustees and officers may be entitled by contract or
otherwise under law.
(d) Expenses of preparation and presentation
of a defense
to any claim, action, suit or proceeding of the character
described in
paragraph (a) of this Section 4.3 may be advanced by the Trust or
a Series
thereof prior to final disposition thereof upon receipt of an
undertaking by
or on behalf of the recipient to repay such amount if it is
ultimately
determined that he is not entitled to indemnification under this
Section 4.3,
provided that either:
(i) such undertaking is secured by surety bond or some other
appropriate
security provided by the recipient, or the Trust or Series thereof
shall be
insured against losses arising out of any such advances; or
(ii) a majority of the Non-interested Trustees acting on the
matter (provided
that a majority of the Non-interested Trustees act on the matter)
or an
independent legal counsel in a written opinion shall determine,
based upon a
review of readily available facts (as opposed to a full trial-type
inquiry)
that there is reason to believe that the recipient ultimately will
be found
entitled to indemnification.
As used in this section 4.3, a "Non-interested Trustee" is
one who is
not (i) an "Interested Person" of the Trust (including anyone who
has been
exempted from being an "Interested Person" by any rule,
regulation, or order
of the Commission), or (ii) involved in the claim, action, suit or
proceeding.
Section 4.4. No Bond Required of Trustees. No Trustee
shall be
obligated to give any bond or other security for the performance
of any of his
duties hereunder.
Section 4.5. No Duty of Investigation; Notice in Trust
Instruments,
Etc. No purchaser, lender, transfer agent or other Person dealing
with the
Trustees or any officer, employee or agent of the Trust or a
Series thereof
shall be bound to make any inquiry concerning the validity of any
transaction
purporting to be made by the Trustees or by said officer, employee
or agent or
be liable for the application of money or property paid, loaned,
or delivered
to or on the order of the Trustees or of said officer, employee or
agent.
Every obligation, contract, instrument, certificate, Share, other
security of
the Trust or a Series thereof or undertaking, and every other act
or thing
whatsoever executed in connection with the Trust shall be
conclusively
presumed to have been executed or done by the executors thereof
only in their
capacity as Trustees under this Declaration or in their capacity
as officers,
employees or agents of the Trust or a Series thereof. Every
written
obligation, contract, instrument, certificate, Share, other
security of the
Trust or a Series thereof or undertaking made or issued by the
Trustees may
recite that the same is executed or made by them not individually,
but as
Trustees under the Declaration, and that the obligations of the
Trust or a
Series thereof under any such instrument are not binding upon any
of the
Trustees or Shareholders individually, but bind only the Trust
Property or the
Trust Property of the applicable Series, and may contain any
further recital
which they may deem appropriate, but the omission of such recital
shall not
operate to bind the Trustees individually. The Trustees shall at
all times
maintain insurance for the protection of the Trust Property or the
Trust
Property of the applicable Series, its Shareholders, Trustees,
officers,
employees and agents in such amount as the Trustees shall deem
adequate to
cover possible tort liability, and such other insurance as the
Trustees in
their sole judgment shall deem advisable.
Section 4.6. Reliance on Experts, Etc. Each Trustee,
officer or
employee of the Trust or a Series thereof shall, in the
performance of his
duties, be fully and completely justified and protected with
regard to any act
or any failure to act resulting from reliance in good faith upon
the books of
account or other records of the Trust or a Series thereof, upon an
opinion of
counsel, or upon reports made to the trust or a Series thereof by
any of its
officers or employees or by the Investment Advisor, the
Distributor, Transfer
Agent, selected dealers, accountants, appraisers or other experts
or
consultants selected with reasonable care by the Trustees,
officers or
employees of the Trust, regardless of whether such counsel or
expert may also
be a Trustee.
ARTICLE V
SHARES OF BENEFICIAL INTEREST
Section 5.1. Beneficial Interest. The interest of the
beneficiaries hereunder shall be divided into transferable shares
of
beneficial interest, par value $ .001 per share. The Trustees
shall have the
authority to establish and designate one or more Series of shares
and one or
more Classes thereof as provided in Section 5.11 hereof. The
number of shares
of beneficial interest authorized hereunder is unlimited. All
shares issued
hereunder including, without limitation, Shares issued in
connection with a
dividend in Shares or a split of Shares, shall be fully paid and
non-
assessable.
Section 5.2. Rights of Shareholders. The ownership of
the Trust
Property of every description and the right to conduct any
business
hereinbefore described are vested exclusively in the Trustees, and
the
Shareholders shall have no interest therein other than the
beneficial interest
conferred by their Shares, and they shall have no right to call
for any
partition or division of any property, profits, rights or
interests of the
Trust nor can they be called upon to share or assume any losses of
the Trust
or suffer an assessment of any kind by virtue of their ownership
of Shares.
The Shares shall be personal property giving only the rights
specifically set
forth in this Declaration. The Shares shall not entitle the
holder to
preference, preemptive, appraisal, conversion or exchange rights,
except as
the Trustees may determine with respect to any Series of Shares.
Section 5.3. Trust Only. It is the intention of the
Trustees to
create only the relationship of Trustee and beneficiary between
the Trustees
and each Shareholder from time to time. It is not the intention
of the
Trustees to create a general partnership, limited partnership,
joint stock
association, corporation, bailment or any form of legal
relationship other
than a trust. Nothing in this Declaration of Trust shall be
construed to make
the Shareholders, either by themselves or with the Trustees,
partners or
members of a joint stock association.
Section 5.4 Issuance of Shares. The Trustees in their
discretion may,
from time to time without vote of the shareholders, issue Shares,
in addition
to the then issued and outstanding Shares and Shares held in the
treasury, to
such party or parties and for such amount and type of
consideration including
cash or property, at such time or times and on such terms as the
Trustees may
deem best, and may in such manner acquire other assets (including
the
acquisition of assets subject to, and in connection with the
assumption of,
liabilities) and businesses. In connection with any issuance of
Shares, the
Trustees may issue fractional Shares and Shares held in the
treasury. The
Trustees may from time to time divide or combine the Shares of the
Trust or,
if the Shares be divided into Series, of any Series of the Trust,
into a
greater or lesser number without thereby changing the
proportionate beneficial
interests in the Trust or in the Trust Property allocated or
belonging to such
Series. Contributions to the Trust or Series thereof may be
accepted for, and
Shares shall be redeemed as, whole Shares and/or 1/1,000ths of a
Share or
integral multiples thereof.
Section 5.5. Register of Shares. A register shall be
kept at the
principal office of the Trust or an office of the Transfer Agent
which shall
contain the names and addresses of the Shareholders and the number
of Shares
held by them respectively and a record of all transfers thereof.
Such
register shall be conclusive as to who are the holders of the
Shares and who
shall be entitled to receive dividends or distributions or
otherwise to
exercise or enjoy the rights of Shareholders. No Shareholder
shall be
entitled to receive payment of any dividend or distribution, nor
to have
notice given to him herein or in the By-Laws provided, until he
has given his
address to the Transfer Agent or such other officer or agent of
the Trustees
as shall keep the said register for entry thereon. It is not
contemplated
that certificates will be issued for the Shares; however, the
Trustees, in
their discretion, may authorize the issuance of share certificates
and
promulgate appropriate rules and regulations as to their use.
Section 5.6. Transfer of Shares. Shares shall be
transferable on
the records of the Trust only by the record holder thereof or by
his agent
thereunto duly authorized in writing, upon delivery to the
Trustees or the
Transfer Agent of a duly executed instrument of transfer, together
with such
evidence of the genuineness of each such execution and
authorization and of
other matters as may reasonably be required. Upon such delivery
the transfer
shall be recorded on the register of the Trust. Until such record
is made,
the Shareholder of record shall be deemed to be the holder of such
Shares for
all purposes hereunder and neither the Trustees nor any transfer
agent or
registrar nor any officer, employee or agent of the Trust shall be
affected by
any notice of the proposed transfer.
Any person becoming entitled to any Shares in consequence of
the death,
bankruptcy, or incompetence of any Shareholder, or otherwise by
operation of
law, shall be recorded on the register of Shares as the holder of
such Shares
upon production of the proper evidence thereof to the Trustees or
the Transfer
Agent, but until such record is made, the Shareholder of record
shall be
deemed to be the holder of such Shares for all purposes hereunder
and neither
the Trustees nor any Transfer Agent or registrar nor any officer
or agent of
the Trust shall be affected by any notice of such death,
bankruptcy or
incompetence, or other operation of law.
Section 5.7. Notices. Any and all notices to which any
Shareholder
may be entitled and any and all communications shall be deemed
duly served or
given if mailed, postage pre-paid, addressed to any Shareholder of
record at
his last known address as recorded on the register of the Trust.
Section 5.8. Treasury Shares. Shares held in the
treasury shall,
until resold pursuant to Section 5.4, not confer any voting rights
on the
Trustees, nor shall such Shares be entitled to any dividends or
other
distributions declared with respect to the Shares.
Section 5.9. Voting Powers. The Shareholders shall
have power to
vote only (i) for the election of Trustees as provided in Section
2.12; (ii)
with respect to any investment advisory contract entered into
pursuant to
Section 3.2; (iii) with respect to termination of the Trust or a
Series
thereof as provided in Section 8.2; (iv) with respect to any
amendment of this
Declaration to the extent and as provided in Section 8.3; (v) with
respect to
any merger, consolidation or sale of assets as provided in Section
8.4; (vi)
with respect to incorporation of the Trust to the extent and as
provided in
Section 8.5; (vii) to the same extent as the stockholders of a
Massachusetts
business corporation as to whether or not a court action,
proceeding or claim
should or should not be brought or maintained derivatively or as a
class
action on behalf of the Trust or a Series thereof or the
Shareholders of
either; (viii) with respect to any plan adopted pursuant to Rule
12b-1 (or any
successor rule) under the 1940 Act, and related matters; and (ix)
with respect
to such additional matters relating to the Trust as may be
required by this
Declaration, the By-Laws or any registration of the Trust as an
investment
company under the 1940 Act with the Commission (or any successor
agency) or as
the Trustees may consider necessary or desirable. Each whole
Share shall be
entitled to one vote as to any matter on which it is entitled to
vote and each
fractional Share shall be entitled to a proportionate fractional
vote. On any
matter submitted to Shareholders all shares shall be voted in the
aggregate
and not by individual Series except (1) when required by the 1940
Act or any
rule thereunder Shares shall be voted by individual Series or
Class and (2)
when the Trustees shall have determined that the matter affects
only the
interests of one or more Series or Classes thereof, then only the
Shareholders
of such Series or Classes thereof shall be entitled to vote
thereon. The
Trustees may, in conjunction with the establishment of any Series
or any
Classes of Shares, establish conditions under which the several
Series or
Classes of Shares shall have separate voting rights or no voting
rights.
There shall be no cumulative voting in the election of Trustees.
Until Shares
are issued, the Trustees may exercise all rights of Shareholders
and may take
any action required by law, this Declaration or the By-Laws to be
taken by
Shareholders. The By-Laws may include further provisions for
Shareholders'
votes and meetings and related matters.
Section 5.10. Meetings of Shareholders. Meetings of the
Shareholders of the Trust may be called at any time by the
Chairman of the
Board (if there be one) or the President, and shall be called by
the President
or the Secretary at the request, in writing or by resolution, of a
majority of
the Trustees, or at the written request of the holder or holders
of ten
percent (10%) or more of the total number or Shares then issued
and
outstanding of the Trust entitled to vote at such meeting.
Meetings of the
Shareholders of any Series of the Trust shall be called by the
President or
the Secretary at the written request of the holder or holders of
ten percent
(10%) or more of the total number of Shares then issued and
outstanding of
such Series of the Trust entitled to vote at such meeting. Any
such request
shall state the purpose of the proposed meeting.
Section 5.11. Series and Class Designation. The
Trustees, in their
discretion, may authorize the division of Shares into two or more
Series or
Classes thereof, and the different Series and Classes shall be
established and
designated, and the variations in the relative rights and
preferences as
between the different Series and Classes shall be fixed and
determined, by the
Trustees; provided that all Shares shall be identical except that
there may be
variations so fixed and determined between different Series or
Classes as to
investment objective, policies and restrictions, purchase price,
payment
obligations, distribution expenses, right of redemption, special
and relative
rights as to dividends and on liquidation, conversion rights,
exchange rights
and conditions under which the several Series or Classes shall
have separate
voting rights, all of which are subject to the limitations set
forth below.
All references to Shares in this Declaration shall be deemed to be
Shares of
any or all Series or Classes as the context may require.
Without limiting the authority of the Trustees to establish
and
designate any further Series or Classes of Shares, the Trustees
hereby
establish and designate one Series with one Class of Shares:
Pictet Global
Emerging Markets Fund. The Shares of such Series and any Shares
of any
further Series or Classes of Shares that may from time to time be
established
and designated by the Trustees shall (unless the Trustees
otherwise determine
with respect to some further Series or Class at the time of
establishing and
designating the same) be subject to the following provisions:
(a) The number of authorized Shares and the number of
Shares of each
Series or Class thereof that may be issued shall be unlimited.
The Trustees
may classify or reclassify any unissued Shares or any Shares
previously issued
and reacquired of any Series or Class into one or more Series or
one or more
Classes that may be established and designated from time to time.
The
Trustees may hold as treasury shares (of the same or some other
Series or
Class), reissue for such consideration and on such terms as they
may
determine, or cancel any Shares of any Series or Class reacquired
by the Trust
at their discretion from time to time.
(b) All consideration received by the Trust for the issue
or sale of
Shares of a particular Series or Class thereof, together with all
assets in
which such consideration is invested or reinvested, all income,
earnings,
profits 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
irrevocably belong to that Series for all purposes, subject only
to the rights
of creditors of such Series and except as may otherwise be
required by
applicable tax laws, and shall be so recorded upon the books of
account of the
Trust. In the event that there are any assets, income, earnings,
profits, and
proceeds thereof, funds, or payments which are not readily
identifiable as
belonging to any particular Series, the Trustees shall allocate
them among any
one or more of the Series established and designated from time to
time in such
a manner and on such basis as they, in their sole discretion, deem
fair and
equitable. Each such allocation by the Trustees shall be
conclusive and
binding upon the Shareholders of all Series and Classes for all
purposes. No
holder of Shares of any Series shall have any claim on or right to
any assets
allocated or belonging to any other Series.
(c) The assets belonging to each particular Series shall
be charged
with the liabilities of the Trust in respect of that Series or the
appropriate
Class or Classes thereof and all expenses, costs, charges and
reserves
attributable to that Series or Class or Classes thereof, and any
general
liabilities, expenses, costs, charges or reserves of the Trust
which are not
readily identifiable as belonging to any particular Series or
Class shall be
allocated and charged by the Trustees to and among any one or more
of the
Series or Classes 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. Each allocation of liabilities, expenses, costs,
charges and
reserves by the Trustees shall be conclusive and binding upon the
Shareholders
of all Series and Classes for all purposes. The Trustees shall
have full
discretion, to the extent not inconsistent with the 1940 Act, to
determine
which items are capital; and each such determination and
allocation shall be
conclusive and binding upon the Shareholders. The assets of a
particular
Series of the Trust shall, under no circumstances, be charged with
liabilities
attributable to any other Series or Class or Classes thereof of
the Trust.
All persons extending credit to, or contracting with or having any
claim
against a particular Series or Class thereof of the Trust shall
look only to
the assets of that particular Series for payment of such credit,
contract or
claim.
(d) The power of the Trustees to pay dividends and make
distributions
shall be governed by Section 7.2 of this Declaration with respect
to any
Series or Class which represents the interests in the assets of
the Trust
immediately prior to the establishment of two or more Series or
Classes. With
respect to any other Series or Class, dividends and distributions
on Shares of
a particular Series or Class 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 holders of Shares of that Series or
Class, from
such of the income and capital gains, accrued or realized, from
the assets
belonging to that Series, as the Trustees may determine after
providing for
actual and accrued liabilities belonging to that Series or Class.
All
dividends and distributions on Shares of a particular Series or
Class shall be
distributed pro rata to the Shareholders of that Series or Class
in proportion
to the number of Shares of that Series or Class held by such
Shareholders at
the time of record established for the payment of such dividends
or
distribution.
(e) Each Share of a Series of the Trust shall represent a
beneficial
interest in the net assets of such Series. Each holder of Shares
of a Series
or Class thereof shall be entitled to receive his pro rata share
of
distributions of income and capital gains made with respect to
such Series or
Class thereof. Upon redemption of his Shares or indemnification
for
liabilities incurred by reason of his being or having been a
Shareholder of a
Series or Class thereof, such Shareholder shall be paid solely out
of the
funds and property of such Series of the Trust. Upon liquidation
or
termination of a Series or Class thereof of the Trust,
Shareholders of such
Series or Class thereof shall be entitled to receive a pro rata
share of the
net assets of such Series. A Shareholder of a particular Series
of the Trust
shall not be entitled to participate in a derivative or class
action on behalf
of any other Series or the Shareholders of any other Series of the
Trust.
(f) Subject to compliance with the requirements of the
1940 Act, the
Trustees shall have the authority to provide that the holders of
Shares of any
Series or Class shall have the right to convert or exchange said
Shares into
Shares of one or more Series or Classes of Shares in accordance
with such
requirements and procedures as may be established by the Trustees.
The establishment and designation of any additional Series
or Classes of
Shares shall be effective upon the execution by a majority of the
then
Trustees of an instrument setting forth such establishment and
designation and
the relative rights and preferences of such Series or Classes, or
as otherwise
provided in such instrument. At any time that there are no Shares
outstanding
of any particular Series or Class previously established and
designated, the
Trustees may by an instrument executed by a majority of their
number abolish
that Series or Class and the establishment and designation
thereof. Each
instrument referred to in this section shall have the status of an
amendment
to this Declaration.
ARTICLE VI
REDEMPTION AND REPURCHASE OF SHARES
Section 6.1. Redemption of Shares. All Shares of the
Trust shall
be redeemable at the redemption price determined in the manner set
out in this
Declaration. Redeemed or repurchased Shares may be resold by the
Trust.
The Trust shall redeem the Shares of the Trust or any Series
or Class
thereof at the price determined as hereinafter set forth, upon
appropriately
verified written application of the record holder thereof (or upon
such other
form of request as the Trustees may determine) at such office or
agency as may
be designated from time to time for that purpose by the Trustees.
The
Trustees may from time to time specify additional conditions, not
inconsistent
with the 1940 Act, regarding the redemption of Shares in the
Trust's then
effective prospectus under the Securities Act of 1933.
Section 6.2. Price. Shares shall be redeemed at their
net asset
value determined as set forth in Section 7.1 hereof as of such
time as the
Trustees shall have theretofore prescribed by resolution. In
absence of such
resolution, the redemption price of Shares deposited shall be the
net asset
value of such Shares next determined as set forth in Section 7.1
hereof after
receipt of such application.
Section 6.3. Payment. Payment of the redemption price
of Shares of
the Trust or any Series or Class thereof shall be made in cash or
in property
to the Shareholder at such time and in the manner, not
inconsistent with the
1940 Act or other applicable laws, as may be specified from time
to time in
the Trust's then effective prospectus under the Securities Act of
1933,
subject to the provisions of Section 6.4 hereof.
Section 6.4. Effect of Suspension of Determination of
Net Asset
Value. If, pursuant to Section 6.9 hereof, the Trustees shall
declare a
suspension of the determination of net asset value with respect to
Shares of
the Trust or any Series or Class thereof, the rights of
Shareholder (including
those who shall have applied for redemption pursuant to Section
6.1 hereof but
who shall not yet have received payment) to have Shares redeemed
and paid for
by the Trust or a Series or Class thereof shall be suspended until
the
termination of such suspension is declared. Any record holder who
shall have
his redemption right so suspended may, during the period of such
suspension,
by appropriate written notice of revocation at the office or
agency where
application was made, revoke any application for redemption not
honored and
withdraw any certificates on deposit. The redemption price of
Shares for
which redemption applications have not been revoked shall be the
net asset
value of such Shares next determined as set forth in Section 7.1
after the
termination of such suspension, and payment shall be made within
seven (7)
days after the date upon which the application was made plus the
period after
such application during which the determination of net asset value
was
suspended.
Section 6.5. Repurchase by Agreement. The Trust may
repurchase
Shares directly, or through the Distributor or another agent
designated for
the purpose, by agreement with the owner thereof at a price not
exceeding the
net asset value per share determined as of the time when the
purchase or
contract of purchase is made or the net asset value as of any time
which may
be later determined pursuant to Section 7.1 hereof, provided
payment is not
made for the Shares prior to the time as of which such net asset
value is
determined.
Section 6.6. Redemption of Shareholder's Interest. The
Trust shall
have the right at any time without prior notice to the Shareholder
to redeem
Shares of any Shareholder for the then current net asset value per
Share if at
such time the Shareholder owns Shares of any Series or Class
having an
aggregate net asset value per Series or Class of less than
$100,000 subject to
such terms and conditions as the Trustees may approve, and subject
to the
Trust's giving general notice to all Shareholders of its intention
to avail
itself of such right, either by publication in the Trust's
prospectus, if any,
or by such other means as the Trustees may determine.
Section 6.7. Redemption of Shares in Order to Qualify
as Regulated
Investment Company; Disclosure of Holding. If the Trustees shall,
at any time
and in good faith, be of the opinion that direct or indirect
ownership of
Shares or other securities of the Trust has or may become
concentrated in any
Person to an extent which would disqualify the Trust or any Series
of the
Trust as a regulated investment company under the Internal Revenue
Code, then
the Trustees shall have the power by lot or other means deemed
equitable by
them (i) to call for the redemption by any such Person a number,
or principal
amount, of Shares or other securities of the Trust or any Series
of the Trust
sufficient to maintain or bring the direct or indirect ownership
of Shares or
other securities of the Trust or any Series of the Trust into
conformity with
the requirements for such qualification and (ii) to refuse to
transfer or
issue Shares or other securities of the Trust or any Series of the
Trust to
any Person whose acquisition of the Shares or other securities of
the Trust or
any Series of the Trust in question would result in such
disqualification.
The redemption shall be effected at the redemption price and in
the manner
provided in Section 6.1.
The holders of Shares or other securities of the Trust shall
upon demand
disclose to the Trustees in writing such information with respect
to direct
and indirect ownership of Shares or other securities of the Trust
as the
Trustees deem necessary to comply with the provisions of the
Internal Revenue
Code, or to comply with the requirements of any other taxing
authority.
Section 6.8. Reductions in number of Outstanding Shares
pursuant to
Net Asset Value Formula. The Trust may also reduce the number of
outstanding
Shares of the Trust or of any Series of the Trust pursuant to the
provisions
of Section 7.3.
Section 6.9. Suspension of Right of Redemption. The
Trust may
declare a suspension of the right of redemption or postpone the
date of
payment or redemption for the whole or any part of any period (i)
during which
the New York Stock Exchange is closed other than customary weekend
and holiday
closings, (ii) during which trading on the New York Stock Exchange
is
restricted, (iii) during which an emergency exists as a result of
which
disposal by the Trust or a Series thereof of securities owned by
it is not
reasonably practicable or it is not reasonably practicable for the
Trust or a
Series thereof fairly to determine the value of its net assets, or
(iv) during
any other period when the Commission may for the protection of
Shareholders of
the Trust by order permit suspension of the right of redemption or
postponement of the date of payment or redemption; provided that
applicable
rules and regulations of the Commission shall govern as to whether
the
conditions prescribed in (ii), (iii), or (iv) exist. Such
suspension shall
take effect at such time as the Trust shall specify but not later
than the
close of business on the business day next following the
declaration of
suspension, and thereafter there shall be no right of redemption
or payment on
redemption until the Trust shall declare the suspension at an end,
except that
the suspension shall terminate in any event on the first day on
which said
stock exchange shall have reopened or the period specified in (ii)
or (iii)
shall have expired (as to which in the absence of an official
ruling by the
Commission, the determination of the Trust shall be conclusive).
In the case
of a suspension of the right of redemption, a Shareholder may
either withdraw
his request for redemption or receive payment based on the net
asset value
extending after the termination of the suspension.
ARTICLE VII
DETERMINATION OF NET ASSET VALUE, NET INCOME AND DISTRIBUTIONS
Section 7.1. Net Asset Value. The value of the assets
of the Trust
or of any Series of the Trust may be determined on the basis of
the amortized
cost of such securities, by appraisal of the securities owned by
the Trust or
any Series of the Trust, or by such other method as shall be
deemed to reflect
the fair value thereof, determined in good faith by or under the
direction of
the Trustees. From the total value of said assets, there shall be
deducted
all indebtedness, interest, taxes, payable or accrued, including
estimated
taxes on unrealized book profits, expenses and management charges
accrued to
the appraisal date, net income determined and declared as a
distribution and
all other items in the nature of liabilities which shall be deemed
appropriate, as incurred by or allocated to any Series or Class of
the Trust.
The resulting amount which shall represent the total net assets of
the Trust,
Series or Class thereof shall be divided by the number of Shares
of the Trust,
Series or Class thereof outstanding at the time and the quotient
so obtained
shall be deemed to be the net asset value of the Shares of the
Trust, Series
or Class thereof. The net asset value of the Shares shall be
determined at
least once on each business day, as of the close of the trading on
the New
York Stock Exchange or as such other time or times as the Trustees
shall
determine. The power and duty to make the daily calculations may
be delegated
by the Trustees to the investment Advisor, the Custodian, the
Transfer Agent
or such other Person as the Trustees by resolution may determine.
The
Trustees may suspend the daily determination of net asset value to
the extent
permitted by the 1940 Act.
Section 7.2. Distributions to Shareholders. The
Trustees shall
from time to time distribute ratably among the Shareholders of the
Trust, a
Series or Class thereof such proportion of the net profits,
surplus (including
paid-in surplus), capital, or assets of the Trust or such Series
held by the
Trustees as they may deem proper. Such distributions may be made
in cash or
property (including without limitation any type of obligations of
the Trust,
Series or Class or any assets thereof), and the Trustees may
distribute
ratably among the Shareholders of the Trust or Series or Class
thereof
additional Shares of the Trust, Series or Class thereof issuable
hereunder in
such a manner, at such times, and on such terms as the Trustees
may deem
proper. Such distributions may be among the Shareholders of the
Trust, Series
or Class thereof at the time of declaring a distribution or among
the
Shareholders of the Trust, Series or Class thereof at such other
date or time
or dates or times as the Trustees shall determine. The Trustees
may in their
discretion determine that, solely for the purposes of such
distributions,
Outstanding Shares shall exclude Shares for which orders have been
placed
subsequent to a specified time on the date the distribution is
declared or on
the next preceding day if the distribution is declared as of a day
on which
Boston banks are not open for business, all as described in the
then effective
prospectus under the Securities Act of 1933. The Trustees may
always retain
from the net profits such amount as they may deem necessary to pay
the debts
or expenses of the Trust, a Series or Class thereof or to meet
obligations of
the Trust, Series or Class thereof, or as they may deem desirable
to use in
the conduct of its affairs or to retain for future requirements or
extensions
of the business. The Trustees may adopt and offer to Shareholders
such
dividend reinvestment plans, cash dividend payout plans or related
plans as
the Trustees shall deem appropriate. The Trustees may in their
discretion
determine that an account administration fee or other similar
charge may be
deducted directly from the income and other distributions paid on
Shares to a
Shareholder's account in each Series or Class.
Inasmuch as the computation of net income and gains for
Federal income
tax purposes may vary from the computation thereof on the books,
the above
provisions shall be interpreted to give the Trustees the power in
their
discretion to distribute for any fiscal year as ordinary dividends
and as
capital gains distributions, respectively, additional amounts
sufficient to
enable the Trust, a Series or Class thereof to avoid or reduce
liability for
taxes.
Section 7.3. Determination of Net Income; Constant Net
Asset Value;
Reduction of Outstanding Shares. Subject to Section 5.11 hereof,
the net
income of the Series and Classes thereof of the Trust shall be
determined in
such manner as the Trustees shall provide by resolution. Expenses
of the
Trust or of a Series or Class thereof, including the advisory or
management
fee, shall be accrued each day. Each Class shall bear only
expenses relating
to its Shares and an allocable portion of Series and Trust
expenses in
accordance with such policies as may be established by the
Trustees from time
to time and as are not inconsistent with the provisions of this
Declaration of
Trust or of any applicable document filed by the Trust with the
Commission or
of the Internal Revenue Code of 1986, as amended. Such net income
may be
determined by or under the direction of the Trustees as of the
close of
trading on the New York Stock Exchange on each day on which such
market is
open or as of such other time or times as the Trustees shall
determine, and,
except as provided herein, all the net income of any Series or
Class of the
Trust, as so determined, may be declared as a dividend on the
Outstanding
Shares of such Series or Class. If, for any reason, the net
income of any
Series or Class of the Trust determined at any time is a negative
amount, the
Trustees shall have the power with respect to such Series or Class
(i) to
offset each Shareholder's pro rata share of such negative amount
from the
accrued dividend account of such Shareholder, or (ii) to reduce
the number of
Outstanding Shares of such Series or Class by reducing the number
of Shares in
the account of such Shareholder by that number of full and
fractional Shares
which represents the amount of such excess negative net income, or
(iii) to
cause to be recorded on the books of the Trust an asset account in
the amount
of such negative net income, which account may be reduced by the
amount,
provided that the same shall thereupon become the property of the
Trust with
respect to such Series or Class and shall not be paid to any
Shareholder, of
dividends declared thereafter upon the Outstanding Shares of such
Series or
Class on the day such negative net income is experienced, until
such asset
account is reduced to zero; or (iv) to combine the methods
described in
clauses (i) and (ii) and (iii) of this sentence, in order to cause
the net
asset value per Share of such Series or Class to remain at a
constant amount
per Outstanding Share immediately after such determination and
declaration.
The Trustees shall also have the power to fail to declare a
dividend out of
the net income for the purpose of causing the net asset value per
Share to be
increased to a constant amount . The Trustees shall have full
discretion to
determine whether any cash or property received shall be treated
as income or
as principal and whether any item of expense shall be charged to
the income or
the principal account, and their determination made in good faith
shall be
conclusive upon the Shareholders. In the case of stock dividends
received,
the Trustees shall have full discretion to determine, in the light
of the
particular circumstances, how much if any of the value thereof
shall be
treated as income, the balance, if any, to be treated as
principal. The
Trustees shall not be required to adopt, but at any time may
adopt,
discontinue or amend the practice of maintaining the net asset
value per Share
of a Series at a constant amount.
Section 7.4. Power to Modify Foregoing Procedures.
Notwithstanding
any of the foregoing provisions of this Article VII, the Trustees
may
prescribe, in their absolute discretion, such other bases and
times for
determining the per Share net asset value of the Shares of the
Trust or a
Series or Class thereof, or the declaration and payment of
dividends and
distributions as they may deem necessary or desirable. Without
limiting the
generality of the foregoing, the Trustees may establish several
Series or
Classes of Shares in accordance with Section 5.11, and declare
dividends
thereon in accordance with Section 5.11(d).
ARTICLE VIII
DURATION; TERMINATION OF TRUST OR A SERIES; AMENDMENT; MERGERS,
ETC.
Section 8.1. Duration. The Trust shall continue
without limitation
of time but subject to the provisions of this Article VIII.
Section 8.2 Termination of the Trust, a Series or a Class.
(a) The
Trust, or any Series or Class thereof may be terminated by (i) the
affirmative
vote of the holders of not less than two-thirds of the Shares
outstanding and
entitled to vote at any meeting of Shareholders of the Trust or
the
appropriate Series or Class thereof or (ii) an instrument in
writing signed by
a majority of the Trustees, stating that a majority of the
Trustees has
determined that the continuation of the Trust, the Series or Class
thereof is
not in the best interest of such Series or Class, the Trust or
their
respective shareholders as a result of such factors or events
adversely
affecting the ability of such Series or Class or the Trust to
conduct its
business and operations in an economically viable manner. Such
factors and
events may include, but are not limited to, the inability of a
Series or Class
of the Trust to maintain its assets at an appropriate size,
changes in laws or
regulations governing the Series or Class or the Trust or
affecting assets of
the type in which such Series or the Trust invests or economic
developments or
trends having a significant adverse impact on the business or
operations of
such Series or Class or the Trust. Upon the termination of the
Trust or the
Series or Class,
(i) The Trust or the Series or Class shall carry on no business
except for
the purpose of winding up its affairs.
(ii) The Trustees shall proceed to wind up the affairs of the
Trust or the
Series or Class and all of the powers of the Trustees under this
Declaration
shall continue until the affairs of the Trust shall have been
wound up,
including the power to fulfill or discharge the contracts of the
Trust or the
Series, collect its assets, sell, convey, assign, exchange,
transfer or
otherwise dispose of all or any part of the remaining Trust
Property or Trust
Property allocated or belonging to such Series or Class to one or
more persons
at public or private sale for consideration which may consist in
whole or in
part of cash, securities or other property of any kind, discharge
or pay its
liabilities, and do all other acts appropriate to liquidate its
business;
provided that any sale, conveyance, assignment, exchange, transfer
or other
disposition of all or substantially all the Trust Property or
Trust Property
allocated or belonging to such Series or Class (other than as
provided in
(iii) below) shall require Shareholder approval in accordance with
Section 8.4
hereof.
(iii) After paying or adequately providing for the payment of all
liabilities,
and upon receipt of such releases, indemnities and refunding
agreements as
they deem necessary for their protection, the Trustees may
distribute the
remaining Trust Property or the remaining property of the
terminated Series or
Class, in cash or in kind or partly each, among the Shareholders
of the Trust
or the Series or Class according to their respective rights.
(b) After termination of the Trust or the Series or Class
and
distribution to the Shareholders as herein provided, a majority of
the
Trustees shall execute and lodge among the records of the Trust
and file with
the Secretary of The Commonwealth of Massachusetts an instrument
in writing
setting forth the fact of such termination, and the Trustees shall
thereupon
be discharged from all further liabilities and duties with respect
to the
Trust or the terminated Series or Class, and the rights and
interests of all
Shareholders of the Trust or the terminated Series or Class shall
thereupon
cease.
Section 8.3. Amendment Procedure. (a) This Declaration
may be
amended by a vote of the holders of a majority of the Shares
outstanding and
entitled to vote or by any instrument in writing, without a
meeting, signed by
a majority of the Trustees and consented to by the holders of a
majority of
the Shares outstanding and entitled to vote. The Trustees may
amend this
Declaration without the vote or consent of Shareholders so long as
such
amendment does not materially adversely affect the rights of
Shareholders.
(b) No amendment may be made under this Section 8.3 which
would change
any rights with respect to any Shares of the Trust or Series or
Class thereof
by reducing the amount payable thereon upon liquidation of the
Trust or Series
or Class thereof or by diminishing or eliminating any voting
rights pertaining
thereto, except with the vote or consent of the holders of two-
thirds of the
Shares of the Trust or such Series or Class outstanding and
entitled to vote.
Nothing contained in this Declaration shall permit the amendment
of this
Declaration to impair the exemption from personal liability of the
Shareholder, Trustees, officers, employees and agents of the Trust
or to
permit assessments upon Shareholders.
(c) A certificate signed by a majority of the Trustees
setting forth
an amendment and reciting that it was duly adopted by the
Shareholders or by
the Trustees as aforesaid or a copy of the Declaration, as
amended, and
executed by a majority of the Trustees, shall be conclusive
evidence of such
amendment when lodged among the records of the Trust.
Section 8.4. Merger, Consolidation and Sale of Assets.
The Trust
or any Series thereof may merge or consolidate with any other
corporation,
association, trust or other organization or may sell, lease or
exchange all or
substantially all of the Trust Property or Trust Property
allocated or
belonging to such Series, including its good will, upon such terms
and
conditions and for such consideration when and as authorized at
any meeting of
Shareholders called for the purpose by the affirmative vote of the
holders of
two-thirds of the Shares of the Trust or such Series outstanding
and entitled
to vote, or by an instrument or instruments in writing without a
meeting,
consented to by the holders of two-thirds of the Shares of the
Trust or such
Series; provided, however, that, if such merger, consolidation,
sale, lease or
exchange is recommended by the Trustees, the vote or written
consent of the
holders of a majority of the Shares of the Trust or such Series
outstanding
and entitled to vote shall be sufficient authorization; and any
such merger,
consolidation, sale, lease or exchange shall be deemed for all
purposes to
have been accomplished under and pursuant to Massachusetts law.
Section 8.5. Incorporation. With the approval of the
holders of a
majority of the shares of the Trust or a Series thereof
outstanding and
entitled to vote, the Trustees may cause to be organized or assist
in
organizing a corporation or corporations under the laws of any
jurisdiction or
any other trust, partnership, association or other organization to
take over
all of the Trust Property or the Trust Property allocated or
belonging to such
Series or to carry on any business in which the Trust shall
directly or
indirectly have any interest, and to sell, convey and transfer the
Trust
Property or the Trust Property allocated or belonging to such
Series to any
such corporation, trust, association or organization in exchange
for the
shares or securities thereof or otherwise, and to lend money to,
subscribe for
the shares or securities of, and enter into any contracts with any
such
corporation, trust, partnership, association or organization, or
any
corporation, partnership, trust, association or organization in
which the
Trust or such Series holds or is about to acquire shares or any
other
interest. The Trustees may also cause a merger or consolidation
between the
Trust or any successor thereto and any such corporation, trust,
partnership,
association or other organization if and to the extent permitted
by law, as
provided under the law then in effect. Nothing contained herein
shall be
construed as requiring approval of Shareholders for the Trustees
to organize
or assist in organizing one or more corporations, trusts,
partnerships,
associations or other organizations and selling, conveying or
transferring a
portion of the Trust Property to such organization or entities.
ARTICLE IX
REPORTS TO SHAREHOLDERS
The Trustees shall at least semi-annually submit to the
Shareholders of
each Series a written financial report of the transactions of the
Trust,
including financial statements which shall at least annually be
certified by
independent public accountants.
ARTICLE X
MISCELLANEOUS
Section 10.1. Execution and Filing. This Declaration
and any
amendment hereto shall be filed in the office of the Secretary of
The
Commonwealth of Massachusetts and in such other places as may be
required
under the laws of Massachusetts and may also be filed or recorded
in such
other places as the Trustees deem appropriate. Each amendment so
filed shall
be accompanied by a certificate signed and acknowledged by a
Trustee, or in
the alternative by the Secretary or Assistant Secretary of the
Trust, stating
that such action was duly taken in a manner provided herein, and
unless such
amendment or such certificate sets forth some later time for the
effectiveness
of such amendment, such amendment shall be effective upon its
execution. A
restated Declaration, integrating into a single instrument all of
the
provisions of the Declaration which are then in effect and
operative, may be
executed from time to time by a majority of the Trustees and filed
with the
Secretary of The Commonwealth of Massachusetts. A restated
Declaration shall,
upon execution, be conclusive evidence of all amendments contained
therein and
may hereafter be referred to in lieu of the original Declaration
and the
various amendments thereto.
Section 10.2. Governing Law. This Declaration is
executed by the
Trustees and delivered in The Commonwealth of Massachusetts and
with reference
to the laws thereof, and the rights of all parties and the
validity and
construction of every provision hereof shall be subject to and
construed
according to the laws of said State.
Section 10.3. Counterparts. This Declaration may be
simultaneously
executed in several counterparts, each of which shall be deemed to
be an
original, and such counterparts, together, shall constitute one
and the same
instrument, which shall be sufficiently evidenced by any such
original
counterpart.
Section 10.4. Reliance by Third Parties. Any
certificate executed
by an individual who, according to the records of the Trust
appears to be a
Trustee hereunder, certifying (a) the number or identity of
Trustees or
Shareholders, (b) the due authorization of the execution of any
instrument or
writing, (c) the form of any vote passed at a meeting of Trustees
or
Shareholders, (d) the fact that the number of trustees or
Shareholders present
at any meeting or executing any written instrument satisfies the
requirements
of this Declaration, (e) the form of any By-Laws adopted by or the
identity of
any officers elected by the Trustees, or (f) the existence of any
fact or
facts which in any manner relate to the affairs of the Trust,
shall be
conclusive evidence as to the matters so certified in favor of any
Person
dealing with the Trustees and their successors.
Section 10.5. Provisions in Conflict with Law or
Regulations. (a)
The provisions of this Declaration are severable, and if the
Trustees shall
determine, with the advice of counsel, that any of such provisions
is in
conflict with the 1940 Act, the regulated investment company
provisions of the
Internal Revenue Code or with other applicable laws and
regulations, the
conflicting provision shall be deemed never to have constituted a
part of this
Declaration; provided, however, that such determination shall not
affect any
of the remaining provisions of this Declaration or render invalid
or improper
any action taken or omitted prior to such determination.
(b) If any provision of this Declaration shall be held
invalid or
unenforceable in any jurisdiction, such invalidity or
unenforceability shall
attach only to such provision in such jurisdiction and shall not
in any manner
affect such provisions in any other jurisdiction or any other
provision of
this Declaration in any jurisdiction.
IN WITNESS WHEREOF, the undersigned have executed this
instrument this
23rd day of May, 1995.
/s/ Patricia L. Bickimer
Patricia L. Bickimer, as Trustee and not individually
/s/ Richard W. Ingram
Richard W. Ingram, as Trustee and not individually
COMMONWEALTH OF MASSACHUSETTS
SUFFOLK COUNTY MASSACHUSETTS
May 23, 1995
Then personally appeared the above-named persons who
acknowledged the
foregoing instrument to be their free act and deed.
Before me,
/s/ Jerry l. Grisham
Notary Public
My commission expires:
My Commission expires June 8, 2001
The address of the Trust is:
One Exchange Place
Boston, MA 02109
The addresses of the Trustees are:
Patricia L. Bickimer
One Exchange Place
Boston, MA 02109
Richard W. Ingram
One Exchange Place
Boston, MA 02109
PANORAMA TRUST
(formerly Pictet Series Trust)
AMENDMENT NO. 1 TO THE DECLARATION OF TRUST
(Change of Name of the Trust)
The undersigned, Secretary and Treasurer of Panorama Trust
(the "Trust"), does hereby certify
that pursuant to Article I, Section 1.1 of the Declaration of
Trust dated May 23, 1995, the following
votes were adopted by the Board of Trustees by unanimous writtten
consent on this 8th day of June
1995:
VOTED: That the name of the Trust previously established and
designated pursuant to the
Trust's Declaration of Trust be modified and amended as set forth
below:
Current Name: Name as Amended:
Pictet Series Trust Panorama Trust
; and further
VOTED: That the appropriate officers of the Trust be, and
each hereby is, authorized to execute
and file any notices required to be filed reflecting the change;
to execute an amendment
to the Trust's Declaration of Trust reflecting the foregoing
change; and to execute and
file all requisite certificates, documents and instruments and to
take such other actions
required to cause said amendment to become effective and to pay
all requisite fees and
expenses incident thereto.
IN WITNESS WHEREOF, the undersigned has hereunto set her
hand this 8th day of June,
1995.
/s/ Patricia L. Bickimer
Patricia L. Bickimer
Secretary and Treasurer
PANORAMA TRUST
ESTABLISHMENT AND DESIGNATION OF ADDITIONAL SERIES
The undersigned, being all the Trustees of Panorama Trust
(the "Trust"), hereby certify
that pursuant to Article V, Section 5.11 of the Trust's
Declaration of Trust (the "Declaration
of Trust") dated May 23, 1995, the following votes were duly
adopted by the majority of the
Trustees of the Trust at a Board meeting held on December 8, 1995:
VOTED: That the Declaration of Trust is hereby amended so as
to establish and
designate a new Series of the Trust, such Series to be known as
"Pictet
International Small Company Fund", and that the number of shares
of
such Series which the Trust is authorized to issue is an unlimited
number
of shares of beneficial interest, all without par value, with the
shares of
such Series having such relative rights and preferences as set
forth in the
Declaration of Trust for separate Series; and further
VOTED: That the appropriate officers of the Trust be, and
each hereby is,
authorized and empowered to execute all instruments and documents
and
to take all actions, including the filing of an Amendment to the
Trust's
Declaration of Trust with the Secretary of State of the
Commonwealth of
Massachusetts and the Clerk of the City of Boston, Massachusetts,
as
they or any one of them in his or her sole discretion deems
necessary or
appropriate to carry out the intents and purposes of the foregoing
vote.
IN WITNESS WHEREOF, the undersigned has executed this amendment as
of this 8th day of
December, 1995.
/s/ Jean G. Pilloud /s/ Bruce W. Schnitzer
(Jean G. Pilloud) (Bruce W. Schnitzer)
/s/ Jean-Francois Demole /s/ David J. Callard
(Jean-Francois Demole) (David J. Callard)
/s/ Jeffrey P. Somers, Esq.
(Jeffrey P. Somers, Esq.)
BY-LAWS
OF
PICTET SERIES TRUST
TABLE OF CONTENTS
Page
ARTICLE I - DEFINITIONS 1
ARTICLE II - OFFICES 1
Section 1. Principal Office 1
Section 2. Other Offices 1
ARTICLE III - SHAREHOLDERS 1
Section 1. Meetings 1
Section 2. Notice of Meetings 1
Section 3. Record date for Meetings and Other
Purposes 2
Section 4. Proxies 2
Section 5. Inspection of Records 2
Section 6. Action without Meeting 2
ARTICLE IV - TRUSTEES 2
Section 1. Meetings of the Trustees 2
Section 2. Quorum and Manner of Acting 3
ARTICLE V - COMMITTEES 3
Section 1. Executive and Other Committees 3
Section 2. Meetings, Quorum and Manner of Acting
3
ARTICLE VI - OFFICERS 4
Section 1. General Provisions 4
Section 2. Term of Office and Qualifications 4
Section 3. Removal 4
Section 4. Powers and Duties of the Chairman 4
Section 5. Powers and Duties of the President 4
Section 6. Powers and Duties of the Vice Presidents
4
Section 7. Powers and Duties of the Chief Financial
Officer
5
Section 8. Powers and Duties of the Secretary 5
Section 9. Powers and Duties of Assistant Officers
5
Section 10. Powers and Duties of Assistant Secretaries
5
Section 11. Compensation of Officers and Trustees
and Members of Advisory Board 5
ARTICLE VII - FISCAL YEAR 5
ARTICLE VIII - SEAL 6
ARTICLE IX - SUFFICIENCY AND WAIVERS OF NOTICE 6
TABLE OF CONTENTS (continued)
Page
ARTICLE X - CUSTODY OF SECURITIES 6
Section 1. Employment of a Custodian 6
Section 2. Action Upon Termination of Custodian
Agreement 6
Section 3. Provisions of Custodian Contract 6
Section 4. Central Certificate System 7
Section 5. Acceptance of Receipts in Lieu of
Certificates 7
ARTICLE XI - AMENDMENTS 7
ARTICLE XII - MISCELLANEOUS 8
BY-LAWS
OF
PICTET SERIES TRUST
ARTICLE I
DEFINITIONS
The terms "By-Laws," "Commission," "Custodian,"
"Declaration,"
"Distributor," "Fund" or "Funds," "His," "Interested Person,"
"Investment
Adviser," "1940 Act," "Person," "Series," "Shareholder," "Shares,"
"Transfer
Agent," "Trust," "Trust Property," "Trustees," and "vote of a
majority of the
Share outstanding and entitles to vote," have the respective
meanings given
them in the Declaration of Trust of Pictet Series Trust.
ARTICLE II
OFFICES
Section 1. Principal Office. Until changed by the
Trustees, the
principal office of the Trust shall be One Exchange Place, Boston,
Massachusetts 02109.
Section 2. Other Offices. The Trust may have offices in
such other
places without as well as within the Commonwealth of Massachusetts
as the
Trustees may from time to time determine.
ARTICLE III
SHAREHOLDERS
Section 1. Meetings. Meetings of the Shareholders of the
Trust or a
Series thereof shall be held as provided in the Declaration at
such place
within or without the Commonwealth of Massachusetts as the
Trustees shall
designate. The holders of a majority of outstanding Shares of the
Trust or a
Series thereof present in person or by proxy shall constitute a
quorum at any
meeting of the Shareholders of the Trust or a Series thereof.
Section 2. Notice of Meetings. Notice of all meetings of
the
Shareholders, stating the time, place and purposes of the meeting,
shall be
given by the Trustees by mail to each Shareholder at his address
as recorded
on the register of the Trust mailed at least ten (10) days and not
more than
ninety (90) days before the meeting, provided, however, that
notice of a
meeting need not be given to a shareholder to whom such notice
need not be
given under the proxy rules of the Commission under the 1940 Act
and the
Securities Exchange Act of 1934, as amended. Any adjourned
meeting may be
held as adjourned without further notice. No notice need be given
to any
Shareholder who shall have failed to inform the Trust of his
current address
or if a written waiver of notice, executed before or after the
meeting by the
Shareholder or his attorney thereunto authorized, is filed with
the records of
the meeting.
Section 3. Record Date for Meetings and Other Purposes.
For the
purpose of determining the Shareholders who are entitled to notice
of and to
vote at any meeting, or to participate, the Trustees may from time
to time
close the transfer books for such period, not exceeding thirty
(30) days, as
the Trustees may determine; or without closing the transfer books
the Trustees
may fix a date not more than ninety (90) days prior to the date of
any meeting
of Shareholders or distribution or other action as a record date
for the
determination of the persons to be treated as Shareholders of
record for such
purposes, except for dividend payments which shall be governed by
the
Declaration.
Section 4. Proxies. At any meeting of Shareholders, any
holder of
Shares entitled to vote thereat may vote by proxy, provided that
no proxy
shall be voted at any meeting unless it shall have been placed on
file with
the Secretary, or with such other officer or agent of the Trust as
the
Secretary may direct, for verification prior to the time at which
such vote
shall be taken. Proxies may be solicited in the name of one or
more Trustees
or one or more of the officers of the Trust. Only Shareholders of
record
shall be entitled to vote. Each whole share shall be entitled to
one vote as
to any matter on which it is entitled by the Declaration to vote,
and each
fractional Share shall be entitled to a proportionate fractional
vote. When
any Share is held jointly by several persons, any one of them may
vote at any
meeting in person or by proxy in respect of such Share, but if
more than one
of them shall be present at such meeting in person or by proxy,
and such joint
owners or their proxies so present disagree as to any vote to be
cast, such
vote shall not be received in respect of such Share. A proxy
purporting to be
executed by or on behalf of a Shareholder shall be deemed valid
unless
challenged at or prior to its exercise, and the burden of proving
invalidity
shall rest on the challenger. If the holder of any such share is
a minor or a
person of unsound mind, and subject to guardianship or the legal
control of
any other person as regards the charge or management of such
Share, he may
vote by his guardian or such other person appointed or having such
control,
and such vote may be given in person or by proxy.
Section 5. Inspection of Records. The records of the Trust
shall be
open to inspection by Shareholders to the same extent as is
permitted
shareholders of a Massachusetts business corporation.
Section 6. Action without Meeting. Any action which may be
taken by
Shareholders may be taken without a meeting if a majority of
Shareholders
entitled to vote on the matter (or such larger proportion thereof
as shall be
required by law, the Declaration or these By-Laws for approval of
such matter)
consent to the action in writing and the written consents are
filed with the
records of the meetings of Shareholders. Such consents shall be
treated for
all purposes as a vote taken at a meeting of Shareholders.
ARTICLE IV
TRUSTEES
Section 1. Meetings of the Trustees. The Trustees may in
their
decision provide for regular or stated meetings of the Trustees.
Notice of
regular or stated meetings need not be given. Meetings of the
Trustees other
than regular or stated meetings shall be held whenever called by
the
President, or by any one of the Trustees, at the time being in
office. Notice
of the time and place of each meeting other than regular or stated
meetings
shall be given by the Secretary or an Assistant Secretary or by
the officer or
Trustee calling the meeting and shall be mailed to each Trustee at
least two
days before the meeting, or shall be telegraphed, cabled, or
wirelessed to
each Trustee at his business address, or personally delivered to
him at least
one day before the meeting. Such notice may, however, be waived
by any
Trustee. Notice of a meeting need not be given to any Trustee if
a written
waiver of notice, executed by him before or after the meeting, is
filed with
the records of the meeting, or to any Trustee who attends the
meeting without
protesting prior thereto or at its commencement the lack of notice
to him. A
notice or waiver of notice need not specify the purpose of any
meeting. The
Trustees may meet by means of a telephone conference circuit or
similar
communications equipment by means of which all persons
participating in the
meeting can hear each other at the same time and participation by
such means
shall be deemed to have been held at a place designated by the
Trustees at the
meeting. Participation in a telephone conference meeting shall
constitute
presence in person at such meeting. Any action required or
permitted to be
taken at any meeting of the Trustees may be taken by the Trustees
without a
meeting if all the Trustees consent to the action in writing and
the written
consents are filed with the records of the Trustees' meetings.
Such consents
shall be treated as a vote for all purposes.
Section 2. Quorum and Manner of Acting. A majority of the
Trustees
shall be present in person at any regular or special meeting of
the Trustees
in order to constitute a quorum for the transaction of business at
such
meeting and (except as otherwise required by law, the Declaration
or these By-
Laws) the act of a majority of the Trustees present at any such
meeting, at
which a quorum is present, shall be the act of the Trustees. In
the absence
of a quorum, a majority of the Trustees present may adjourn the
meeting from
time to time until a quorum shall be present. Notice of an
adjourned meeting
need not be given.
ARTICLE V
COMMITTEES
Section 1. Executive and Other Committees. The Trustees by
vote of a
majority of all the Trustees may elect from their own number an
Executive
Committee to consist of not less than three (3) members to hold
office at the
pleasure of the Trustees, which shall have the power to conduct
the current
and ordinary business of the Trust while the Trustees are not in
session,
including the purchase and sale of securities and the designation
of
securities to be delivered upon redemption of Shares of the Trust
or a Series
thereof, and such other powers of the Trustees as the Trustees
may, from time
to time, delegate to them except those powers which by law, the
Declaration or
these By-Laws they are prohibited from delegating. The Trustees
may also
elect from their own number other Committees from time to time,
the number
composing such Committees, the powers conferred upon the same
(subject to the
same limitations as with respect to the Executive Committee) and
the term of
membership on such Committees to be determined by the Trustees.
The Trustees
may designate a chairman of any such Committee. It the absence of
such
designation the Committee may elect its own Chairman.
Section 2. Meetings, Quorum and Manner of Acting. The
Trustees may (1)
provide for stated meetings of any Committee, (2) specify the
manner of
calling and notice required for special meetings of any Committee,
(3) specify
the number of members of a Committee required to constitute a
quorum and the
number of members of a Committee required to exercise specified
powers
delegated to such Committee, (4) authorize the making of decisions
to exercise
specified powers by written assent of the requisite number of
members of a
Committee without a meeting, and (5) authorize the members of a
Committee to
meet by means of a telephone conference circuit.
The Executive Committee shall keep regular minutes of its
meetings and
records of decisions taken without a meeting and cause them to be
recorded in
a book designated for that purpose and kept in the office of the
Trust.
ARTICLE VI
OFFICERS
Section 1. General Provisions. The officers of the Trust
shall be a
President, a Treasurer and a Secretary, who shall be elected by
the Trustees.
The Trustees may elect or appoint such other officers or agents as
the
business of the Trust may require, including one or more Vice
Presidents, one
or more Assistant Secretaries, and one or more Assistant
Treasurers. The
Trustees may delegate to any officer or Committee the power to
appoint any
subordinate officers or agents.
Section 2. Term of Office and Qualifications. Except as
otherwise
provided by law, the Declaration or these By-Laws, the President,
the
Treasurer and the Secretary shall each hold office until his
successor shall
have been duly elected and qualified, and all other officers shall
hold office
at the pleasure of the Trustees. The Secretary and the Treasurer
may be the
same person. A Vice President and the Treasurer or a Vice
President and the
Secretary may be the same person, but the offices of Vice
President, Secretary
and Treasurer shall not be held by the same person. The President
shall hold
no other office. Except as above provided, any two offices may be
held by the
same person. Any officer may be but none need be a Trustee or
Shareholder.
Section 3. Removal. The Trustees, at any regular or
special meeting of
the Trustees, may remove any officer without cause, by a vote of a
majority of
the Trustees then in office. Any officer or agent appointed by an
officer or
Committee may be removed with or without cause by such appointing
officer or
Committee.
Section 4. Powers and Duties of the Chairman. The Trustees
may, but
need not, appoint from among their number a Chairman. When
present he shall
preside at the meetings of the Shareholders and of the Trustees.
He may call
meetings of the Trustees and of any Committee thereof whenever he
deems it
necessary. He shall be the chief executive officer of the Trust
and shall
exercise general supervision and direction over the affairs of
the Trust. He
shall have the power to employ attorneys and counsel for the Trust
or any
Series thereof and to employ such subordinate officers, agents,
clerks and
employees as he may find necessary to transact the business of the
Trust or
any Series thereof. He shall also have the power to grant, issue,
execute or
sign such powers of attorney, proxies or other documents as may be
deemed
advisable or necessary in furtherance of the interests of the
Trust or any
Series thereof.
Section 5. Powers and Duties of the President. In the
absence of the
Chairman, the President may call meetings of the Trustees and of
any Committee
thereof when he deems it necessary and shall preside at all
meetings of the
Shareholders. Subject to the control of the Trustees and to the
control of
any Committees of the Trustees, within their respective spheres,
as provided
by the Trustees, the President shall have such powers and duties,
as from time
to time may be conferred upon or assigned to him by the Trustees.
Section 6. Powers and Duties of Vice Presidents. In the
absence or
disability of the President, the Vice President or, if there be
more than one
Vice President, any Vice President designated by the Trustees
shall perform
all the duties and may exercise any of the powers of the
President, subject to
the control of the Trustees. Each Vice President shall perform
such other
duties as may be assigned to him from time to time by the Trustees
and the
President.
Section 7. Powers and Duties of the Treasurer. The
Treasurer shall be
the principal financial and accounting officer of the Trust. He
shall deliver
all funds of the Trust or any Series thereof which may come into
his hands to
such Custodian as the Trustees may employ pursuant to Article X of
these By-
Laws. He shall render a statement of condition of the finances of
the Trust
or any Series thereof to the Trustees as often as they shall
require the same
and he shall in general perform all the duties incident to the
office of a
Treasurer and such other duties as from time to time may be
assigned to him by
the Trustees. The Treasurer shall give a bond for the faithful
discharge of
his duties, if required so to do by the Trustees, in such sum and
with such
surety or sureties as the Trustees shall require.
Section 8. Powers and Duties of the Secretary. The
Secretary shall
keep the minutes of all meetings of the Trustees and of the
Shareholders in
proper books provided for that purpose; he shall have custody of
the seal of
the Trust; he shall have charge of the Share transfer books, lists
and records
unless the same are in the charge of the Transfer Agent. He shall
attend to
the giving and serving of all notices by the Trust in accordance
with the
provisions of these By-Laws and as required by law; and subject to
these By-
Laws, he shall in general perform all duties incident to the
office of
Secretary and such other duties as from time to time may be
assigned to him by
the Trustees.
Section 9. Powers and Duties of Assistant Officers. In the
absence or
disability of the Treasurer, any officer designated by the
Trustees shall
perform all the duties, and may exercise any of the powers, of the
Treasurer.
Each officer shall perform such other duties as from time to time
may be
assigned to him by the Trustees. Each officer performing the
duties and
exercising the powers of the Treasurer, if any, and any Assistant
Treasurer,
shall give a bond for the faithful discharge of his duties, if
required so to
do by the Trustees, in such sum and with such surety of sureties
as the
Trustees shall require.
Section 10. Powers and Duties of Assistant Secretaries. In
the absence
or disability of the Secretary, any Assistant Secretary designated
by the
Trustees shall perform all the duties, and may exercise any of the
powers, of
the Secretary. Each Assistant Secretary shall perform such other
duties as
from time to time may be assigned to him by the Trustees.
Section 11. Compensation of Officers and Trustees and
Members of the
Advisory Board. Subject to any applicable provisions of the
Declaration, the
compensation of the officers and Trustees and members of an
Advisory Board
shall be fixed from time to time by the Trustees or, in the case
of officers,
by any Committee or officer upon whom such power may be conferred
by the
Trustees. No officer shall be prevented from receiving such
compensation as
such officer by reason of the fact that he is also a Trustee.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Trust shall begin on the first day of
January in
each year and shall end on the last day of December in each year,
provided,
however, that the Trustees may from time to time change the fiscal
year. The
fiscal year of the Trust shall be the taxable year of each Series
of the
Trust.
ARTICLE VIII
SEAL
The Trustees may adopt a seal which shall be in such form
and shall have
such inscription thereon as the Trustees may from time to time
prescribe.
ARTICLE IX
SUFFICIENCY AND WAIVERS OF NOTICE
Whenever any notice whatever is required to be given by law,
the
Declaration or these By-Laws, a waiver thereof in writing, signed
by the
person or persons entitled to said notice, whether before or after
the time
stated therein, shall be deemed equivalent thereto. A notice
shall be deemed
to have been telegraphed, cabled or wirelessed for the purposes of
these By-
Laws when it has been delivered to a representative of any
telegraph, cable or
wireless company with instructions that it be telegraphed, cabled
or
wirelessed.
ARTICLE X
CUSTODY OF SECURITIES
Section 1. Employment of a Custodian. The Trust shall
place and at all
times maintain in the custody of one or more Custodians (including
any sub-
custodian for the Custodian) all funds, securities and similar
investment
included in the Trust Property or the Trust Property allocated or
belonging to
a Series thereof. The Custodian (and any sub-custodian) shall be
a bank
having not less than $2,000,000 aggregate capital, surplus and
undivided
profits and shall be appointed from time to time by the Trustees,
who shall
fix its remuneration.
Section 2. Action Upon Termination of Custodian Agreement.
Upon
termination of a Custodian Agreement or inability of the Custodian
to continue
to serve, the Trustees shall promptly appoint a successor
custodian, but in
the event that no successor custodian can be found who has the
required
qualifications and is willing to serve, the Trustees shall call as
promptly as
possible a special meeting of the Shareholders of the Trust or a
Series
thereof to determine whether the Trust or Series thereof shall
function
without a custodian or shall be liquidated. If so directed by
vote of the
holders of a majority of the outstanding voting securities, the
Custodian
shall deliver and pay over all Trust Property or the Trust
Property allocated
or belonging to a Series thereof held by it as specified in such
vote.
Section 3. Provisions of Custodian Contract. The following
provisions
shall apply to the employment of a Custodian and to any contract
entered into
with the Custodian so employed:
The Trustees shall cause to be delivered to the Custodian all
securities
included in the Trust Property or the Trust Property allocated or
belonging to
a Series thereof or to which the Trust or such Series may become
entitled, and
shall order the same to be delivered by the Custodian only in
completion of a
sale, exchange, transfer, pledge, loan of securities to another
person, or
other disposition thereof, all as the Trustees may generally or
from time to
time require or approve or to a successor Custodian; and the
Trustees shall
cause all funds included in the Trust Property or the Trust
Property allocated
or belonging to a Series thereof or to which it may become
entitled to be paid
to the Custodian, and shall order the same disbursed only for
investment
against delivery of the securities acquired, or the return of cash
held as
collateral for loans of fund securities, or in payment of
expenses, including
management compensation, and liabilities of the Trust or Series
thereof,
including distributions to Shareholders, or for other proper Trust
purposes,
or to a successor Custodian. Notwithstanding anything to the
contrary in
these By-Laws, upon receipt of proper instructions, which may be
standing
instructions, the Custodian may deliver funds in the following
cases: In
connection with repurchase agreements, the Custodian shall
transmit, prior to
receipt on behalf of the Trust or Series thereof of any securities
or other
property, funds from the custodian account of the Trust or Series
thereof to a
special custodian approved by the Trustees of the Trust, which
funds shall be
used to pay for securities to be purchased by the Trust or Series
thereof
subject to the obligations of the Trust or Series thereof to sell
and the
seller's obligation to repurchase such securities. In such case,
the
securities shall be held in the custody of the special custodian.
In
connection with the purchase or sale of financial futures
contracts, the
Custodian shall transmit, prior to receipt on behalf of the Trust
of any
securities or other property, funds from the custodian account of
the Trust or
Series thereof in order to furnish to and maintain funds with
brokers as
margin to guarantee the performance of the futures obligations of
the Trust of
Series thereof in accordance with the applicable requirements of
commodities
exchanges and brokers.
Section 4. Central Certificate System. Subject to such
rules,
regulations and orders as the Commission may adopt, the Trustees
may direct
the Custodian to deposit all or any part of the securities owned
by the Trust
or Series thereof in a system for the central handling of
securities
established by a national securities exchange or a national
securities
association registered with the Commission under the Securities
Exchange Act
of 1934, or such other person as may be permitted by the
Commission, or
otherwise in accordance with the 1940 Act, pursuant to which
system all
securities of any particular class or series of any issuer
deposited within
the system are treated as fungible and may be transferred or
pledged by
bookkeeping entry without physical delivery of such securities,
provided that
all such deposits shall be subject to withdrawal only upon the
order of the
Trust or Series thereof.
Section 5. Acceptance of Receipts in Lieu of Certificates.
Subject to
such rules, regulations and orders as the Commission may adopt,
the Trustees
may direct the Custodian to accept written receipts or other
written evidences
indicating purchases of securities held in book-entry form in the
Federal
Reserve System in accordance with regulations promulgated by the
Board of
Governors of the Federal Reserve System and the local Federal
Reserve Banks in
lieu of receipt of certificates representing such securities.
ARTICLE XI
AMENDMENTS
These By-Laws, or any of them, may be altered, amended or
repealed, or
new By-Laws may be adopted by (a) vote of a majority of the Shares
outstanding
and entitled to vote or (b) by the Trustees, provided, however,
that no By-Law
may be amended, adopted or repealed by the Trustees if such
amendment,
adoption or repeal requires, pursuant to law, the Declaration or
these By-
Laws, a vote of the Shareholders.
ARTICLE XII
MISCELLANEOUS
(A) Except as hereinafter provided, no officer or Trustee
of the Trust
and no partner, officer, director or shareholder of the Investment
Advisors of
the Trust (as that term is defined in the Investment Company Act
of 1940) or
of an underwriter of the Trust, and no Investment Advisor or
underwriter of
the Trust, shall take long or short positions in the securities
issued by the
Trust or any Series thereof.
(1) The foregoing provision shall not prevent an
underwriter from
purchasing Shares from the Trust or any Series if such purchases
are limited
(except for reasonable allowances for clerical errors, delays and
errors of
transmission and cancellation of orders) to purchase for the
purpose of
filling orders for such Shares received by the underwriter, and
provided that
orders to purchase from the Trust or any Series thereof are
entered with the
Trust or any Series thereof or the Custodian promptly upon receipt
by the
underwriter of purchase orders for such Shares, unless the
underwriter is
otherwise instructed by its customer.
(2) The foregoing provision shall not prevent an
underwriter from
purchasing Shares of the Trust or any Series thereof as agent for
the account
of the Trust or any Series thereof.
(3) The foregoing provision shall not prevent the purchase
from the
Trust or any Series thereof or from the underwriter of Shares
issued by the
Trust or any Series thereof, by any officer, or Trustee of the
Trust or any
Series thereof or by any partner, officer, director or shareholder
of the
Investment Advisors of the Trust or any Series thereof or of an
underwriter of
the Trust at the price available to the public generally at the
moment of such
purchase, or as described in the then currently effective
Prospectus of the
Trust.
(4) The foregoing shall not prevent the Investment
Advisors, or any
affiliate thereof, of the Trust or any Series thereof from
purchasing Shares
prior to the effectiveness of the first registration statement
relating to the
Shares under the Securities Act of 1933.
(B) Neither the Trust nor any Series thereof shall lend
assets of the
Trust or of such Series to any officer or Trustee of the Trust or
Series, or
to any partner, officer, director or shareholder of, or person
financially
interested in, the Investment Advisors of the Trust or Series or
an
underwriter of the Trust.
(C) The Trust shall not impose any restrictions upon the
transfer of
the Shares of the Trust or any Series thereof except as provided
in the
Declaration or as may be required to comply with federal or state
securities
laws, but this requirement shall not prevent the charging of
customary
transfer agent fees.
END OF BY-LAWS
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of this 3rd day of October, 1995 between
Panorama Trust, a
Massachusetts business trust (the "Trust"), on behalf of its
Pictet Global Emerging Markets Fund (the
"Fund"), and Pictet International Management Limited (the
"Adviser"), registered as an investment adviser
under the Investment Advisers Act of 1940, as amended (the
"Advisers Act").
WHEREAS, the Trust is registered as an open-end, management
investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust desires to retain the Adviser to furnish
investment advisory services to the
Fund in the management of the Fund's assets, and the Adviser is
willing to furnish such services for the
Trust on the terms hereinafter set forth;
NOW THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is
agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints the Adviser to
act as investment adviser to the
Fund for the period and on the terms set forth in this Agreement.
The Adviser accepts such appointment
and agrees to furnish the services herein set forth for the
compensation herein provided. In the event that
the Trust establishes one or more portfolios other than the Fund
with respect to which it desires to retain
the Adviser to act as investment adviser hereunder, it shall
notify the Adviser in writing. If the Adviser is
willing to render such services under this Agreement it shall
notify the Trust in writing whereupon such
portfolio shall become a Fund hereunder and shall be subject to
the provisions of this Agreement except to
the extent that said provisions (including those relating to the
compensation payable by the Fund to the
Adviser) are modified with respect to such Fund in writing by the
Trust and the Adviser at the time.
2. Delivery of Documents. The Trust has furnished the
Adviser with copies, properly
certified or authenticated, of each of the following:
(a) The Trust's Declaration of Trust as filed with the Secretary
of The
Commonwealth of Massachusetts on May 23, 1995, and all amendments
thereto (such Declaration
of Trust, as presently in effect and as it shall from time to time
be amended, is herein called the
"Declaration of Trust");
(b) The Trust's By-Laws (such By-Laws, as presently in effect
and as they shall from
time to time be amended, are herein called the "By-Laws");
(c) Votes of the Trust's Board of Trustees authorizing the
appointment of the Adviser
and approving this Agreement;
(d) The Trust's Registration Statement on Form N-1A under the
Securities Act of
1933, as amended (the "1933 Act"), and under the 1940 Act,
relating to shares of beneficial
interest of the Trust (herein called the "Shares") as filed with
the Securities and Exchange
Commission (the "SEC") and all amendments thereto; and
(e) The most recent prospectus of the Trust relating to the Fund
(such prospectus
together with the related Statement of Additional Information, as
presently in effect and all
amendments and supplements thereto, are herein called the
"Prospectus").
The Trust will furnish the Adviser from time to time with copies
of all amendments of or supplements to
the foregoing, if any.
3. Management. Subject to the supervision of the Trust's
Board of Trustees, the Adviser will
provide a continuous investment program for the Fund's assets
entrusted to it for portfolio management
purposes, including investment research and management with
respect to all securities, investments, cash
and cash equivalents in the Fund. The Adviser will determine from
time to time what securities will be
purchased, retained or sold with respect to the Fund and will
place the daily orders for the purchase or sale
of securities. The Adviser will provide the services rendered by
it under this Agreement in accordance with
the Fund's investment objective, policies and restrictions as
stated in the Prospectus and votes of the Trust's
Board of Trustees. The Adviser agrees that it will supply the
Trust and its Board of Trustees with reports
and statistical data as requested with respect to the securities
that the Fund may hold or contemplate
purchasing.
4. Other Covenants. The Adviser agrees that it:
(a) will comply with all applicable Rules and
Regulations of the SEC and will in
addition conduct its activities under this Agreement in accordance
with regulations of any other
Federal and State agencies which may now or in the future have
jurisdiction over its activities
under this Agreement;
(b) will use its best efforts to seek the best
overall terms available in executing
transactions for the Fund and soliciting brokers or dealers. In
assessing the best overall terms
available for any transaction, the Adviser shall consider all
factors that it deems relevant,
including, but not limited to, the breadth of the market in the
security, the price of the security, the
financial condition and execution capability of the broker or
dealer, and the reasonableness of the
commission, if any, both for the specific transaction and on a
continuing basis. In evaluating the
best overall terms available, and in selecting the brokers or
dealers to execute a particular
transaction, the Adviser may consider the brokerage and research
services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934,
as amended) provided to the Fund
and/or other accounts over which the Adviser or an affiliate of
the Adviser exercises investment
discretion;
(c) will provide certain executive personnel for the
Trust as may be mutually agreed
upon from time to time with the Board of Trustees, the salaries
and expenses of such personnel to
be borne by the Adviser unless otherwise mutually agreed upon;
(d) will treat confidentially and as proprietary
information of the Trust all records and
other information relative to the Trust and prior, present or
potential shareholders, and will not use
such records and information for any purpose other than
performance of its responsibilities and
duties hereunder (except after prior notification to and approval
in writing by the Trust, which
approval shall not be unreasonably withheld and may not be
withheld and will be deemed granted
where the Adviser may be exposed to civil or criminal contempt
proceedings for failure to comply,
when requested to divulge such information by duly constituted
authorities, or when so requested
by the Trust).
5. Services Not Exclusive. The advisory services
furnished by the Adviser hereunder are not
to be deemed exclusive, and the Adviser shall be free to furnish
similar services to others so long as its
services under this Agreement are not impaired thereby. To the
extent that the purchase or sale of
securities or other investments of the same issuer may be deemed
by the Adviser to be suitable for two or
more accounts managed by the Adviser, the available securities or
investments may be allocated in a
manner believed by the Adviser to be equitable to each account.
The Trust recognizes that in some cases
this procedure may adversely affect the price paid or received by
the Fund or the size of the position
obtainable for or disposed of by the Fund.
6. Books and Records. In compliance with the
requirements of Rule 31a-3 under the 1940
Act, the Adviser hereby agrees that all records which it maintains
for the benefit of the Trust are the
property of the Trust and further agrees to surrender promptly to
the Trust any of such records upon the
Trust's request. The Adviser further agrees to preserve for the
periods prescribed by Rule 31a-2 under the
1940 Act the records required to be maintained by it pursuant to
Rule 31a-1 under the 1940 Act that are
not maintained by others on behalf of the Trust.
7. Expenses. During the term of this Agreement, the
Adviser will pay all expenses incurred
by it in connection with its investment advisory services under
this Agreement other than the cost of
securities, commodities and other investments (including brokerage
commissions and other transaction
charges, if any) purchased or sold for the Fund. The Fund will
bear certain other expenses incurred in its
operation, including: organizational expenses; taxes, interest,
brokerage costs and commissions; fees of
Trustees of the Trust who are not officers, directors, or
employees of the Adviser, the distributor or
administrator or any of their affiliates; Securities and Exchange
Commission fees; state Blue Sky
qualification fees; charges of the administrator, the custodian,
any subcustodians, and transfer and
dividend-paying agents; insurance premiums; outside auditing,
pricing and legal expenses; costs of
maintenance of the Trust's existence; costs of preparing and
printing prospectuses and statements of
additional information for regulatory purposes and for
distribution to existing shareholders; costs of
shareholders' reports and meetings of the shareholders of the Fund
and of the officers or Board of Trustees
of the Trust; membership fees in trade associations; litigation
and other extraordinary or non-recurring
expenses.
8. Compensation. For the services provided and the
expenses assumed by the Adviser
pursuant to this Agreement, the Trust will pay the Adviser and the
Adviser will accept as full compensation
an investment advisory fee, based upon the average daily net
assets of the Fund, computed at the end of
each month and payable within five (5) business days thereafter,
at the annual rate of 1.25%. The Adviser
may, from time to time, waive certain amounts payable hereunder or
reimburse Fund expenses for such
period or periods as the Adviser deems to be advisable.
9. Reimbursement of the Fund. If in any fiscal year the
aggregate expenses of the Fund (as
defined under the securities regulations of any state having
jurisdiction over the Fund) exceed the expense
limitation of any such state, the Adviser will reimburse the Fund
for such excess expenses. The obligation
of the Adviser to reimburse the Fund hereunder is limited in any
fiscal year to the amount of its fee
hereunder for such fiscal year, provided however, that
notwithstanding the foregoing, the Adviser shall
reimburse the Fund for such excess expenses regardless of the
amount of fees paid to it during such fiscal
year to the extent that the securities regulations of any state
having jurisdiction over the Fund so requires.
Such expense reimbursement, if any, will be estimated, reconciled
and paid on a monthly basis.
10. Corporate Name. The Trust acknowledges that it uses
the name "PICTET" in connection
with the Fund and the name "PANORAMA" in connection with the Trust
by consent of the Adviser, which
consent was given in reliance and upon the provisions hereafter
contained. The Trust agrees that if the
Adviser should cease to be the investment adviser of the Fund, the
Trust will, upon written demand of the
Adviser, forthwith delete from the Fund's name the word "PICTET"
and from the Trust's name the word
"PANORAMA" or any approximation thereof. The Trust further agrees
that the Adviser may permit other
persons, partnerships (general or limited), associations, trusts,
corporations or other incorporated or
unincorporated groups of persons, including without limitation any
investment company or companies of
any type which may be initially sponsored or organized by the
Adviser in the future, to use the word
"PICTET" or any approximation thereof as part of their names. As
used in this section, "PICTET",
"PANORAMA", "Pictet International Management Limited" and
"Adviser" shall include any successor
corporation, partnership, limited partnership, trust or person.
11. Standard of Care. The Advisor shall discharge its
duties under this Agreement with
respect to the Fund with the degree of care, skill, prudence and
diligence under the circumstances then
prevailing that a prudent person acting in a like capacity and
familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims.
12. Limitation of Liability. The Adviser shall not be
liable for any error of judgment, mistake
of law or for any other loss whatsoever suffered by the Trust in
connection with the performance of this
Agreement, except a loss resulting from a breach of fiduciary duty
with respect to the receipt of
compensation for services or a loss resulting from willful
misfeasance, bad faith or negligence on the part
of the Adviser in the performance of its duties or from reckless
disregard by it of its obligation and duties
under this Agreement. The Trust and the Adviser agree that the
obligations of the Trust under this
Agreement shall not be binding upon any of the Trustees,
shareholders, nominees, officers, employees or
agents, whether past, present or future, of the Trust,
individually, but are binding only upon the assets and
property of the Trust, as provided in the Declaration of Trust.
No Fund shall be liable for the obligations
incurred by any other Fund hereunder. The execution and delivery
of this Agreement have been authorized
by the Board of Trustees and a majority of the holders of the
Fund's outstanding voting securities, and
signed by an authorized officer of the Trust, acting as such, and
neither such authorization by such
Trustees and shareholders nor such execution and delivery by such
officer shall be deemed to have been
made by any of them individually or to impose any liability on any
of them personally, but shall bind only
the assets and property of the Trust as provided in the
Declaration of Trust.
13. Duration and Termination. This Agreement shall become
effective on October 3, 1995
and, unless sooner terminated as provided herein, shall continue
in effect until October 2, 1997.
Thereafter, this Agreement shall be renewable for successive
periods of one year each, provided such
continuance is specifically approved annually:
(a) by the vote of a majority of those members of
the Trust's Board of Trustees who
are not interested persons of any such party (as that term is
defined in the 1940 Act), cast in person
at a meeting called for the purpose of voting on such approval;
and
(b) by the Trust's Board of Trustees or by vote of a
majority of the outstanding voting
securities of the Fund.
Notwithstanding the foregoing, this Agreement may be
terminated as to the Fund at any time,
without the payment of any penalty, by the Trust (by vote of the
Trust's Board of Trustees or by vote of a
majority of the outstanding voting securities of the Fund), or by
the Adviser on sixty days' prior written
notice. This Agreement will immediately terminate in the event of
its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting
securities," "interested persons" and "assignment"
shall have the same meanings as such terms have in the 1940 Act.)
14. Amendment of Agreement. This Agreement may be amended
by mutual written consent,
but the consent of the Trust must be approved by (a) vote of a
majority of those members of the Board of
Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such
amendment, and (b) if required by the 1940
Act, by vote of a majority of the outstanding voting securities of
the Fund. However, the provisions of this
Section 14 shall not restrict or limit the Adviser's ability to
waive its fees or reimburse the Fund's expenses
in accordance with Section 8 of this Agreement.
15. Miscellaneous. The captions in this Agreement are
included for convenience of reference
only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or
effect. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby. This Agreement shall be binding
upon, and shall inure to the benefit of, the parties hereto and
their respective successors and shall be
governed by the laws of the Commonwealth of Massachusetts.
ATTEST: PANORAMA TRUST
By: Illegible By: /s/ Jean G. Pilloud
Name: Name: Jean G. Pilloud
Title: Title: President and
Chairman
ATTEST: PICTET INTERNATIONAL
MANAGEMENT LIMITED
By: Illegible By: /s/ James Crot
Name: Name: James Crot
Title: Title: Vice President
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made as of this 3rd day of October, 1995
by and between
Panorama Trust (the "Trust") and 440 Financial Distributors, Inc.
(the "Distributor"), a
corporation organized under the laws of the Commonwealth of
Massachusetts, having its
principal place of business at 290 Donald Lynch Boulevard,
Marlboro, Massachusetts 01752.
WHEREAS, the Trust is registered as an open-end, diversified
management investment
company under the Investment Company Act of 1940, as amended (the
"1940 Act") and is
currently offering units of beneficial interest (such units of all
series are hereinafter called the
"Shares"), representing interests in investment portfolios of the
Trust identified on Schedule A
hereto (the "Funds") which are registered with the Securities and
Exchange Commission
("SEC") pursuant to the Trust's Registration Statement on Form N-
1A (the "Registration
Statement"); and
WHEREAS, the Trust desires to retain the Distributor as
distributor for the Fund to
provide for the sale and distribution of the Shares of the Funds
identified on Schedule A, and
for such additional classes or series as the Trust may issue, and
the Distributor is prepared to
provide such services commencing on October 3, 1995.
NOW THEREFORE, in consideration of the premises and mutual
covenants set forth
herein and intending to be legally bound hereby the parties hereto
agree as follows:
1. Service as Distributor
1.1 The Distributor will act on behalf of the Trust for the
distribution of the Shares covered
by the Registration Statement under the Securities Act of 1933, as
amended (the "1933
Act"). The Distributor will have no liability for payment for the
purchase of Shares
sold pursuant to this Agreement or with respect to redemptions or
repurchases of
Shares.
1.2 The Distributor agrees to use efforts deemed appropriate by
the Distributor to solicit
orders for the sale of the Shares and will undertake such
advertising and promotion as it
believes reasonable in connection with such solicitation. The
Trust understands that the
Distributor is now, and may in the future be, the distributor of
the shares of several
investment companies or series (collectively, the "Companies")
including Companies
having investment objectives similar to those of the Trust. The
Trust further
understands that investors and potential investors in the Trust
may invest in shares of
such other Companies. The Trust agrees that the Distributor's
duties to such
Companies shall not be deemed in conflict with its duties to the
Trust under this
paragraph 1.2.
1.3 The Distributor shall, at its own expense, finance
appropriate agreed upon activities
which it deems reasonable which are primarily intended to result
in the sale of the
Shares, including, but not limited to, the printing and mailing of
prospectuses to other
than current shareholders.
1.4 All activities by the Distributor and its employees, as
distributor of the Shares, shall
comply with all applicable laws, rules and regulations, including,
without limitation, all
rules and regulations made or adopted pursuant to the 1940 Act by
the SEC or the
National Association of Securities Dealers.
1.5 The Distributor will transmit any orders received by it for
purchase or redemption of
the Shares to the transfer agent for the Trust.
1.6 Whenever in their judgment such action is warranted by
unusual market, economic or
political conditions, the Trust may decline to accept any orders
for, or make any sales
of, the Shares until such time as those officers deem it advisable
to accept such orders
and to make such sales.
1.7 The Trust agrees at its own expense to execute any and all
documents and to furnish
any and all information and otherwise to take all actions that may
be reasonably
necessary in connection with the qualification of the Shares for
sale in such states as the
Distributor may designate.
1.8 The Trust shall furnish from time to time, for use in
connection with the sale of the
Shares, such information with respect to the Trust and the Shares
as the Distributor
may reasonably request; and the Trust warrants that the statements
contained in any
such information shall fairly show or represent what they purport
to show or represent.
The Trust shall also furnish the Distributor upon request with:
(a) audited annual
statements and unaudited semi-annual statements of a Fund's books
and accounts
prepared by the Trust, (b) quarterly earnings statements prepared
by the Trust, (c) a
monthly itemized list of the securities in the Funds, (d) monthly
balance sheets as soon
as practicable after the end of each month, and (e) from time to
time such additional
information regarding the financial condition of the Trust as the
Distributor may
reasonably request.
1.9 The Trust represents to the Distributor that all
Registration Statements and prospectuses
filed by the Trust with the SEC under the 1933 Act with respect to
the Shares have
been prepared in conformity with the requirements of said Act and
the rules and
regulations of the SEC thereunder. As used in this Agreement, the
term "Registration
Statement" shall mean any Registration Statement and any
prospectus and any statement
of additional information relating to the Trust filed with the SEC
and any amendments
or supplements thereto at any time filed with said Commission.
The Trust represents
and warrants to the Distributor that any Registration Statement,
when such Registration
Statement becomes effective, will contain statements required to
be stated therein in
conformity with the 1933 Act and the rules and regulations of the
SEC; that all
statements of fact contained in any such Registration Statement
will be true and correct
when such Registration Statement becomes effective; and that no
Registration Statement
when such Registration Statement becomes effective will include an
untrue statement of
a material fact or omit to state a material fact required to be
stated therein or necessary
to make the statements therein not misleading to a purchaser of
the Shares. The Trust
may but shall not be obligated to propose from time to time such
amendment or
amendments to any Registration Statement and such supplement or
supplements to any
prospectus as, in the light of future developments, may, in the
opinion of the Trust's
counsel, be necessary or advisable. The Trust shall promptly
notify the Distributor of
any advice given to it by its counsel regarding the necessity or
advisability of amending
or supplementing such Registration Statement. If the Trust shall
not propose such
amendment or amendments and/or supplement or supplements within
fifteen days after
receipt by the Trust of a written request from the Distributor to
do so, the Distributor
may, at its option, terminate this Agreement. The Trust shall not
file any amendment
to any Registration Statement or supplement to any prospectus
without giving the
Distributor reasonable notice thereof in advance; provided,
however, that nothing
contained in this Agreement shall in any way limit the Trust's
right to file at any time
such amendments to any Registration Statements and/or supplements
to any prospectus,
of whatever character, as the Trust may deem advisable, such right
being in all respects
absolute and unconditional.
1.10 The Trust authorizes the Distributor to use any prospectus
or statement of additional
information in the form furnished from time to time in connection
with the sale of the
Shares. The Trust agrees to indemnify and hold harmless the
Distributor, its officers,
directors, and employees, and any person who controls the
Distributor within the
meaning of Section 15 of the 1933 Act, free and harmless from and
against any and all
claims, demands, liabilities and expenses (including the cost of
investigating or
defending such claims, demands or liabilities and any legal fees
incurred in connection
therewith) which the Distributor, its officers, directors,
employees or any such
controlling person may incur under the 1933 Act, under any other
statute, at common
law or otherwise, arising out of or based upon:
(a) any untrue statement, or alleged untrue statement, of a
material fact contained in
the Trust's Registration Statement, prospectus, statement of
additional information, or
sales literature (including amendments and supplements thereto),
or
(b) any omission, or alleged omission, to state a material fact
required to be stated
in the Trust's Registration Statement, prospectus, statement of
additional information or
sales literature (including amendments or supplements thereto),
necessary to make the
statements therein not misleading, provided, however, that insofar
as losses, claims,
damages, liabilities or expenses arise out of or are based upon
any such untrue
statement or omission or alleged untrue statement or omission made
in reliance on and
in conformity with information furnished to the Trust by the
Distributor or its affiliated
persons for use in the Trust's Registration Statement, prospectus,
or statement of
additional information or sales literature (including amendments
or supplements
thereto), such indemnification is not applicable.
The Distributor, its officers, directors, and employees, and
any such controlling
person, as aforesaid, shall notify the Trust of any action brought
against the
Distributor, its officers, directors or employees, or any such
controlling person, such
notification to be given by letter or by telegram addressed to the
Trust at its principal
office in Boston, Massachusetts and sent to the Trust by the
person against whom such
action is brought, within 10 days after the summons or other first
legal process shall
have been served. The failure to notify the Trust of any such
action shall not relieve
the Trust from any liability which the Trust may have to the
person against whom such
action is brought by reason of any such untrue, or allegedly
untrue, statement or
omission, or alleged omission, otherwise than on account of the
Trust's indemnity
agreement contained in this paragraph 1.10. The Trust will be
entitled to assume the
defense of any suit brought to enforce any such claim, demand or
liability, but, in such
case, such defense shall be conducted by counsel of good standing
chosen by the Trust
and approved by the Distributor, which approval shall not
unreasonably be withheld.
In the event the Trust elects to assume the defense of any such
suit and retain counsel
of good standing approved by the Distributor, the defendant or
defendants in such suit
shall bear the fees and expenses of any additional counsel
retained by any of them; but
in case the Trust does not elect to assume the defense of any such
suit, or in case the
Distributor reasonably does not approve of counsel chosen by the
Trust, or in case
there is a conflict of interest between the Trust or the
Distributor, the Trust will
reimburse the Distributor, its officers, directors and employees,
or the controlling
person or persons named as defendant or defendants in such suit,
for the fees and
expenses of any counsel retained by the Distributor or them. The
Trust's
indemnification agreement contained in this paragraph 1.10 and the
Trust's
representations and warranties in this Agreement shall remain
operative and in full
force and effect regardless of any investigation made by or on
behalf of the Distributor,
its officers, directors and employees, or any controlling person,
and shall survive the
delivery of any Shares. This agreement of indemnity will inure
exclusively to the
Distributor's benefit, to the benefit of its several officers,
directors and employees, and
their respective estates, and to the benefit of the controlling
persons and their
successors. The Trust agrees promptly to notify the Distributor
of the commencement
of any litigation or proceedings against the Trust or any of its
officers or trustees in
connection with the issue and sale of any Shares.
1.11 The Distributor agrees to indemnify and hold harmless the
Trust, its several officers
and trustees and each person, if any, who controls a Fund within
the meaning of
Section 15 of the 1933 Act against any loss, claims, damages,
liabilities and expenses
(including the cost of any reasonable legal fees incurred in
connection therewith) which
the Trust, its officers, trustees or any such controlling person
may incur under the 1933
Act, under any other statute, at common law or otherwise, but only
to the extent that
such liability or expense incurred by the Trust, its officers or
trustees, or any
controlling person resulting from such claims or demands arose out
of the acquisition of
any Shares by any person which may be based upon any untrue
statement or alleged
untrue statement of a material fact contained in the Trust's
Registration Statement,
prospectus or statement of additional information (including
amendments and
supplements thereto), or any omission, or alleged omission, to
state a material fact
required to be stated therein or necessary to make the statements
therein not
misleading, if such statement or omission was made in reliance
upon information
furnished or confirmed in writing to the Trust by the Distributor
or its affiliated persons
(as defined in the 1940 Act).
The agreement of the Distributor to indemnify the Trust, its
officers and trustees, and
any such controlling person, as aforesaid, is expressly
conditioned upon the Distributor
being notified of any action brought against the Trust, its
officers or trustees, or any
such controlling person, such notification to be given by letter
or telegram addressed to
the Distributor at its principal office in Marlboro,
Massachusetts, and sent to the
Distributor by the person against whom such action is brought,
within 10 days after the
summons or other first legal process shall have been served. The
Distributor shall have
the right of first control of the defense of such action, with
counsel of its own
choosing, satisfactory to the Trust, if such action is based
solely upon such alleged
misstatement or omission on the Distributor's part, and in any
other event the Trust, it
officers or trustees or such controlling person shall each have
the right to participate in
the defense or preparation of the defense of any such action. The
failure so to notify
the Distributor of any such action shall not relieve the
Distributor from any liability
that the Distributor may have to the Trust, its officers or
trustees, or to such controlling
person by reason of any such untrue, or alleged untrue, statement
or omission, or
alleged omission, otherwise than on account of the Distributor's
indemnity agreement
contained in this paragraph 1.11.
1.12 No Shares shall be offered by either the Distributor or the
Trust under any of the
provisions of this Agreement and no orders for the purchase or
sale of Shares
hereunder shall be accepted by the Trust if and so long as
effectiveness of the
Registration Statement then in effect or any necessary amendments
thereto shall be
suspended under any of the provisions of the 1933 Act, or if and
so long as a current
prospectus as required by Section 5(b)(2) of said Act is not on
file with the SEC;
provided, however, that nothing contained in this paragraph 1.12
shall in any way
restrict or have any application to or bearing upon the Trust's
obligation to repurchase
Shares from any shareholder in accordance with the provisions of
the Trust's
Registration Statement, Declaration of Trust, or bylaws.
1.13 The Trust agrees to advise the Distributor as soon as
reasonably practical by a notice in
writing delivered to the Distributor:
(a) of any request by the SEC for amendments to the Registration
Statement,
prospectus or statement of additional information then in effect
or for additional
information;
(b) in the event of the issuance by the SEC of any stop order
suspending the
effectiveness of the Registration Statement, prospectus or
statement of additional
information then in effect or the initiation by service of process
on the Trust of any
proceeding for that purpose;
(c) of the happening of any event that makes untrue any
statement of a material fact
made in the Registration Statement, prospectus or statement of
additional information
then in effect or that requires the making of a change in such
Registration Statement,
prospectus or statement of additional information in order to make
the statements
therein not misleading; and
(d) of all actions of the SEC with respect to any amendments to
any Registration
Statement, prospectus or statement of additional information which
may from time to
time be filed with the SEC.
For purposes of this section, informal requests by or acts
of the Staff of the SEC shall
not be deemed actions of or requests by the SEC.
1.14 The Distributor agrees on behalf of itself and its
directors, officers and employees to
treat confidentially and as proprietary information of the Trust
all records and other
information relative to the Trust and its prior, present or
potential shareholders, and not
to use such records and information for any purpose other than
performance of its
responsibilities and duties hereunder, except after prior
notification to and approval by
the Trust, which approval shall not be unreasonably withheld and
may not be withheld
where the Distributor may be exposed to civil or criminal contempt
proceedings for
failure to comply, when requested to divulge such information by
duly constituted
authorities, or when so requested by the Trust.
2. Term
This Agreement shall become effective on October 3, 1995
and, unless sooner
terminated as provided herein, shall continue for an initial two-
year term and thereafter
shall be renewed for successive one-year terms, provided such
continuance is
specifically approved at least annually by (i) the Trust's Board
of Trustees or (ii) by a
vote of a majority (as defined in the 1940 Act) of the outstanding
voting securities of
the Trust, provided that in either event the continuance is also
approved by a majority
of the Trustees who are not parties to this Agreement and who are
not interested
persons (as defined in the 1940 Act) of any party to this
Agreement, by vote cast in
person at a meeting called for the purpose of voting on such
approval. This Agreement
is terminable with respect to the Trust without penalty, on at
least sixty days' written
notice, by the Trust's Board of Trustees, by vote of a majority
(as defined in the 1940
Act) of the outstanding voting securities of the Trust, or by the
Distributor. This
Agreement will also terminate automatically in the event of its
assignment (as defined
in the 1940 Act).
3. Limitation of Liability
(a) The Distributor shall not be liable for any error of
judgment or mistake of law
or for any loss suffered by the Trust in connection with the
performance of its
obligations and duties under this Agreement, except a loss
resulting from the
Distributor's willful misfeasance, bad faith or negligence in the
performance of such
obligations and duties, or by reason of its reckless disregard
thereof. The Trust will
indemnify the Distributor against and hold it harmless from any
and all losses, claims,
damages, liabilities or expenses (including reasonable counsel
fees and expenses)
resulting from any claim, demand, action or suit not resulting
from the willful
misfeasance, bad faith or negligence of the Distributor in the
performance of such
obligations and duties or by reason of its reckless disregard
thereof; provided,
however, that as to any matter disposed of by a compromise payment
by the
Distributor, pursuant to a consent decree or otherwise, no
indemnification either for
such payment or for any other expenses shall be provided unless
there has been a
determination that the Distributor did not engage in willful
misfeasance, bad faith or
negligence or reckless disregard of the performance of its
obligations and duties (i) by
the court or other body approving the settlement or other
disposition; or (ii) based upon
a review of readily available facts (as opposed to a full trial-
type inquiry), by written
opinion from independent legal counsel approved by the Board of
Trustees; or (iii) by a
majority of the Board of Trustees who are neither interested
persons of the Trust (as
defined in the 1940 Act) nor parties to the matter, based upon a
review of readily
available facts (as opposed to a full trial-type inquiry).
(b) Notwithstanding the foregoing paragraph or anything else
contained in this
Agreement to the contrary, the Distributor's entire liability to
the Trust for any loss or
damage, direct or indirect, for any cause whatsoever, except a
loss resulting from the
Distributor's willful misfeasance, bad faith or negligence in the
performance of its
obligations and duties, or by reason of its reckless disregard
thereof (including but not
limited to those arising out of this Agreement), and regardless of
the form of action,
shall be limited to the Trust's actual direct out-of-pocket
expenses which are reasonably
incurred by the Trust, but shall not under any circumstances
exceed one million dollars
($1,000,000).
(c) In no event and under no circumstances shall either party to
this Agreement be
liable to the other party for consequential or indirect loss of
profits, reputation or
business or any other special damages under any provision of this
Agreement or for any
act or failure to act hereunder.
4. Notices
All notices and other communications (collectively referred
to as a "Notice" or
"Notices" in this paragraph) hereunder shall be in writing or by
telegram, cable, telex
or facsimile sending device. Notices shall be addressed (a) if to
the Distributor at its
address, 290 Donald Lynch Boulevard, Marlboro, Massachusetts
01752; (b) if to the
Trust, at its principal place of business or (c) if to neither of
the foregoing, at such
other address as to which the sender shall have been notified by
any such Notice or
other communication. The Notice may be sent by first-class mail,
in which case it
shall be deemed to have been given three days after it is sent, or
if sent by telegram,
cable, telex or facsimile sending device, it shall be deemed to
have been given
immediately.
5. Further Actions
Each party agrees to perform such further acts and execute
such further documents as
are necessary to effectuate the purposes hereof.
6. Amendments
This Agreement or any part hereof may be changed or waived
only by an instrument in
writing signed by the party against which enforcement of such
change or waiver is
sought.
7. Governing State Law
This Agreement shall be governed by and its provisions shall
be construed in
accordance with the laws of the Commonwealth of Massachusetts.
8. Matters Relating to the Trust as a Massachusetts Business
Trust
The names "Panorama Trust" and "Trustees of Panorama Trust"
refer respectively to
the Trust created and the Trustees, as trustees but not
individually or personally, acting
from time to time under a Declaration of Trust dated as of May 23,
1995 to which
reference is hereby made and a copy of which is on file at the
office of the Secretary of
the Commonwealth of Massachusetts and elsewhere as required by
law, and to any and
all amendments thereto so filed or hereafter filed. The
obligations of "Panorama
Trust" entered into in the name or on behalf thereof by any of the
Trustees,
representatives or agents are made not individually, but in such
capacities, and are not
binding upon any of the Trustees, Shareholders or representatives
of the Trust
personally, but bind only the assets of the Trust, and all persons
dealing with a Fund
must look solely to the assets of the Trust belonging to such Fund
for the enforcement
of any claims against the Trust.
9. Miscellaneous
This Agreement embodies the entire agreement and
understanding between the parties
hereto, and supersedes all prior agreements and understandings
relating to the subject
matter thereof. The captions in this Agreement are included for
convenience of
reference only and in no way define or delimit any of the
provisions hereof or
otherwise affect their construction or effect. If any provision
of this Agreement shall
be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of
this Agreement shall not be affected thereby. This Agreement
shall be binding and
shall inure to the benefit of the parties hereto and their
respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly
executed all as of the day and year first above written.
PANORAMA TRUST
By: /s/ Jean G. Pilloud
Title: President & Chairman
440 FINANCIAL DISTRIBUTORS, INC.
By: /s/ Tammy Hall
Title: President
SCHEDULE A
to the Distribution Agreement
between Panorama Trust and
440 Financial Distributors, Inc.
Name of Series
Pictet Global Emerging Markets Fund
PANORAMA TRUST 440 FINANCIAL DISTRIBUTORS,
INC.
By: /s/ Jean G. Pilloud By: /s/ Tammy Hall
Title: President & Chairman Title: President
TRANSFER AGENCY AND SERVICES AGREEMENT
THIS AGREEMENT, dated as of this 3rd day of October, 1995
between
PANORAMA TRUST (the "Fund"), a Massachusetts business trust, and
having its principal
place of business at 53 State Street, Boston, Massachusetts 02109
and THE
SHAREHOLDER SERVICES GROUP, INC. (the "Transfer Agent"), a
Massachusetts
corporation with principal offices at One Exchange Place, 53 State
Street, Boston,
Massachusetts 02109.
WITNESSETH
WHEREAS, the Fund is authorized to issue Shares in separate
series, with each such
series representing interests in a separate portfolio of
securities and other assets;
WHEREAS, the Fund initially intends to offer shares in those
Portfolios and classes of
Shares identified in the attached Exhibit 1, each such Portfolio,
together with all other
Portfolios subsequently established by the Fund shall be subject
to this Agreement in
accordance with Article 16;
WHEREAS, the Fund on behalf of the Portfolios, desires to
appoint the Transfer Agent
as its transfer agent, dividend disbursing agent and agent in
connection with certain other
activities and the Transfer Agent desires to accept such
appointment;
NOW, THEREFORE, in consideration of the mutual covenants and
promises
hereinafter set forth, the Fund and the Transfer Agent agree as
follows:
Article 1 Definitions.
1.1 Whenever used in this Agreement, the following words
and phrases, unless the
context otherwise requires, shall have the following meanings:
(a) "Articles of Incorporation" shall mean the Articles of
Incorporation,
Declaration of Trust, or other similar organizational document as
the case may be, of
the Fund as the same may be amended from time to time.
(b) "Authorized Person" shall be deemed to include (i) any
authorized
officer of the Fund; or (ii) any person, whether or not such
person is an officer or
employee of the Fund, duly authorized to give Oral Instructions or
Written Instructions
on behalf of the Fund as indicated in writing to the Transfer
Agent from time to time.
(c) "Trustees" shall mean the Board of Trustees of the
Fund,
(d) "Commission" shall mean the Securities and Exchange
Commission.
(e) "Custodian" refers to any custodian or subcustodian of
securities and
other property which the Fund may from time to time deposit, or
cause to be deposited
or held under the name or account of such a custodian pursuant to
a Custodian
Agreement.
(f) "1934 Act" shall mean the Securities Exchange
Act of 1934 and the
rules and regulations promulgated thereunder, all as amended
from time to time.
(g) "1940 Act" shall mean the Investment Company Act of
1940 and the
rules and regulations promulgated thereunder, all as amended from
time to time.
(h) "Oral Instructions" shall mean instructions, other
than Written
Instructions, actually received by the Transfer Agent from a
person reasonably believed
by the Transfer Agent to be an Authorized Person;
(i) "Portfolio" shall mean each separate series of shares
offered by the Fund
representing interest in a separate portfolio of securities and
other assets;
(j) "Prospectus" shall mean the most recently dated Fund
Prospectus and
Statement of Additional Information, including any supplements
thereto if any, which
has become effective under the Securities Act of 1933 and the 1940
Act.
(k) "Shares" refers collectively to such shares of capital
stock or beneficial
interest, as the case may be, or class thereof, of each respective
Portfolio of the Fund
as may be issued from time to time.
(l) "Shareholder" shall mean a record owner of Shares of
each respective
Portfolio of the Fund.
(m) "Written Instructions" shall mean a written
communication signed by a
person reasonably believed by the Transfer Agent to be an
Authorized Person and
actually received by the Transfer Agent. Written Instructions
shall include manually
executed originals and authorized electronic transmissions,
including telefacsimile of a
manually executed original or other process.
Article 2 Appointment of the Transfer Agent. The Fund, on
behalf of the Portfolios,
hereby appoints and constitutes the Transfer Agent as transfer
agent and dividend disbursing
agent for Shares of each respective Portfolio of the Fund and as
shareholder servicing agent
for the Fund and the Transfer Agent hereby accepts such
appointments and agrees to perform
the duties hereinafter set forth.
Article 3 Duties of the Transfer Agent.
3.1 The Transfer Agent shall be responsible for:
(a) Administering and/or performing the customary services
of a transfer
agent; acting as service agent in connection with dividend and
distribution functions;
and for performing shareholder account and administrative agent
functions in
connection with the issuance, transfer and redemption or
repurchase (including
coordination with the Custodian) of Shares of each Portfolio, as
more fully described in
the written schedule of Duties of the Transfer Agent annexed
hereto as Schedule A and
incorporated herein, and in accordance with the terms of the
Prospectus of the Fund on
behalf of the applicable Portfolio, applicable law and the
procedures established from
time to time between the Transfer Agent and the Fund.
(b) Recording the issuance of Shares and maintaining
pursuant to Rule
17Ad-10(e) of the 1934 Act a record of the total number of Shares
of each Portfolio
which are authorized, based upon data provided to it by the Fund,
and issued and
outstanding. The Transfer Agent shall provide the Fund on a
regular basis with the
total number of Shares of each Portfolio which are authorized and
issued and
outstanding and shall have no obligation, when recording the
issuance of Shares, to
monitor the issuance of such Shares or to take cognizance of any
laws relating to the
issue or sale of such Shares, which functions shall be the sole
responsibility of the
Fund.
(c) Notwithstanding any of the foregoing provisions of
this Agreement, the
Transfer Agent shall be under no duty or obligation to inquire
into, and shall not be
liable for: (i) the legality of the issuance or sale of any
Shares or the sufficiency of the
amount to be received therefor; (ii) the legality of the
redemption of any Shares, or the
propriety of the amount to be paid therefor; (iii) the legality of
the declaration of any
dividend by the Trustees, or the legality of the issuance of any
Shares in payment of
any dividend; or (iv) the legality of any recapitalization or
readjustment of the Shares.
3.2 In addition, the Fund shall (i) identify to the
Transfer Agent in writing those
transactions and assets to be treated as exempt from blue sky
reporting for each State and (ii)
verify the establishment of transactions for each State on the
system prior to activation and
thereafter monitor the daily activity for each State. The
responsibility of the Transfer Agent
for the Fund's blue sky State registration status is solely
limited to the initial establishment of
transactions subject to blue sky compliance by the Fund and the
reporting of such transactions
to the Fund as provided above.
3.3 In addition to the duties set forth herein, the
Transfer Agent shall perform such
other duties and functions, and shall be paid such amounts
therefor, as may from time to time
be agreed upon in writing between the Fund and the Transfer Agent.
Article 4 Recordkeeping and Other Information.
4.1 The Transfer Agent shall create and maintain all
records required of it pursuant
to its duties hereunder and as set forth in Schedule A in
accordance with all applicable laws,
rules and regulations, including records required by Section 31(a)
of the 1940 Act. All
records shall be available during regular business hours for
inspection and use by the Fund.
Where applicable, such records shall be maintained by the Transfer
Agent for the periods and
in the places required by Rule 31a-2 under the 1940 Act.
4.2 To the extent required by Section 31 of the 1940 Act,
the Transfer Agent agrees
that all such records prepared or maintained by the Transfer Agent
relating to the services to
be performed by the Transfer Agent hereunder are the property of
the Fund and will be
preserved, maintained and made available in accordance with such
section, and will be
surrendered promptly to the Fund on and in accordance with the
Fund's request.
4.3 In case of any requests or demands for the inspection
of Shareholder records of
the Fund, the Transfer Agent will endeavor to notify the Fund of
such request and secure
Written Instructions as to the handling of such request. The
Transfer Agent reserves the right,
however, to exhibit the Shareholder records to any person whenever
it is advised by its counsel
that it may be held liable for the failure to comply with such
request.
Article 5 Fund Instructions.
5.1 The Transfer Agent will have no liability when acting
upon Written or Oral
Instructions believed to have been executed or orally communicated
by an Authorized Person
and will not be held to have any notice of any change of authority
of any person until receipt
of a Written Instruction thereof from the Fund.
5.2 At any time, the Transfer Agent may request Written
Instructions from the Fund
and may seek advice from legal counsel for the Fund, or its own
legal counsel, with respect to
any matter arising in connection with this Agreement, and it shall
not be liable for any action
taken or not taken or suffered by it in good faith in accordance
with such Written Instructions
or in accordance with the opinion of counsel for the Fund or for
the Transfer Agent. Written
Instructions requested by the Transfer Agent will be provided by
the Fund within a reasonable
period of time.
5.3 The Transfer Agent, its officers, agents or employees,
shall accept Oral
Instructions or Written Instructions given to them by any person
representing or acting on
behalf of the Fund only if said representative is an Authorized
Person. The Fund agrees that
all Oral Instructions shall be followed within one business day by
confirming Written
Instructions, and that the Fund's failure to so confirm shall not
impair in any respect the
Transfer Agent's right to rely on Oral Instructions.
Article 6 Compensation.
6.1 The Fund on behalf of each of the Portfolios will
compensate the Transfer
Agent for the performance of its obligations hereunder in
accordance with the fees set forth in
the written Fee Letter Agreement annexed hereto as Schedule B and
incorporated herein.
6.2 In addition to those fees set forth in Section 6.1
above, the Fund on behalf of
each of the Portfolios agrees to pay, and will be billed
separately for, out-of-pocket expenses
incurred by the Transfer Agent in the performance of its duties
hereunder. Out-of-pocket
expenses shall include, but shall not be limited to, the items
specified in the written schedule
of out-of-pocket charges annexed hereto as Schedule C and
incorporated herein. Schedule C
may be modified by written agreement between the parties.
Unspecified out-of-pocket
expenses shall be limited to those out-of-pocket expenses
reasonably incurred by the Transfer
Agent in the performance of its obligations hereunder.
6.3 The Fund on behalf of each of the Portfolios agrees to
pay promptly all fees
and out-of-pocket expenses following the receipt of the respective
invoice.
6.4 Any compensation agreed to hereunder may be adjusted
from time to time by
attaching to Schedule B, a revised Fee Schedule executed and dated
by the parties hereto.
Article 7 Documents. In connection with the appointment of the
Transfer Agent, the
Fund shall, on or before the date this Agreement goes into effect,
but in any case within a
reasonable period of time for the Transfer Agent to prepare to
perform its duties hereunder,
deliver or caused to be delivered to the Transfer Agent the
documents set forth in the written
schedule of Fund Documents annexed hereto as Schedule D.
Article 8 Transfer Agent System.
8.1 The Transfer Agent shall retain title to and ownership
of any and all data bases,
computer programs, screen formats, report formats, interactive
design techniques, derivative
works, inventions, discoveries, patentable or copyrightable
matters, concepts, expertise,
patents, copyrights, trade secrets, and other related legal rights
utilized by the Transfer Agent
in connection with the services provided by the Transfer Agent to
the Fund herein (the
"Transfer Agent System").
8.2 The Transfer Agent hereby grants to the Fund a limited
license to the Transfer
Agent System for the sole and limited purpose of having the
Transfer Agent provide the
services contemplated hereunder and nothing contained in this
Agreement shall be construed or
interpreted otherwise and such license shall immediately terminate
with the termination of this
Agreement.
Article 9 Representations and Warranties of the Transfer Agent.
The Transfer Agent
represents and warrants to the Fund that:
(a) It is a corporation duly organized an existing and in
good standing under
the laws of the Commonwealth of Massachusetts;
(b) It is empowered under applicable laws and by its
Articles of
Incorporation and By-Laws to enter into and perform this
Agreement;
(c) All requisite corporate proceedings have been taken to
authorized it to
enter into this Agreement;
(d) It is duly registered with its appropriate regulatory
agency as a transfer
agent and such registration will remain in effect for the duration
of this Agreement;
(e) It has and will continue to have access to the
necessary facilities,
equipment and personnel to perform its duties and obligations
under this Agreement.
Article 10 Representations and Warranties of the Fund. The Fund
represents and warrants
to the Transfer Agent that:
(a) It is duly organized and existing and in good standing
under the laws of
the jurisdiction in which it is organized;
(b) It is empowered under applicable laws and by its
Article of Incorporation
and By-Laws to enter into this Agreement;
(c) All corporate proceedings required by said Articles of
Incorporation, By-
Laws and applicable laws have been taken to authorized it to enter
into this Agreement;
(d) A registration statement under the Securities Act of
1933, as amended,
and the 1940 Act on behalf of each of the Portfolios is currently
effective and will
remain effective, and all appropriate state securities law filings
have been made and
will continue to be made, with respect to all Shares of the Fund
being offered for sale;
(e) All outstanding Shares are validly issued, fully paid
and non-assessable.
When Shares are hereafter issued in accordance with the terms of
the Fund's Articles of
Incorporation and its Prospectus with respect to each Portfolio,
such Shares shall be
validly issued, fully paid and non-assessable; and
Article 11 Indemnification.
11.1 The Transfer Agent shall not be responsible for and
the Fund on behalf of each
Portfolio shall indemnify and hold the Transfer Agent harmless
from and against any and all
claims, costs, expenses (including reasonable attorneys' fees),
losses, damages, charges,
payments and liabilities of any sort or kind which may be asserted
against the Transfer Agent
or for which the Transfer Agent may be held to be liable (a
"Claim") arising out of or
attributable to any of the following:
(a) Any actions of the Transfer Agent required to be taken
pursuant to this
Agreement unless such Claim resulted from a negligent act or
omission to act or bad
faith by the Transfer Agent in the performance of its duties
hereunder.
(b) The Transfer Agent's reasonable reliance on, or
reasonable use of
information, data, records and documents (including but not
limited to magnetic tapes,
computer printouts, hard copies and microfilm copies) received by
the Transfer Agent
from the Fund, or any authorized third party acting on behalf of
the Fund, in the
performance of the Transfer Agent's duties and obligations
hereunder.
(c) The reliance on, or the implementation of, any Written
or Oral
Instructions or any other instructions or requests of the Fund on
behalf of the applicable
Portfolio.
(d) The offer or sales of shares in violation of any
requirement under the
securities laws or regulations of any state that such shares be
registered in such state or
in violation of any stop order or other determination or ruling by
any state with respect
to the offer or sale of such shares in such state.
(e) The Fund's refusal or failure to comply with the terms
of this
Agreement, or any Claim which arises out of the Fund's negligence
or misconduct or
the breach of any representation or warranty of the Fund made
herein.
11.2 In any case in which the Fund may be asked to
indemnify or hold the Transfer
Agent harmless, the Transfer Agent will notify the Fund promptly
after identifying any
situation which it believes presents or appears likely to present
a claim for indemnification
against the Fund although the failure to do so shall not prevent
recovery by the Transfer Agent
and shall keep the Fund advised with respect to all developments
concerning such situation.
The Fund shall have the option to defend the Transfer Agent
against any Claim which may be
the subject of this indemnification, and, in the event that the
Fund so elects, such defense shall
be conducted by counsel chosen by the Fund and satisfactory to the
Transfer Agent, and
thereupon the Fund shall take over complete defense of the Claim
and the Transfer Agent shall
sustain no further legal or other expenses in respect of such
Claim. The Transfer Agent will
not confess any Claim or make any compromise in any case in which
the Fund will be asked to
provide indemnification, except with the Fund's prior written
consent. The obligations of the
parties hereto under this Article 14 shall survive the termination
of this Agreement.
Article 12 Standard of Care.
12.1 The Transfer Agent shall at all times act in good
faith and agrees to use its best
efforts within commercially reasonable limits to ensure the
accuracy of all services performed
under this Agreement, but assumes no responsibility for loss or
damage to the Fund unless said
errors are caused by the Transfer Agent's own negligence, bad
faith or willful misconduct or
that of its employees.
12.2 Notwithstanding the foregoing Section 12.1 or anything
else contained in this
Agreement to the contrary, the Transfer Agent's entire liability
to the Fund for any loss or
damage, direct or indirect for any cause whatsoever (including but
not limited to those arising
out of this Agreement), and regardless of the form of action,
shall be limited to the Fund's
actual direct out-of-pocket expenses which are reasonably incurred
by the Fund, but shall not
under any circumstances exceed the lesser of (i) an amount
equivalent to the average of twelve
month's fees paid to the Transfer Agent under this Agreement or
(ii) one million dollars
($1,000,000).
Article 13 Consequential Damages. In no event and under no
circumstances shall either
party to this Agreement be liable to the other party for
consequential or indirect loss of profits,
reputation or business or any other special damages under any
provision of this Agreement or
for any act or failure to act hereunder.
Article 14 Term and Termination.
14.1 This Agreement shall be effective on the date first
written above and shall
continue for a period of two (2) years (the "Initial Term"),
unless earlier terminated pursuant
to the terms of this Agreement. Thereafter, this Agreement shall
automatically be renewed for
successive annual periods ("Renewal Terms").
14.2 Either party may terminate this Agreement at the end
of the Initial Term or any
subsequent Renewal Term upon not less than ninety (90) days or
more than one-hundred
eighty (180) days prior written notice to the other party.
14.3 In the event a termination notice is given by the
Fund, all expenses associated
with movement of records and materials and conversion thereof to a
successor transfer agent
will be borne by the Fund.
14.4 If a party hereto is guilty of a material failure to
perform its duties and
obligations hereunder (a "Defaulting Party") the other party (the
"Non-Defaulting Party") may
give written notice thereof to the Defaulting Party, and if such
material breach shall not have
been remedied within thirty (30) days after such written notice is
given, then the
Non-Defaulting Party may terminate this Agreement by giving thirty
(30) days written notice
of such termination to the Defaulting Party. If the Transfer
Agent is the Non-Defaulting
Party, its termination of this Agreement shall not constitute a
waiver of any other rights or
remedies of the Transfer Agent with respect to services performed
prior to such termination or
rights of the Transfer Agent to be reimbursed for out-of-pocket
expenses. In all cases,
termination by the Non-Defaulting Party shall not constitute a
waiver by the Non-Defaulting
Party of any other rights it might have under this Agreement or
otherwise against the
Defaulting Party.
Article 15 Additional Portfolios. In the event that the Fund
establishes one or more
Portfolios in addition to those identified in Exhibit 1, with
respect to which the Fund desires to
have the Transfer Agent render services as transfer agent under
the terms hereof, the Fund
shall so notify the Transfer Agent in writing, and if the Transfer
Agent agrees in writing to
provide such services, Exhibit 1 shall be amended to include such
additional Portfolios or
classes.
Article 16 Confidentiality.
16.1 In connection with the services provided by the
Transfer Agent hereunder, certain
confidential and proprietary information regarding the Transfer
Agent and the Fund may be
disclosed to the other. In connection therewith, the parties agree
as follows:
(a) Confidential Information disclosed under this
Agreement shall mean:
(i) any data or information that is competitively sensitive
material, and not
generally known to the public, including, but not limited to,
information about
product plans, marketing strategies, finance, operations, customer
relationships,
customer profiles, sales estimates, business plans, and internal
performance
results relating to the past, present or future business
activities of the Transfer
Agent or the Fund, their respective parent corporation, their
respective
subsidiaries and affiliated companies and the customers, clients
and suppliers of
any of the foregoing;
(ii) any scientific or technical information, design, process,
procedure,
formula, or improvement that is commercially valuable and secret
in the sense
that its confidentiality affords the Transfer Agent or the Fund a
competitive
advantage over its competitors; and
(iii) all confidential or proprietary concepts, documentation,
reports, data,
specifications, computer software, source code, object code, flow
charts,
databases, inventions, know-how, show-how and trade secrets,
whether or not
patentable or copyrightable.
(b) Confidential Information includes, without limitation,
all documents,
inventions, substances, engineering and laboratory notebooks,
drawings, diagrams,
specifications, bills of material, equipment, prototypes and
models, and any other
tangible manifestation of the foregoing which now exist or come
into the control or
possession of the party.
16.2 Except as expressly authorized by prior written
consent of the disclosing party
("Discloser"), the party receiving Confidential Information
("Recipient") shall:
(a) limit access to Discloser's Confidential
Information to Recipient's
employees who have a need-to-know in connection with the subject
matter thereof;
(b) advise those employees who have access to the
Confidential Information
of the proprietary nature thereof and of the obligations set forth
in this Confidentiality
Agreement;
(c) take appropriate action by instruction or agreement
with the employees
having access to Discloser's Confidential Information to fulfill
Recipient's obligations
under this Confidentiality Agreement;
(d) safeguard all of Discloser's Confidential Information
by using a
reasonable degree of care, but not less than that degree of care
used by Recipient in
safeguarding its own similar information or material;
(e) use all of Discloser's Confidential Information solely
for purposes that it
was intended;
(f) not disclose any of Discloser's Confidential
Information to third parties;
and
(g) not disclose the existence of the discussions to any
third party.
16.3 Upon Discloser's request, Recipient shall surrender to
Discloser all memoranda,
notes, records, drawings, manuals, records, and other documents or
materials (and all copies
of same) relating to or containing Discloser's Confidential
Information. When Recipient
returns the materials, Recipient shall certify in writing that it
has returned all materials
containing or relating to the Confidential Information.
16.4 The obligations of confidentiality and restriction on
use in this Article 17 shall
not apply to any Confidential Information that Recipient proves:
(a) was in the public domain prior to the date of this
Agreement or
subsequently came into the public domain through no fault of
Recipient; or
(b) was lawfully received by Recipient from a third party
free of any
obligation of confidence to the third party; or
(c) was already in Recipient's possession prior to receipt
from Discloser; or
(d) is required to be disclosed in a judicial or
administrative proceeding after
all reasonable legal remedies for maintaining such information in
confidence have been
exhausted including, but not limited to, giving Discloser as much
advance notice as
practical of the possibility of disclosure to allow Discloser to
stop such disclosure or
obtain a protective order concerning such disclosure; or
(e) is subsequently and independently developed by
Recipient's employees,
consultants or agents without reference to Confidential
Information.
16.5 The Fund and the Transfer Agent agree that money
damages would not be a
sufficient remedy for breach of this Article 16. Accordingly, in
addition to all other remedies
that either party may have, a party shall be entitled to specific
performance and injunctive or
other equitable relief as a remedy for any breach of this
Agreement. The parties agree to
waive any requirement for a bond in connection with any such
injunctive or other equitable
relief.
Article 17 Force Majeure. In the event either party is unable to
perform its obligations
under the terms of this Agreement because of acts of God, strikes,
labor difficulties,
mechanical breakdowns, equipment or transmission failure or damage
reasonably beyond its
control, or other causes reasonably beyond its control, such party
shall not be liable for
damages to the other for any damages resulting from such failure
to perform or otherwise from
such causes.
Article 18 Amendments. This Agreement may only be amended or
modified by a written
instrument executed by both parties.
Article 19 Subcontracting. The Fund agrees that the Transfer
Agent may, in its discretion,
subcontract for certain of the services described under this
Agreement or the Schedules hereto;
provided that the appointment of any such Transfer Agent shall not
relieve the Transfer Agent
of its responsibilities hereunder.
Article 20 Arbitration.
20.1 Any claim or controversy arising out of or relating to
this Agreement, or breach
hereof, shall be settled by arbitration administered by the
American Arbitration Association in
Boston, Massachusetts in accordance with its applicable rules,
except that the Federal Rules of
Evidence and the Federal Rules of Civil Procedure with respect to
the discovery process shall
apply.
20.2 The parties hereby agree that judgment upon the award
rendered by the arbitrator
may be entered in any court having jurisdiction.
20.3 The parties acknowledge and agree that the performance
of the obligations under
this Agreement necessitates the use of instrumentalities of
interstate commerce and,
notwithstanding other general choice of law provisions in this
Agreement, the parties agree
that the Federal Arbitration Act shall govern and control with
respect to the provisions of this
Article 21.
Article 21 Notice. Any notice or other instrument authorized or
required by this
Agreement to be given in writing to the Fund or the Transfer
Agent, shall be sufficiently given
if addressed to that party and received by it at its office set
forth below or at such other place
as it may from time to time designate in writing.
To the Fund:
Panorama Trust
c/o Pictet & Cie
29 Boulevard Georges - Favon
1204 Geneva, Switzerland
Attention: Jean Pilloud
To the Transfer Agent:
The Shareholder Services Group, Inc.
One Exchange Place
53 State Street
Boston, Massachusetts 02109
Attention: President
with a copy to the Transfer Agent's General Counsel
Article 22 Successors. This Agreement shall extend to and shall
be binding upon the
parties hereto, and their respective successors and assigns,
provided, however, that this
Agreement shall not be assigned to any person other than a person
controlling, controlled by or
under common control with the assignor without the written consent
of the other party, which
consent shall not be unreasonably withheld.
Article 23 Governing Law. This Agreement shall be governed
exclusively by the laws of
the Commonwealth of Massachusetts without reference to the choice
of law provisions thereof.
Each party hereto hereby (i) consents to the personal jurisdiction
of the Commonwealth of
Massachusetts courts over the parties hereto, hereby waiving any
defense of lack of personal
jurisdiction; and (iii) appoints the person to whom notices
hereunder are to be sent as agent for
service of process.
Article 24 Matters Relating to the Fund as a Massachusetts
Business Trust. The terms
"Fund" and "Trustees" refer respectively to the Trust created and
the Trustees, as trustees but
not individually or personally, acting from time to time under a
Declaration of Trust dated as
of May 23, 1995 to which reference is hereby made and a copy of
which is on file at the office
of the Secretary of the Commonwealth of Massachusetts and
elsewhere as required by law, and
to any and all amendments thereto so filed or hereafter filed.
The obligations of the Fund
entered into in the name or on behalf thereof by any of the
Trustees, representatives or agents
are made not individually, but in such capacities, and are not
binding upon any of the
Trustees, Shareholders or representatives of the Fund personally,
but bind only the assets of
the Fund, and all persons dealing with the Fund or a Portfolio
must look solely to the assets of
the Fund belonging to such Portfolio for the enforcement of any
claims against the Fund.
Article 25 Counterparts. This Agreement may be executed in any
number of counterparts,
each of which shall be deemed to be an original; but such
counterparts shall, together,
constitute only one instrument.
Article 26 Captions. The captions of this Agreement are included
for convenience of
reference only and in no way define or limit any of the provisions
hereof or otherwise affect
their construction or effect.
Article 27 Use of Transfer Agent/Fund Name.
27.1 The Fund shall not use the name of the Transfer Agent
in any Prospectus,
Statement of Additional Information, Shareholders' report, sales
literature or other material
relating to the Fund in a manner not approved prior thereto in
writing; provided, that the
Transfer Agent need only receive notice of all reasonable uses of
its name which merely refer
in accurate terms to its appointment hereunder or which are
required by any government
agency or applicable law or rule.
27.2 The Transfer Agent shall not use the name of the Fund
or material relating to the
Fund on any documents or forms for other than internal use in a
manner not approved prior
thereto in writing; provided, that the Fund need only receive
notice of all reasonable uses of its
name which merely refer in accurate terms to the appointment of
the Transfer Agent or which
are required by any government agency or applicable law or rule.
Article 28 Relationship of Parties. The parties agree that they
are independent contractors
and not partners or co-venturers and nothing contained herein
shall be interpreted or construed
otherwise.
Article 29 Entire Agreement; Severability. This Agreement and
the Exhibits and
Schedules attached hereto constitute the entire agreement of the
parties hereto relating to the
matters covered hereby and supersede any previous agreements. If
any provision is held to be
illegal, unenforceable or invalid for any reason, the remaining
provisions shall not be affected
or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by
their duly authorized officers, as of the day and year first above
written.
PANORAMA TRUST:
By: /s/ Jean G. Pilloud
Title: President and Trustee
THE SHAREHOLDER SERVICES GROUP, INC.
By: /s/ Jack P. Kutner
Title: Chief Operations Officer
Exhibit 1
LIST OF PORTFOLIOS AND CLASSES
Pictet Global Emerging Markets Fund (with one class of shares)
Schedule A
DUTIES OF THE TRANSFER AGENT
1. Shareholder Information. The Transfer Agent
shall maintain a record of the
number of Shares held by each Shareholder of record which shall
include name, address,
taxpayer identification and which shall indicate whether such
Shares are held in certificates or
uncertificated form.
2. Shareholder Services. The Transfer Agent shall
respond as appropriate to all
inquiries and communications from Shareholders relating to
Shareholder accounts with respect
to its duties hereunder and as may be from time to time mutually
agreed upon between the
Transfer Agent and the Fund.
3. Mailing Communications to Shareholders; Proxy
Materials. The Transfer
Agent will address and mail to Shareholders of the Fund, all
reports to Shareholders, dividend
and distribution notices and proxy material for the Fund's
meetings of Shareholders. In
connection with meetings of Shareholders, the Transfer Agent will
prepare Shareholder lists,
mail and certify as to the mailing of proxy materials, process and
tabulate returned proxy
cards, report on proxies voted prior to meetings, act as inspector
of election at meetings and
certify Shares voted at meetings.
4. Sales of Shares
(a) The Transfer Agent shall not be required to issue
any Shares of the Fund
where it has received a Written Instruction from the Fund or
official notice from any
appropriate authority that the sale of the Shares of the Fund has
been suspended or
discontinued. The existence of such Written Instructions or such
official notice shall be
conclusive evidence of the right of the Transfer Agent to rely on
such Written Instructions or
official notice.
(b) In the event that any check or other order for
the payment of money is
returned unpaid for any reason, the Transfer Agent will endeavor
to: (i) give prompt notice of
such return to the Fund or its designee; (ii) place a stop
transfer order against all Shares issued
as a result of such check or order; and (iii) take such actions as
the Transfer Agent may from
time to time deem appropriate.
5. Transfer, Repurchase, and Exchange
(a) The Transfer Agent shall process all requests to
transfer, redeem, or
exchange Shares in accordance with the transfer, repurchase, or
exchange procedures set
forth in the Fund's Prospectus.
(b) The Transfer Agent will transfer, repurchase, or
exchange Shares upon
receipt of Oral or Written Instructions or otherwise pursuant to
the Prospectus, if any,
properly endorsed for transfer or redemption, accompanied by such
documents as the Transfer
Agent reasonably may deem necessary.
(c) The Transfer Agent reserves the right to refuse
to transfer, repurchase, or
exchange Shares until it is satisfied that the endorsement on the
instructions is valid and
genuine. The Transfer Agent also reserves the right to refuse to
transfer, repurchase, or
exchange Shares until it is satisfied that the requested transfer,
repurchase, or exchange is
legally authorized, and it shall incur no liability for the
refusal, in good faith, to make
transfer, repurchase, or exchange which the Transfer Agent, in its
good judgement, deems
improper or unauthorized, or until it is reasonably satisfied that
there is no basis to any claims
adverse to such transfer, repurchase, or exchange.
(d) When Shares are redeemed, the Transfer Agent
shall, upon receipt of the
instructions and documents in proper form, deliver to the
Custodian and the Fund or its
designee a notification setting forth the number of Shares to be
repurchased. Such repurchased
shares shall be reflected on appropriate accounts maintained by
the Transfer Agent reflecting
outstanding Shares of the Fund and Shares attributed to individual
accounts.
(e) The Transfer Agent, upon receipt of the monies
paid to it by the Custodian
for the repurchase of Shares, pay such monies as are received from
the Custodian, all in
accordance with the procedures described in the written
instruction received by the Transfer
Agent from the Fund.
(f) The Transfer Agent shall not process or effect
any repurchase or exchange
with respect to Shares of the Fund after receipt by the Transfer
Agent or its agent of
notification of the suspension of the determination of the net
asset value of the Fund.
7. Dividends
(a) Upon the declaration of each dividend and each
capital gain distribution by
the Trustees of the Fund with respect to Shares of the Fund, the
Fund shall furnish or cause to
be furnished to the Transfer Agent Written Instructions setting
forth the date of the declaration
of such dividend or distribution, the ex-dividend date, the date
of payment thereof, the record
date as of which Shareholders entitled to payment shall be
determined, the amount payable per
Share to the Shareholders of record as of that date, the total
amount payable to the Transfer
Agent on the payment date and whether such dividend or
distribution is to be paid in Shares at
net asset value.
(b) On or before the payment date specified in such
resolution of the Trustees,
the Fund will pay to the Transfer Agent sufficient cash to make
payment to the Shareholders of
record as of such payment date.
(c) If the Transfer Agent does not receive
sufficient cash from the Fund to
make total dividend and/or distribution payments to all
Shareholders of the Fund as of the
record date, the Transfer Agent will, upon notifying the Fund,
withhold payment to all
Shareholders of record as of the record date until sufficient cash
is provided to the Transfer
Agent.
8. In addition to and neither in lieu nor in
contravention of the services set forth
above, the Transfer Agent shall: (i) perform all the customary
services of a transfer agent,
registrar, dividend disbursing agent and agent of the dividend
reinvestment and cash purchase
plan as described herein consistent with those requirements in
effect as at the date of this
Agreement. The detailed definition, frequency, limitations and
associated costs (if any) set out
in the attached fee schedule, include but are not limited to:
maintaining all Shareholder
accounts, preparing Shareholder meeting lists, mailing proxies,
tabulating proxies, mailing
Shareholder reports to current Shareholders, withholding taxes on
U.S. resident and
non-resident alien accounts where applicable, preparing and filing
U.S. Treasury Department
Forms 1099 and other appropriate forms required with respect to
dividends and distributions
by federal authorities for all Shareholders.
Schedule B
FEE LETTER AGREEMENT
Schedule C
OUT-OF-POCKET EXPENSES
The Fund shall reimburse the Transfer Agent monthly for
applicable out-of-pocket
expenses, including, but not limited to the following items:
- Microfiche/microfilm production
- Magnetic media tapes and freight
- Printing costs, including certificates, envelopes,
checks and stationery
- Postage (bulk, pre-sort, ZIP+4, barcoding, first
class) direct pass
through to the Fund
- Due diligence mailings
- Telephone and telecommunication costs, including all
lease,
maintenance, line and voice response system costs
- Ad hoc reports
- Proxy solicitations, mailings and tabulations
- Daily & Distribution advice mailings
- Shipping, Certified and Overnight mail and insurance
- Year-end form production and mailings
- Terminals, communication lines, printers and other
equipment and any
expenses incurred in connection with such terminals and lines
- Duplicating services
- Courier services
- Incoming and outgoing wire charges
- Federal Reserve and Bank Service fees, check
clearance, ACH
transactions and other related charges
- Overtime, as approved by the Fund
- Temporary staff, as approved by the Fund
- Travel and entertainment, as approved by the Fund
- Record retention, retrieval and destruction costs,
including, but not
limited to exit fees charged by third party record keeping vendors
- Third party audit reviews
- All conversion costs: including System start up costs
- All Systems enhancements after the conversion at the
rate of $95.00 per
hour
- Insurance
- Such other miscellaneous expenses reasonably incurred
by the Transfer
Agent in performing its duties and responsibilities under this
Agreement.
- NSCC transaction charges
The Fund agrees that postage and mailing expenses will be
paid on the day of or prior
to mailing as agreed with the Transfer Agent. In addition, the
Fund will promptly reimburse
the Transfer Agent for any other unscheduled expenses incurred by
the Transfer Agent
whenever the Fund and the Transfer Agent mutually agree that such
expenses are not
otherwise properly borne by the Transfer Agent as part of its
duties and obligations under the
Agreement.
Schedule D
FUND DOCUMENTS
- Certified copy of the Articles of Incorporation of the
Fund, as amended
- Certified copy of the By-laws of the Fund, as amended,
- Copy of the resolution of the Trustees authorizing the
execution and
delivery of this Agreement
- Specimens of the certificates for Shares of the Fund,
if applicable, in the
form approved by the Trustees of the Fund, with a certificate of
the Secretary of
the Fund as to such approval
- All account application forms and other documents
relating to
Shareholder accounts or to any plan, program or service offered by
the Fund
- Certified list of Shareholders of the Fund with the
name, address and
taxpayer identification number of each Shareholder, and the number
of Shares
of the Fund held by each, certificate numbers and denominations
(if any
certificates have been issued), lists of any accounts against
which stop transfer
orders have been placed, together with the reasons therefore, and
the number of
Shares redeemed by the Fund
- All notices issued by the Fund with respect to the
Shares in accordance
with and pursuant to the Articles of Incorporation or By-laws of
the Fund or as
required by law and shall perform such other specific duties as
are set forth in
the Articles of Incorporation including the giving of notice of
any special or
annual meetings of shareholders and any other notices required
thereby.
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT is made as of October 3, 1995
by and between THE
SHAREHOLDER SERVICES GROUP, INC., a Massachusetts corporation
("TSSG"), and PANORAMA
TRUST, a Massachusetts business trust (the "Trust").
WHEREAS, the Trust is registered as an open-end management
investment company under the
Investment Trust Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust desires to retain TSSG to render certain
administrative services to those series
of the Trust described in Schedule A hereto, as from time to time
amended (each a "Fund" and, collectively,
the "Funds"), and TSSG is willing to render such services;
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is
agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints TSSG to act as
Administrator of the Trust on the
terms set forth in this Agreement. TSSG accepts such appointment
and agrees to render the services herein set
forth for the compensation provided for in the written Fee Letter
Agreement, annexed hereto and incorporated
herein as Schedule B.
In the event that the Trust establishes additional series or
classes with respect to which the Trust
decides to retain TSSG to act as administrator and accounting
services provider, the Trust shall so notify
TSSG in writing. If TSSG is willing to render such services, TSSG
shall notify the Trust in writing
whereupon such series shall be deemed to be a Fund hereunder and
shall be subject to the provisions of this
Agreement except to the extent that said provisions (including
those relating to the compensation payable by
the Funds to TSSG) are modified with respect to such Fund in
writing by the Trust and TSSG at the time.
Without limiting the foregoing, it is understood that the Trust
will from time to time issue separate series or
classes of shares and may classify and reclassify shares of any
such series or class. TSSG shall identify to each
such series or class property belonging to such series or class
and in such reports, confirmations and notices to
the Trust called for under this Agreement shall identify the
series or class to which such report, confirmation
or notice pertains.
2. Delivery of Documents. The Trust has furnished TSSG
with copies properly certified or
authenticated of each of the following:
(a) Resolutions of the Trust's Board of Trustees
authorizing the appointment of TSSG
to provide certain administrative services to the Fund and
approving this Agreement;
(b) The Trust's Declaration of Trust filed with the
Secretary of State of the
Commonwealth of Massachusetts on May 23, 1995 and all amendments
thereto (the "Declaration of Trust");
(c) The Trust's By-Laws and all amendments thereto
(the "By-Laws");
(d) The Investment Advisory Agreement between Pictet
International Management
Limited (the "Adviser") and the Trust dated as of October 3, 1995;
(e) The Custody Agreement between Brown Brothers
Harriman & Co. (the
"Custodian") and the Trust dated as of October 3, 1995;
(f) The Transfer Agency and Services Agreement
between The Shareholder Services
Group, Inc. (the "Transfer Agent") and the Trust dated as of
October 3, 1995;
(g) The Trust's Registration Statement on Form N-1A
(the "Registration Statement")
under the Securities Act of 1933 and under the 1940 Act (File Nos.
33-92712 and 811-9050), as filed with the
Securities and Exchange Commission ("SEC") on May 25, 1995 and
declared effective by the SEC on October
3, 1995, relating to the Trust's shares of beneficial ownership,
$.001 par value per share, and all amendments
thereto; and
(h) The Trust's most recent prospectus(es) and
statement(s) of additional information
(together, the "Prospectus").
The Trust will furnish TSSG from time to time with copies,
properly certified or authenticated, of all
amendments of or supplements to the foregoing. Furthermore, the
Trust will provide TSSG with any other
documents that TSSG may reasonably request and will notify TSSG as
soon as possible of any matter
materially affecting the performance by TSSG of its services under
this Agreement.
3. Duties as Administrator. Subject to the supervision
and direction of the Board of Trustees of
the Trust, TSSG, as Administrator, will assist in supervising
various aspects of the Trust's administrative
operations and undertakes to perform the following specific
services:
(a) Maintaining office facilities (which may be in
the offices of TSSG or a corporate
affiliate);
(b) Furnishing statistical and research data, data
processing services, clerical services,
and internal legal, executive and administrative services and
stationery and office supplies in connection with
its services hereunder;
(c) Furnishing corporate secretarial services
including preparation and distribution of
materials for Board of Trustees meetings;
(d) Assisting in the preparation of the Trust's
Registration Statement and any Pre-
Effective and Post-Effective Amendments to the Trust's
Registration Statement, Notices of Annual or Special
Meetings of Shareholders and Proxy materials relating to such
Meetings;
(e) Assisting in the determination of the
jurisdictions in which the Trust's shares will
be registered or qualified for sale and, in connection therewith,
shall be responsible for the initial registration
or qualification and the maintenance of such registration or
qualification of such shares for sale under the
securities laws of any state. Payment of share registration fees
and any fees for qualifying or continuing the
qualification of the Fund as a dealer or broker shall be made by
the Fund;
(f) Providing the services of certain persons who
may be appointed as officers of the
Trust by the Trust's Board of Trustees;
(g) Providing legal advice and counsel to the Trust
with respect to regulatory matters,
including monitoring regulatory and legislative developments which
may affect the Trust and assisting in the
strategic response to such developments, counseling and assisting
the Trust in routine regulatory examinations
or investigations of the Trust, and working closely with outside
counsel to the Trust in response to any
litigation or non-routine regulatory matters;
(h) Accounting and bookkeeping services (including
the maintenance of such accounts,
books and records of the Trust as may be required by Section 31(a)
of the 1940 Act and the rules thereunder);
(i) Valuing the Trust's assets and calculating the
net asset value of the shares of the
Fund at the close of regular trading on the New York Stock
Exchange on each business day (as set forth in the
Trust's Prospectus);
(j) Accumulating information for and preparing
reports to the Trust's shareholders of
record and the SEC including, but not necessarily limited to,
Annual and Semi-Annual Reports, Semi-Annual
Reports on Form N-SAR and Notices pursuant to Rule 24f-2;
(k) Reviewing and providing advice and counsel on
all sales and advertising materials
prepared on behalf of the Trust;
(l) Preparing and filing the Trust's tax returns;
(m) Assisting the Adviser, at the Adviser's request,
in monitoring and developing
compliance procedures for the Trust which will include, among
other matters, procedures to assist the Adviser
in monitoring compliance with the Fund's investment objective,
policies, restrictions, tax matters and
applicable laws and regulations and performing certain monthly
compliance tests; and
(n) Preparing and furnishing the Trust (at the
Trust's request) with standard SEC
performance information (including yield and total return
information) calculated in accordance with
applicable U.S. securities laws and reporting to external
databases such information as may reasonably be
requested.
In performing its duties as Administrator of the Trust, TSSG
will act in accordance with the
Declaration of Trust, By-Laws, Prospectus and with the
instructions and directions of the Board of Trustees of
the Trust and will conform to and comply with the requirements of
the 1940 Act and all other applicable
federal or state laws and regulations.
4. Allocation of Expenses. TSSG shall bear all expenses
in connection with the performance of
its services under this Agreement, except as noted below.
(a) TSSG will from time to time employ or associate
with itself such person or persons
as TSSG may believe to be particularly suited to assist it in
performing services under this Agreement. Such
person or persons may be officers and employees who are employed
by both TSSG and the Trust. The
compensation of such person or persons shall be paid by TSSG and
no obligation shall be incurred on behalf of
the Trust in such respect.
(b) TSSG shall not be required to pay any of the
following expenses incurred by the
Trust: membership dues in the Investment Company Institute or any
similar organization; investment
advisory expenses; costs of printing and mailing stock
certificates, prospectuses, reports and notices; interest
on borrowed money; brokerage commissions; taxes and fees payable
to Federal, state and other governmental
agencies; fees of Trustees of the Trust who are not affiliated
with TSSG; outside auditing expenses; outside
legal expenses; or other expenses not specified in this Section 4
which may be properly payable by the Trust.
(c) For the services to be rendered, the facilities
to be furnished and the payments to be
made to TSSG, as provided for in this Agreement, the Trust shall
compensate TSSG for its services rendered
pursuant to this Agreement in accordance with the fees set forth
in Schedule B, annexed hereto and
incorporated herein. Such fees do not include out-of-pocket
disbursements of TSSG for which TSSG will be
entitled to bill separately. Out-of-pocket disbursements shall
include, but shall not be limited to, the items
specified in Schedule C, annexed hereto and incorporated herein,
which schedule may be modified by TSSG
upon not less than thirty days' prior written notice to the Trust.
(d) TSSG will bill the Trust as soon as practicable
after the end of each calendar
month, and said billings will be detailed in accordance with the
out-of-pocket schedule. The Trust will
promptly pay to TSSG the amount of such billing.
5. Limitation of Liability.
(a) TSSG shall not be liable for any error of
judgment or mistake of law or for any loss
suffered by the Trust in connection with the performance of its
obligations and duties under this Agreement,
except a loss resulting from TSSG's willful misfeasance, bad faith
or negligence in the performance of such
obligations and duties, or by reason of its reckless disregard
thereof. The Trust will indemnify TSSG against
and hold it harmless from any and all losses, claims, damages,
liabilities or expenses (including reasonable
counsel fees and expenses) resulting from any claim, demand,
action or suit not resulting from the willful
misfeasance, bad faith or negligence of TSSG in the performance of
such obligations and duties or by reason
of its reckless disregard thereof. The Trust and TSSG agree that
the obligations of the Trust under this
Agreement shall not be binding upon any of the members of the
Trust's Board of Trustees, shareholders,
nominees, officers, employees or agents, whether past, present or
future, of the Trust, individually, but are
binding only upon the assets and property of the Trust, as
provided in the Declaration of Trust. The execution
and delivery of this Agreement have been authorized by the Board
of Trustees and signed by an authorized
officer of the Trust, acting as such, and neither such
authorization by such members of the Board of Trustees
nor such execution and delivery by such officer shall be deemed to
have been made by any of them individually
or to impose any liability on any of them personally, but shall
bind only the assets and property of the Trust as
provided in the Declaration of Trust.
(b) Notwithstanding the foregoing paragraph or
anything else contained in this
Agreement to the contrary, TSSG's entire liability to the Trust
for any loss or damage, direct or indirect, for
any cause whatsoever (including but not limited to those arising
out of this Agreement), and regardless of the
form of action, shall be limited to the Trust's actual direct out-
of-pocket expenses which are reasonably
incurred by the Trust, but shall not under any circumstances
exceed the lesser of (i) an amount equivalent to
the average of twelve months' fees paid to TSSG under this
Agreement or (ii) two million dollars
($2,000,000).
(c) In no event and under no circumstances shall
either party to this Agreement be
liable to the other party for consequential or indirect loss of
profits, reputation or business or any other special
damages under any provision of this Agreement or for any act or
failure to act hereunder.
6. Termination of Agreement.
(a) This Agreement shall become effective on the
date hereof and shall continue for a
period of two (2) years (the "Initial Term") unless earlier
terminated pursuant to the terms of this Agreement.
Thereafter this Agreement shall automatically be renewed for
successive terms of one (1) year ("Renewal
Term") each.
(b) Either party may terminate this Agreement at the
end of the Initial Term or at the
end of any subsequent Renewal Term upon not than less than ninety
(90) days' or more than one hundred-
eighty (180) days' prior written notice to the other party.
(c) In the event a termination notice is given by
the Trust, all expenses associated with
movement of records and materials and conversion thereof will be
borne by the Trust.
(d) If a party hereto is guilty of a material
failure to perform its duties and obligations
hereunder (a "Defaulting Party") resulting in a material loss to
the other party (the "Non-Defaulting Party"),
the Non-Defaulting Party may give written notice thereof to the
Defaulting Party, and if such material breach
shall not have been remedied within thirty (30) days after such
written notice is given, then the Non-
Defaulting Party may terminate this Agreement by giving thirty
(30) days' written notice of such termination
to the Defaulting Party. If TSSG is the Non-Defaulting Party, its
termination of this Agreement shall not
constitute a waiver of any other rights or remedies of TSSG with
respect to services performed prior to such
termination or rights of TSSG to be reimbursed for out-of-pocket
expenses. In all cases, termination by the
Non-Defaulting Party shall not constitute a waiver by the Non-
Defaulting Party of any other rights it might
have under this Agreement or otherwise against the Defaulting
Party.
7. Amendment to this Agreement. No provision of this
Agreement may be changed,
discharged or terminated orally, but only by an instrument in
writing signed by the party against which
enforcement of the change, discharge or termination is sought.
8. Miscellaneous.
(a) Any notice or other instrument authorized or
required by this Agreement to be
given in writing to the Trust or TSSG shall be sufficiently given
if addressed to the party and received by it at
its office set forth below or at such other place as it may from
time to time designate in writing.
To the Trust:
Panorama Trust
c/o Pictet & Cie
29 Boulevard Georges-Favon
1204 Geneva
Switzerland
Attention: Jean G. Pilloud
To TSSG:
The Shareholder Services Group, Inc.
53 State Street - BOS425
Boston, Massachusetts 02109
Attention: Patricia L. Bickimer, Esq.
(b) This Agreement shall extend to and shall be
binding upon the parties hereto and
their respective successors and assigns, provided that this
Agreement shall not be assignable without the
written consent of the other party.
(c) This Agreement shall be construed in accordance
with the laws of the
Commonwealth of Massachusetts.
(d) This Agreement may be executed in any number of
counterparts each of which shall
be deemed to be an original and which collectively shall be deemed
to constitute only one instrument.
(e) The captions of this Agreement are included for
convenience of reference only and
in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(f) This Agreement and the fee schedule hereto
constitute the entire agreement between
the parties hereto with respect to the matters described herein.
9. Confidentiality. All books, records, information and
data pertaining to the business of the
Trust that are exchanged or received pursuant to the performance
of TSSG's duties under this Agreement shall
remain confidential and shall not be voluntarily disclosed to any
other person, except as specifically authorized
by the Trust or as may be required by law.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be duly executed and
delivered by their duly authorized officers as of the date first
written above.
THE SHAREHOLDER SERVICES GROUP, INC.
By: /s/ William E. Small
Name: William E. Small
Title: Executive Vice President
PANORAMA TRUST
By: /s/ Jean G. Pilloud
Name: Jean G. Pilloud
Title: President & Chairman
SCHEDULE A (as revised January __, 1996)
SERIES AND CLASSES OF THE TRUST
PICTET GLOBAL EMERGING MARKETS FUND
(with one class of shares)
PICTET INTERNATIONAL SMALL COMPANIES FUND
(with one class of shares)
SCHEDULE B
FEE SCHEDULE FOR
ADMINISTRATION AND
FUND ACCOUNTING SERVICES
SCHEDULE C
OUT-OF- POCKET EXPENSES
Out-of-pocket expenses include, but are not limited
to, the following:
- Postage (including overnight or other courier
services)
- Telephone
- Telecommunications charges (including FAX)
- Duplicating charges
- Pricing services
- Forms and supplies
- Travel expenses
- Vendor set-up charges for Blue Sky services
- Legal services prior to commencement of
operations
December 29, 1995
Panorama Trust
One Exchange Place
Boston, MA 02109
RE: Post-Effective Amendment No. 3 to
Form N-1A Registration Statement
File Nos. 33-92712/811-9050
Ladies and Gentlemen:
The undersigned is Vice President and Associate General
Counsel of First Data Investor Services Group, Inc., which serves
as administrator to Panorama Trust (the "Trust"). In such
capacity, from time to time and for certain purposes, I act as
counsel for the Trust. The Trust has registered an indefinite
number of shares pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended (the "1940 Act"). In accordance
with the requirements of Rule 24f-2, you have asked that I render
the necessary legal opinion required by said Rule with respect to
the offer and sale of an indefinite number of shares of beneficial
interest having a par value of $.001 per share (the "Shares") of
the Pictet International Small Companies Fund (the "Fund") of the
Trust covered by the above-referenced Registration Statement.
The Trust was organized as a Massachusetts business trust
pursuant to a Declaration of Trust (as amended from time to time,
the "Declaration of Trust") filed with the Secretary of State of
the Commonwealth of Massachusetts on May 24, 1995. The Fund was
established as a separate series of the Trust by an instrument
dated December 8, 1995 executed by a majority of the Trustees of
the Trust.
I have examined the Trust's Declaration of Trust, its By-
Laws, the minutes of meetings of the Board of Trustees of the
Trust, the Trust's Prospectus and Statement of Additional
Information included as part of the aforementioned Registration
Statement, and such other documents, records and certificates as I
deemed necessary for purposes of this opinion.
Based on the foregoing, I am of the opinion that the Trust
has been duly organized and is validly existing in accordance with
the laws of The Commonwealth of Massachusetts and that the Shares
which are the subject of the Registration Statement will, when
sold in accordance with the terms of the current Prospectus and
Statement of Additional Information at the time of sale, be duly
authorized and validly issued and fully paid and non-assessable by
the Trust. This opinion is for the limited purpose expressed
above and should not be deemed to be an expression of opinion as
to compliance with the Securities
Panorama Trust
December 29, 1995
Page 2
Act of 1933, the 1940 Act or applicable state "blue sky" or
securities laws in connection with the sale of the Shares.
The Trust is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts laws,
shareholders could, under certain circumstances, be held
personally liable for the obligations of the Trust. However, the
Declaration of Trust provides that if a shareholder of any series
of the Trust (such as the Fund) is charged or held personally
liable solely by reason of being or having been a shareholder, the
shareholder shall be entitled out of the assets of said series to
be held harmless from and indemnified against all loss and expense
arising from such liability. Thus, the risk of a shareholder
incurring financial loss on account of shareholders liability is
limited to circumstances in which that series itself would be
unable to meet its obligations.
I consent to the filing of this opinion as part of the
Trust's Registration Statement.
Very truly yours,
/s/ Patricia L. Bickimer
Patricia L. Bickimer
Vice President and
Associate General
Counsel
PURCHASE AGREEMENT
Panorama Trust (the "Trust"), a Massachusetts business trust
and Pictet
International Limited (the "Purchaser") hereby agree as follows:
1. The Trust hereby offers the Purchaser and the Purchaser
hereby purchases
1,000 shares of beneficial interest (the "Shares") at $100.00 per
share of the Trust's
Pictet Global Emerging Markets Fund (the "Fund"). The Shares are
the "initial shares"
of the Fund. The Purchaser hereby acknowledges receipt of a
purchase confirmation
reflecting the purchase of the Shares, and the Trust hereby
acknowledges receipt from
the Purchaser of funds in the amount of $100,000 in full payment
for the Shares.
2. The Purchaser represents and warrants to the Trust that
the Shares
purchased by the Purchaser are being acquired for investment
purposes and not for the
purpose of distribution.
3. The Purchaser agrees that if it or any direct or
indirect transferee of the
Shares held by the Purchaser redeems the Shares prior to the fifth
anniversary of the
date that the Trust begins its investment activities, the
Purchaser will pay to the Trust
an amount equal to the number resulting from multiplying the
Trust's total unamortized
organizational expenses by a fraction, the numerator of which is
equal to the number of
Shares redeemed by the Purchaser or such transferee and the
denominator of which is
equal to the number of Shares outstanding as of the date of such
redemption, as long as
the administrative position of the staff of the Securities and
Exchange Commission
requires such reimbursement.
4. The Trust represents that a copy of its Declaration of
Trust, dated May 23,
1995, is on file in the Office of the Secretary of the
Commonwealth of Massachusetts.
5. This Agreement has been executed on behalf of the Trust
by the
undersigned officer of the Trust in his/her capacity as an officer
of the Trust. The
obligations of this Agreement shall be binding only upon the
assets and property of the
Fund and not upon
the assets and property of any other fund of the Trust.
6. This Agreement may be executed in counterparts, each of
which shall be
deemed to be an original, but such counterparts shall, together,
constitute only one
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as
of the 26th day of September, 1995.
PANORAMA TRUST
Attest:
Illegible By: /s/ Jean G. Pilloud
Title: Chairman, President and Trustee
PICTET INTERNATIONAL LIMITED
Attest:
Illegible By: /s/ James Crot /s/ Jean-Pierre Gaudet
Title: James Crot Jean-Pierre Gaudet
Vice-President Assistant Secretary
AGREEMENT BETWEEN
BROWN BROTHERS HARRIMAN & CO
AND
PANORAMA TRUST
TABLE OF CONTENTS
1. Employment of Custodian 1
2. Powers and Duties of the Custodian with respect to Property of the
Fund held by the Custodian
2.1 Safekeeping 1
2.2 Manner of Holding Securities 1
2.3 Registration 1
2.4 Purchases 2
2.5 Exchanges 2
2.6 Sales of Securities 3
2.7 Depositary Receipts 3
2.8 Exercise of Rights; Tender Offers 3
2.9 Stock Dividends, Rights, Etc. 4
2.10 Options 4
2.11 Borrowings 4
2.12 Demand Deposit Bank Accounts 4
2.13 Interest Bearing Call or Time Deposits 6
2.14 Futures Contracts 6
2.15 Foreign Exchange Transactions 7
2.16 Stock Loans 8
2.17 Collections 8
2.18 Dividends, Distributions and Redemptions 8
2.19 Proxies, Notices, Etc. 9
2.20 Nondiscretionary Details 9
2.21 Bills 9
2.22 Deposit of Fund Assets in Securities Systems 9
2.23 Other Transfers 10
2.24 Investment Limitations 11
2.25 Custodian Advances 11
2.26 Restricted Securities 11
2.27 Proper Instructions 12
2.28 Segregated Account 13
3. Powers and Duties of the Custodian with Respect to the Appointment
of Subcustodians 13
4. Assistance by the Custodian as to Certain Matters 16
5. Powers and Duties of the Custodian with Respect to its Role as
Recordkeeping Agent 16
5.1 Records 16
5.2 Accounts 16
5.3 Access to Records 16
6. Standard of Care and Related Matters 17
6.1 Liability of the Custodian with Respect to Proper Instructions;
Evidence of Authority; Etc. 17
6.2 Liability of the Custodian with Respect to Use of Securities
Systems
and Foreign Depositories 17
6.3 Standard of Care; Liability; Indemnification 18
6.4 Reimbursement of Disbursements, Etc. 19
6.5 Security for Obligations to Custodian 19
6.6 Appointment of Agents 19
6.7 Powers of Attorney 19
7. Compensation of the Custodian 19
8. Termination; Successor Custodian 19
9. Amendment 20
10. Governing Law 20
11. Notices 20
12. Binding Effect 20
13. Counterparts 21
CUSTODIAN AGREEMENT
AGREEMENT made this day of , 1995, between
PANORAMA TRUST (the "Fund") and each of the Funds listed in Appendix B
attached hereto as said Exhibit may from time to time be revised (
collectively, the
"Funds;" individually, a "Fund") and Brown Brothers Harriman & Co. (the
"Custodian");
WITNESSETH: That in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
1. Employment of Custodian: The Fund hereby employs and appoints the
Custodian as a custodian for the term and subject to the provisions of this
Agreement. The Custodian shall not be under any duty or obligation to require
the
Fund to deliver to it any securities or funds owned by the Fund and shall have
no
responsibility or liability for or on account of securities or funds not so
delivered.
The Fund will deposit with the Custodian copies of the Declaration of Trust or
Certificate of Incorporation and By-Laws (or comparable documents) of the Fund
and all amendments thereto, and copies of such votes and other proceedings of
the
Fund as may be necessary for or convenient to the Custodian in the performance
of
its duties.
2. Powers and Duties of the Custodian with respect to Property of the
Fund held by the Custodian: Except for securities and funds held by any
Subcustodians appointed pursuant to the provisions of Section 3 hereof or
held by
any Foreign Depositories (as said term is defined in Section 3) utilized by a
Subcustodian, the Custodian shall have and perform the following powers and
duties:
2.1 Safekeeping - To keep safely the securities and other assets of the
Fund that have been delivered to the Custodian and, on behalf of the Fund, from
time to time to receive delivery of securities for safekeeping.
2.2 Manner of Holding Securities - To hold securities of the Fund (1) by
physical possession of the share certificates or other instruments representing
such
securities in registered or bearer form, or (2) in book-entry form by a
Securities
System (as said term is defined in Section 2.22) of a Foreign Depository.
2.3 Registration - To hold registered securities of the Fund, with or
without any indication of fiduciary capacity, provided that securities are
held in an
account of the Custodian containing only assets of the Fund or only assets
held as
fiduciary or custodian for customers.
2.4 Purchases - Upon receipt of proper instructions, as defined in Section
2.27, insofar as funds are available or as funds are otherwise provided by the
Custodian at its discretion pursuant to Section 2.25 (Advances) below for the
purpose, to pay for and receive securities purchased for the account of the
Fund,
payment being made only upon receipt of the securities (1) by the Custodian, or
(2) by a clearing corporation of a national securities exchange of which the
Custodian is a member, or (3) by a Securities System or a Foreign Depository.
However, notwithstanding the foregoing, (i) in the case of repurchase
agreements
entered into by the Fund, the Custodian (as well as an Agent) may release
funds to
a Securities System, a Foreign Depository or a Subcustodian prior to the
receipt of
advice from the Securities System, Foreign Depository or Subcustodian that
the
securities underlying such repurchase agreement have been transferred by book
entry into the Account (as defined in Section 2.22) of the Custodian (or such
Agent) maintained with such Securities System or to the Foreign Depository or
Subcustodian, so long as such payment instructions to the Securities System,
Foreign Depository or Subcustodian include a requirement that delivery is only
against payment for securities, (ii) in the case of foreign exchange contracts,
options, time deposits, call account deposits, currency deposits, and other
deposits, contracts or options pursuant to Sections 2.10, 2.12, 2.13, 2.14
and 2.15,
the Custodian may make payment therefor without receiving an instrument
evidencing said deposit, contract or option so long as such payment
instructions
detail specific securities to be acquired, and (iii) the Custodian may make
payment
for securities prior to receipt thereof in accordance with (A) governmental
regulations, (B) rules of Securities Systems, Foreign Depositories or other
U.S. or
foreign clearing agencies, (C) generally accepted trade practice in the
applicable
local market, (D) the terms of the instrument representing the security, or (E)
proper instructions.
2.5 Exchanges - Upon receipt of proper instructions, to exchange
securities held by it for the account of the Fund for other securities in
connection
with any reorganization, recapitalization, split-up of shares, change of par
value,
conversion or other event relating to the securities or the issuer of such
securities
and to deposit any such securities in accordance with the terms of any
reorganization or protective plan. Without proper instructions, the Custodian
may
surrender securities in temporary form for definitive securities, may surrender
securities for transfer into an account as permitted in Section 2.3, and may
surrender securities for a different number of certificates or instruments
representing the same number of shares or same principal amount of
indebtedness,
provided the securities to be issued are to be delivered to the Custodian.
2.6 Sales of Securities - Upon receipt of proper instructions, to make
delivery of securities which have been sold for the account of the Fund, but
only
against payment therefor (1) in cash, by a certified check, bank cashier's
check,
bank credit, or bank wire transfer, or (2) by credit to the account of the
Custodian
with a clearing corporation of a national securities exchange of which the
Custodian is a member, or (3) by credit to the account of the Custodian or an
Agent of the Custodian with a Securities System or a Foreign Depository.
However. notwithstanding the foregoing, (i) in the case of delivery of physical
certificates or instruments representing securities, the Custodian may make
delivery to the broker buying the securities, against receipt therefor, for
examination in accordance with "street delivery" custom, provided that the
payment therefor is to be made to the Custodian (which payment may be made by
a broker's check) or that such securities are to be returned to the
Custodian, and
(ii) the Custodian may make settlement of securities sold, including with
respect to
the form of payment, in accordance with (A) governmental regulations, (B) rules
of Securities Systems, Foreign Depositories or other U.S. or foreign clearing
agencies, (C) generally accepted trade practice in the applicable
local market, (D)
the terms of the instrument representing the security, or (E) proper
instructions.
2.7 Depositary Receipts - Upon receipt of proper instructions, to instruct a
Subcustodian or an Agent to surrender securities to the depositary used by an
issuer of American Depositary Receipts or International Depositary Receipts
(hereinafter collectively referred to as "ADRs") for such securities against
a written
receipt therefor adequately describing such securities and written evidence
satisfactory to the Subcustodian or Agent that the depositary has acknowledged
receipt of instructions to issue with respect to such securities ADRs in the
name of
the Custodian, or a nominee of the Custodian, for delivery to the Custodian in
Boston, Massachusetts, or at such other place as the Custodian may from time to
time designate.
Upon receipt of proper instructions, to surrender ADRs to the issuer
thereof against a written receipt therefor adequately describing the ADRs
surrendered and written evidence satisfactory to the Custodian that the
issuer of
the ADRs has acknowledged receipt of instructions to cause its depositary to
deliver the securities underlying such ADRs to a Subcustodian or an Agent.
2.8 Exercise of Rights: Tender Offers - Upon timely receipt of proper
instructions, to deliver to the issuer or trustee thereof, or to the agent
of either,
warrants, puts, calls, rights or similar securities for the purpose of being
exercised
or sold, provided that the new securities and cash, if any, acquired by such
action
are to be delivered to the Custodian, and, upon receipt of proper
instructions, to
deposit securities upon invitations for tenders of securities, provided that
the
consideration is to be paid or delivered or the tendered securities are to be
returned
to the Custodian.
2.9 Stock Dividends, Rights, Etc. - To receive and collect all stock
dividends, rights and other items of like nature; and to deal with the same
pursuant
to proper instructions relative thereto.
2.10 Options - Upon receipt of proper instructions or upon receipt of
instructions given pursuant to any agreement relating to an option or as
otherwise
provided in any such agreement to (i) receive and retain, to the extent
provided to
the Custodian, confirmations or other documents evidencing the purchase, sale
or
writing of an option of any type on or in respect of a security, securities
index or
similar form of property by the Fund; (ii) deposit and maintain in a segregated
account, either physically or by book-entry in a Securities System or Foreign
Depository or with a broker, dealer or other entity, securities, cash or
other
assets
in connection with options transactions entered into by the Fund; (iii)
transfer
securities, cash or other assets to a Securities System, Foreign Depository,
broker,
dealer or other entity, as margin (including variation margin) or other
security for
the Fund's obligations in respect of any option; and (iv) pay, release and/or
transfer
such securities, cash or other assets in accordance with a notice or other
communication evidencing the expiration, termination or exercise of or default
under any such option furnished by The Options Clearing Corporation, by the
securities or options exchange on which such option is traded or by such
broker,
dealer or other entity as may be responsible for handling such options
transaction
or have authority to give such notice or communication. The Custodian shall
not
be responsible for the sufficiency of assets held in any segregated account
established in compliance with applicable margin maintenance requirements or
the
performance of the other terms of any agreement relating to an option.
Notwithstanding the foregoing, options on futures contracts and options to
purchase and sell foreign currencies shall be governed by Sections 2.14
and 2.15.
2.11 Borrowings - Upon receipt of proper instructions, to deliver
securities of the Fund to lenders or their agents as collateral for borrowings
effected by the Fund, provided that such borrowed money is payable to or upon
the Custodian's order as Custodian for the Fund.
2.12 Demand Deposit Bank Accounts - To open and operate an account or
accounts in the name of the Fund, subject only to draft or order by the Fund,
and
to hold in such account or accounts deposits accepted on the Custodian's books
denominated in U.S. and foreign currency, received for the account of the Fund,
other than deposits with Banking Institutions held in accordance with the last
paragraph of this Section 2.12. The obligation of the Custodian for deposits
accepted on the Custodian's books and denominated in U.S. currency shall be
that
of a U.S. bank for a similar deposit. The obligation of the Custodian for
deposits
denominated in any foreign currency shall have the benefit of and be subject to
the
provisions of the last paragraph of Section 6.3 hereof, and accordingly in the
event
and to the extent the Custodian shall be unable to obtain payment due to a
Sovereign Risk or other factor described in the first sentence of said
paragraph
from any bank, trust company or similar institution with which the Custodian
has
in turn deposited funds denominated in a foreign currency by reason of the
Custodian's foreign currency deposit obligation to the Fund, the Custodian's
obligation to pay the Fund in respect of such foreign currency obligation shall
similarly be deferred or relieved until and to the extent the Custodian is
able to
obtain payment in respect of the Custodian's foreign deposit from such bank,
trust
company or similar institution and accordingly shall not be payable on demand
in
U.S. currency.
If and when authorized by proper instructions, the Custodian may open and
operate an additional account(s) in such other banks, trust companies or
similar
institutions as may be designated by the Fund in such instructions (any such
bank,
trust company or similar institution so designated by the Fund being referred
to
hereafter as a "Banking Institution"), and may hold in such account or accounts
deposits of the Fund denominated in U.S. or foreign currency, provided that
such
account(s) (hereinafter collectively referred to as "demand deposit bank
accounts")
shall be in the name of the Custodian or a nominee of the Custodian for the
account of the Fund or for the account of the Custodian's customers generally
and
shall be subject only to the Custodian's draft or order; provided that any such
demand deposit bank account shall contain only assets held by the Custodian as
a
fiduciary or custodian for the Fund and/or other customers and that the records
of
the Custodian shall indicate at all times the Fund and/or other customers for
which
such funds are held in such account and the respective interests therein. Such
demand deposit accounts may be opened with Banking Institutions in the United
States and in other countries and may be denominated in either U. S. Dollars or
other currencies as the Fund may determine. The records for each such account
will be maintained by the Custodian but the deposits in any such account shall
not
constitute a deposit liability of the Custodian. All such deposits, including
with
Subcustodians, shall be deemed to be portfolio securities of the Fund and
accordingly the responsibility of the Custodian therefor shall be the same as
and no
greater than the Custodian's responsibility in respect of other portfolio
securities of
the Fund. The authorization by the Fund to appoint a Subcustodian as such
shall
also constitute a proper instruction to open a demand deposit bank account
subject
to the provisions of this paragraph with such Subcustodian.
2.13 Interest Bearing Call or Time Deposits - To place interest bearing
fixed term and call deposits with such banks and in such amounts as the Fund
may
authorize pursuant to proper instructions. Such deposits may be placed with
the
Custodian or with Subcustodians or other Banking Institutions as the Fund may
determine, in the name of the Custodian or a nominee of the Custodian for the
account of the Fund or the account of the Custodian's customers generally and
subject only to the Custodian's draft or order; provided that any such
deposit shall
be held in an account containing only assets held by the Custodian as a
fiduciary or
custodian for the Fund and/or other customers and that the records of the
Custodian shall indicate at all times the Fund and/or other customers for which
such funds are held in such account and the respective interests therein.
Deposits
may be denominated in U. S. Dollars or other currencies and need not be
evidenced by the issuance or delivery of a certificate to the Custodian,
provided
that the Custodian shall include in its records with respect to the assets of
the Fund
appropriate notation as to the amount and currency of each such deposit, the
accepting Banking Institution and other appropriate details, and shall retain
such
forms of advice or receipt evidencing the deposit, if any, as may be forwarded
to
the Custodian by the Banking Institution. Funds, other than those accepted on
the
Custodian's books as a deposit, but including those placed with Subcustodians,
shall be deemed portfolio securities of the Fund and the responsibilities of
the
Custodian therefor shall be the same as those for demand deposit bank accounts
placed with other banks, as described in the second paragraph of Section 2.12
of
this Agreement. The responsibility of the Custodian for funds accepted on the
Custodian's books as a deposit shall be that of a U. S. bank for a similar
deposit.
2.14 Futures Contracts - Upon receipt of proper instructions or upon
receipt of instructions given pursuant to any agreement relating to a futures
contract or an option thereon or as otherwise provided in any such agreement,
to
(i) receive and retain, to the extent provided to the Custodian, confirmations
or
other documents evidencing the purchase or sale of a futures contract or an
option
on a futures contract by the Fund; (ii) deposit and maintain in a segregated
account, either physically or by book-entry in a Securities System or Foreign
Depository, for the benefit of any futures commission merchant, or pay to such
futures commission merchant, securities, cash or other assets designated by the
Fund as initial, maintenance or variation "margin" deposits intended to secure
the
Fund's performance of its obligations under any futures contract purchased or
sold
or any option on a futures contract written, purchased or sold by the Fund, in
accordance with the provisions of any agreement relating thereto or the
rules of
the Commodity Futures Trading Commission and/or any contract market or any
similar organization on which such contract or option is traded; and (iii) pay,
release and/or transfer securities, cash or other assets into or out of such
margin
accounts only in accordance with any such agreement or rules. The Custodian
shall not be responsible for the sufficiency of assets held in any segregated
account
established in compliance with applicable margin maintenance requirements or
the
performance of the other terms of any agreement relating to a futures contract
or
an option thereon.
2.15 Foreign Exchange Transactions - Pursuant to proper instructions, to
settle foreign exchange contracts or options to purchase and sell foreign
currencies
for spot and future delivery on behalf and for the account of the Fund with
such
currency brokers or Banking Institutions, including Subcustodians, as the Fund
may direct pursuant to proper instructions. The Custodian shall be responsible
for
the transmission of cash and instructions to and from the currency broker or
Banking Institution with which the contract or option is made, the
safekeeping of
all certificates and other documents and agreements evidencing or relating to
such
foreign exchange transactions as the Custodian may receive and the maintenance
of proper records as set forth in Section 5.1. In connection with such
transactions,
the Custodian is authorized to make free outgoing payments of cash in the
form of
U. S. Dollars or foreign currency without receiving confirmation of a foreign
exchange contract or option or confirmation that the countervalue currency
completing the foreign exchange contract has been delivered or received or
that
the option has been delivered or received. The Fund accepts full
responsibility for
its use of third-party foreign exchange dealers and for execution of said
foreign
exchange contracts and options and understands that the Fund shall be
responsible
for any and all costs and interest charges which may be incurred by the Fund
or the
Custodian as a result of the failure or delay of third parties to deliver
foreign
exchange.
Alternatively, such transactions may be undertaken by the Custodian as
principal, if instructed by the Fund.
Foreign exchange contracts and options, other than those executed with
the Custodian as principal, but including those executed with Subcustodians,
shall
be deemed to be portfolio securities of the Fund and the responsibility of the
Custodian therefor shall be the same as and no greater than the Custodian's
responsibility in respect of other portfolio securities of the Fund. The
responsibility of the Custodian with respect to foreign exchange contracts and
options executed with the Custodian as principal shall be that of a U. S.
bank with
respect to a similar contract or option.
2.16 Stock Loans - Upon receipt of proper instructions, to deliver
securities of the Fund, in connection with loans of securities by the Fund, to
the
borrower thereof prior to receipt of the collateral, if any, for such
borrowing,
provided that for stock loans secured by cash collateral the Custodian's
instructions
to any Securities System holding such securities require that the Securities
System
may deliver the securities to the borrower thereof only upon receipt of the
collateral for such borrowing.
2.17 Collections - (i) To collect and receive all income, payments of
principal and other payments with respect to the securities held hereunder,
and in
connection therewith to deliver the certificates or other instruments
representing
the securities to the issuer thereof or its agent when securities are called,
redeemed, retired or otherwise become payable; provided, that the payment is to
be made in such form and manner and at such time, which may be after delivery
by
the Custodian of the instrument representing the security, as is in accordance
with
the terms of the instrument representing the security, or such proper
instructions as
the Custodian may receive, or governmental regulations, the rules of Securities
Systems, Foreign Depositories or other U.S. or foreign securities depositories
and
clearing agencies or, with respect to securities referred to in clause (iii) of
the last
sentence of Section 2.4, in accordance with generally accepted trade practice;
(ii)
to execute ownership and other certificates and affidavits for all federal and
state
tax purposes in connection with receipt of income, principal or other payments
with respect to securities of the Fund or in connection with transfer of
securities;
and (iii) pursuant to proper instructions to take such other actions with
respect to
collection or receipt of funds or transfer of securities which involve an
investment
decision.
2.18 Dividends, Distributions and Redemptions - Upon receipt of proper
instructions from the Fund, or upon receipt of instructions from the Fund's
shareholder servicing agent or agent with comparable duties (the "Shareholder
Servicing Agent") (given by such person or persons and in such manner on behalf
of the Shareholder Servicing Agent as the Fund shall have authorized), the
Custodian shall release funds or securities to the Shareholder Servicing
Agent or
otherwise apply funds or securities, insofar as available, for the payment of
dividends or other distributions to Fund shareholders. Upon receipt of proper
instructions from the Fund, or upon receipt of instructions from the
Shareholder
Servicing Agent (given by such person or persons and in such manner on behalf
of
the Shareholder Servicing Agent as the Fund shall have authorized), the
Custodian
shall release funds or securities, insofar as available, to the Shareholder
Servicing
Agent or as such Agent shall otherwise instruct for payment to Fund
shareholders
who have delivered to such Agent a request for repurchase or redemption of
their
shares of the Fund.
2.19 Proxies, Notices, Etc. - Promptly to deliver or mail to the Fund all
forms of proxies and all notices of meetings and any other notices or
announcements affecting or relating to securities owned by the Fund that are
received by the Custodian, and upon receipt of proper instructions, to
execute and
deliver or cause its nominee to execute and deliver such proxies or other
authorizations as may be required. Neither the Custodian nor its nominee shall
vote
upon any of such securities or execute any proxy to vote thereon or give any
consent or take any other action with respect thereto (except as otherwise
herein
provided) unless ordered to do so by proper instructions.
2.20 Nondiscretionary Details - Without the necessity of express
authorization from the Fund, (1) to attend to all nondiscretionary details in
connection with the sale, exchange, substitution, purchase, transfer or other
dealings with securities, funds or other property of the Fund held by the
Custodian
except as otherwise directed from time to time by the Directors or Trustees
of the
Fund, and (2) to make payments to itself or others for minor expenses of
handling
securities or other similar items relating to the Custodian's duties under this
Agreement, provided that' all such payments shall be accounted for to the Fund.
2.21 Bills - Upon receipt of proper instructions, to pay or cause to be paid,
insofar as funds are available for the purpose, bills, statements and other
obligations of the Fund (including but not limited to interest charges, taxes,
management fees, compensation to Fund officers and employees, and other
operating expenses of the Fund).
2.22 Deposit of Fund Assets in Securities Systems - The Custodian may
deposit and/or maintain securities owned by the Fund in (i) The Depository
Trust
Company, (ii) the Participants Trust Company, (iii) any book-entry system as
provided in Subpart 0 of Treasury Circular No. 300, 31 CFR 306, Subpart B of 31
CFR Part 350, or the book-entry regulations of federal agencies substantially
in the
form of Subpart 0, or (iv) any other domestic clearing agency registered with
the
Securities and Exchange Commission under Section 17A of the Securities
Exchange Act of 1934 which acts as a securities depository and whose use the
Fund has previously approved in writing (each of the foregoing being referred
to in
this Agreement as a "Securities System"). Utilization of a Securities System
shall
be in accordance with applicable Federal Reserve Board and Securities and
Exchange Commission rules and regulations, if any, and subject to the following
provisions:
1) The Custodian may deposit and/or maintain Fund securities, either
directly or through one or more Agents appointed by the Custodian (provided
that
any such agent shall be qualified to act as a custodian of the Fund pursuant to
the
Investment Company Act of 1940 and the rules and regulations thereunder), in a
Securities System provided that such securities are represented in an account
("Account") of the Custodian or such Agent in the Securities System which shall
not include any assets of the Custodian or Agent other than assets held as a
fiduciary, custodian, or otherwise for customers;
2) The records of the Custodian with respect to securities of the Fund
which are maintained in a Securities System shall identify by book-entry those
securities belonging to the Fund;
3) The Custodian shall pay for securities purchased for the account of the
Fund upon (i) receipt of advice from the Securities System that such securities
have been transferred to the Account, and (ii) the making of an entry on the
records of the Custodian to reflect such payment and transfer for the account
of
the Fund. The Custodian shall transfer securities sold for the account of
the Fund
upon (i) receipt of advice from the Securities System that payment for such
securities has been transferred to the Account, and (ii) the making of an
entry on
the records of the Custodian to reflect such transfer and payment for the
account
of the Fund. Copies of all advices from the Securities System of transfers of
securities for the account of the Fund shall identify the Fund, be maintained
for the
Fund by the Custodian or an Agent as referred to above, and be provided to the
Fund at its request. The Custodian shall furnish the Fund confirmation of each
transfer to or from the account of the Fund in the form of a written advice or
notice and shall furnish to the Fund copies of daily transaction sheets
reflecting
each day's transactions in the Securities System for the account of the Fund
on the
next business day;
4) The Custodian shall provide the Fund with any report obtained by the
Custodian or any Agent as referred to above on the Securities System's
accounting
system, internal accounting control and procedures for safeguarding securities
deposited in the Securities System; and the Custodian and such Agents shall
send
to the Fund such reports on their own systems of internal accounting control as
the
Fund may reasonably request from time to time.
5) At the written request of the Fund, the Custodian will terminate the use
of any such Securities System on behalf of the Fund as promptly as practicable.
2.23 Other Transfers - To deliver securities, funds and other property of
the Fund to a Subcustodian or another custodian as necessary to effect
transactions authorized by proper instructions and upon receipt of proper
instructions, to deliver securities, funds and other property of the Fund to a
Subcustodian or another custodian of the Fund; and, upon receipt of proper
instructions, to make such other disposition of securities, funds or other
property
of the Fund in a manner other than or for purposes other than as enumerated
elsewhere in this Agreement, provided that the instructions relating to such
disposition shall state the amount of securities to be delivered and the name
of the
person or persons to whom delivery is to be made.
2.24 Investment Limitations - In performing its duties generally, and more
particularly in connection with the purchase, sale and exchange of securities
made
by or for the Fund, the Custodian may assume unless and until notified in
writing
to the contrary that proper instructions received by it are not in conflict
with or in
any way contrary to any provisions of the Fund's Declaration of Trust or
Certificate of Incorporation or By-Laws (or comparable documents) or votes or
proceedings of the shareholders or Trustees or Directors of the Fund. The
Custodian shall in no event be liable to the Fund and shall be indemnified
by the
Fund for any violation which occurs in the course of carrying out instructions
given by the Fund of any investment limitations to which the Fund is subject or
other limitations with respect to the Fund's powers to make expenditures,
encumber securities, borrow or take similar actions affecting the Fund.
2.25 Custodian Advances - In the event that the Custodian is directed by
proper instructions to make any payment or transfer of funds on behalf of the
Fund
for which there would be, at the close of business on the date of such payment
or
transfer, insufficient funds held by the Custodian on behalf of the Fund, the
Custodian may, in its discretion without further proper instructions, provide
an
advance ("Advance") to the Fund in an amount sufficient to allow the completion
of the transaction by reason of which such payment or transfer of funds is to
be
made. In addition, in the event the Custodian is directed by proper
instructions to
make any payment or transfer of funds on behalf of the Fund as to which it is
subsequently determined that the Fund has overdrawn its cash account with the
Custodian as of the close of business on the date of such payment or transfer,
said
overdraft shall constitute an Advance. Any Advance shall be payable on demand
by Custodian, unless otherwise agreed by the Fund and the Custodian, and shall
accrue interest from the date of the Advance to the date of payment by the
Fund at
a rate agreed upon from time to time by the Custodian and the Fund. It is
understood that any transaction in respect of which the Custodian shall have
made
an Advance, including but not limited to a foreign exchange contract or
transaction
in respect of which the Custodian is not acting as a principal, is for the
account of
and at the risk of the Fund, and not, by reason of such Advance, deemed to be a
transaction undertaken by the Custodian for its own account and risk. The
Custodian and the Fund acknowledge that the purpose of Advances is to finance
temporarily the purchase or sale of securities for prompt delivery in
accordance
with the settlement terms of such transactions or to meet emergency expenses
not
reasonably foreseeable by the Fund.
2.26 Restricted Securities. - In the case of a "restricted security", the
Fund
shall have the responsibility to provide to or obtain for the Custodian, the
issuer of
the security or other appropriate third party any necessary documentation,
including without limitation, legal opinions or consents, and to take any
necessary
actions required in connection with the registration of restricted securities
in the
manner provided in Section 2.3 upon acquisition thereof by the Fund or required
in
connection with any sale or other disposition thereof by the Fund. Upon
acquisition and until so registered, the Custodian shall have no duty to
service such
restricted securities, including without limitation, the receipt and
collection of cash
and stock dividends, rights and other items of like nature, nor shall the
Custodian
have responsibility for the inability of the Fund to exercise in a timely
manner any
right in respect of any restricted security or to take any action in a timely
manner in
respect of any other type of corporate action relating to a restricted
security.
Similarly, the Custodian shall not have responsibility for the inability of
the Fund to
sell or otherwise transfer in a timely manner any restricted security in the
absence
of any such documentation or action to be provided, obtained or taken by the
Fund. At such time as the Custodian shall receive any restricted security,
regardless of when it shall be registered as aforesaid, the Fund shall also
deliver to
the Custodian a term sheet summarizing those rights, restrictions or other
matters
of which the Custodian should have knowledge, such as exercise periods,
expiration dates and payment dates, in order to assist the Custodian in
servicing
such securities. As used herein, the term "restricted security" shall mean a
security
which is subject to restrictions on transfer, whether by reason of contractual
restrictions or federal, state or foreign securities or similar laws, or a
security
which has special rights or contractual features which do not apply to publicly-
traded shares of, or comparable interests representing, such security.
2.27 Proper Instructions - Proper instructions shall mean a tested telex
from the Fund or a written request, direction, instruction or certification
signed or
initialed on behalf of the Fund by one or more person or persons as the Board
of
Trustees or Directors of the Fund shall have from time to time authorized,
provided, however, that no such instructions directing the delivery of
securities or
the payment of funds to an authorized signatory of the Fund shall be signed by
such person. Those persons authorized to give proper instructions may be
identified by the Board of Trustees or Directors by name, title or position
and will
include at least one officer empowered by the Board to name other individuals
who
are authorized to give proper instructions on behalf of the Fund. Telephonic
or
other oral instructions or instructions given by facsimile transmission may be
given
by any one of the above persons and will be considered proper instructions if
the
Custodian reasonably believes them to have been given by a person authorized to
give such instructions with respect to the transaction involved. Oral
instructions
will be confirmed by tested telex or in writing in the manner set forth above
but the
lack of such confirmation shall in no way affect any action taken by the
Custodian
in reliance upon such oral instructions. The Fund authorizes the Custodian to
tape
record any and all telephonic or other oral instructions given to the Custodian
by
or on behalf of the Fund (including any of its officers, Directors, Trustees,
employees or agents or any investment manager or adviser or person or entity
with
similar responsibilities which is authorized to give proper instructions on
behalf of
the Fund to the Custodian). Proper instructions may relate to specific
transactions
or to types or classes of transactions, and may be in the form of standing
instructions.
Proper instructions may include communications effected directly between
electro-mechanical or electronic devices or systems, in addition to tested
telex,
provided that the Fund and the Custodian agree to the use of such device or
system.
2.28 Segregated Account - The Custodian shall upon receipt of proper
instructions establish and maintain on its books a segregated account or
accounts
for and on behalf of the Fund, into which account or accounts may be
transferred
cash and/or securities of the Fund, including securities maintained by the
Custodian
pursuant to Section 2.22 hereof, (i) in accordance with the provisions of any
agreement among the Fund, the Custodian and a broker-dealer registered under
the Securities Exchange Act of 1934 and a member of the National Association of
Securities Dealers, Inc. (or any futures commission merchant registered under
the
Commodity Exchange Act) relating to compliance with the rules of the Options
Clearing Corporation and of any registered national securities exchange (or the
Commodity Futures Trading Commission or any registered contract market), or
any similar organization or organizations, regarding escrow or other
arrangements
in connection with transactions by the Fund, (ii) for purposes of segregating
cash
or securities in connection with options purchased, sold or written by the
Fund or
commodity futures contracts or options thereon purchased or sold by the Fund,
(iii) for the purposes of compliance by the Fund with the procedures
required by
Investment Company Act Release No. 10666, or any subsequent release or
releases of the Securities and Exchange Commission relating to the
maintenance of
segregated accounts by registered investment companies, and (iv) as mutually
agreed from time to time between the Fund and the Custodian.
3. Powers and Duties of the Custodian with Respect to the Appointment
of Subcustodians: The Fund hereby authorizes and instructs the Custodian to
hold
securities, funds and other property of the Fund which are maintained outside
the
United States at subcustodians appointed pursuant to the provisions of this
Section
3 (a "Subcustodian"). The Fund shall approve in writing (1) the appointment of
each Subcustodian and the subcustodian agreement to be entered into between
such Subcustodian and the Custodian, and (2) if the Subcustodian is organized
under the laws of a country other than the United States, the country or
countries
in which the Subcustodian is authorized to hold securities, cash and other
property
of the Fund. The Fund hereby further authorizes and instructs the Custodian
and
any Subcustodian to utilize such securities depositories located outside the
United
States which are approved in writing by the Fund to hold securities, cash and
other
property of the Fund (a "Foreign Depository") . Upon such approval by the Fund,
the Custodian is authorized on behalf of the Fund to notify each Subcustodian
of
its appointment as such.
Those Subcustodians, and the countries where and the Foreign
Depositories through which they or the Custodian may hold securities, cash and
other property of the Fund which the Fund has approved to date are set forth on
Appendix A hereto. Such Appendix shall be amended from time to time as
Subcustodians, and/or countries and/or Foreign Depositories are changed, added
or deleted. The Fund shall be responsible for informing the Custodian
sufficiently
in advance of a proposed investment which is to be held in a country not
listed on
Appendix A, in order that there shall be sufficient time for the Fund to give
the
approval required by the preceding paragraph and for the Custodian to put the
appropriate arrangements in place with such Subcustodian, including negotiation
of a subcustodian agreement and submission of such subcustodian agreement to
the Fund for approval.
Notwithstanding the provisions of the foregoing two paragraphs, approval
by the Fund of a change in a Subcustodian shall be assumed if the Custodian
shall
advise the Fund in writing of a change in a Subcustodian (the "original
Subcustodian") in a particular country where (i) the new Subcustodian has the
same ultimate parent as the original Subcustodian or is a subsidiary or
parent of the
original Subcustodian, or (ii) the original Subcustodian shall cease to provide
custodial services and the Custodian is accordingly required to select a
successor
Subcustodian, unless within fifteen days of notification by the Custodian of
the
identity of the new Subcustodian and submission to the Fund of the subcustodian
agreement between the Custodian and the new Subcustodian, the Fund shall in
writing advise the Custodian that the Fund does not approve the appointment of
such new Subcustodian.
If the Fund shall have invested in a security to be held in a country before
the foregoing procedures have been completed, such security shall be held by
such
agent as the Custodian may appoint. In any event, the Custodian shall be
liable to
the Fund for the actions of such agent if and only to the extent the
Custodian shall
have recovered from such agent for any damages caused the Fund by such agent.
At the request of the Fund, Custodian agrees to remove any securities held on
behalf of the Fund by such agent, if practical, to an approved Subcustodian.
Under
such circumstances the Custodian will collect income and respond to corporate
actions on a best efforts basis.
With respect to securities and funds held by a Subcustodian, either directly
or indirectly (including by a Foreign Depository or foreign clearing agency)
or by a
Foreign Depository or foreign clearing agency utilized by the Custodian,
notwithstanding any provision of this Agreement to the contrary, payment for
securities purchased and delivery of securities sold may be made prior to
receipt of
the securities or payment, respectively, and securities or payment may be
received
in a form, in accordance with (A) governmental regulations, (B) rules of
Foreign
Depositories or foreign clearing agencies, (C) generally accepted trade
practice in
the applicable local market, (D) the terms of the instrument representing the
security, or (E) proper instructions.
With respect to the securities and funds held by a Subcustodian, either
directly or indirectly (including by a Foreign Depository or a foreign clearing
agency), including demand and interest bearing deposits, currencies or other
deposits and foreign exchange contracts as referred to in Sections 2.12, 2.13,
2.14
and 2.15, the Custodian shall be liable to the Fund if and only to the extent
that
such Subcustodian is liable to the Custodian and the Custodian recovers under
the
applicable subcustodian agreement. The Custodian shall nevertheless be liable
to
the Fund for its own negligence in transmitting to any such Subcustodian any
instructions received by it from the Fund and for its own negligence in
connection
with the delivery of any securities or funds held by it to any such
Subcustodian.
In the event that any Subcustodian appointed pursuant to the provisions of
this Section 3 fails to perform any of its obligations under the terms and
conditions
of the applicable subcustodian agreement, the Custodian shall use its best
efforts to
cause such Subcustodian to perform such obligations. In the event that the
Custodian is unable to cause such Subcustodian to perform fully its obligations
thereunder, the Custodian shall forthwith upon the Fund's request terminate
such
Subcustodian in accordance with the termination provisions under the applicable
subcustodian agreement and, if necessary or desirable, appoint another
subcustodian in accordance with the provisions of this Section 3. At the
election
of the Fund, it shall have the right to enforce, to the extent permitted by the
subcustodian agreement and applicable law, the Custodian's rights against any
such
Subcustodian for loss or damage caused the Fund by such Subcustodian.
The Custodian will not amend any subcustodian agreement or agree to
change or permit any changes thereunder except upon the prior written
approval of
the Fund.
The Custodian may, at any time in its discretion upon notification to the
Fund, terminate any Subcustodian of the Fund in accordance with the termination
provisions under the applicable Subcustodian Agreement, and at the written
request of the Fund, the Custodian will terminate any Subcustodian in
accordance
with the termination provisions under the applicable Subcustodian Agreement.
If necessary or desirable, the Custodian may appoint another subcustodian
to replace a Subcustodian terminated pursuant to the foregoing provisions of
this
Section 3, such appointment to be made upon approval of the successor
subcustodian by the Fund's Board of Directors or Trustees in accordance with
the
provisions of this Section 3.
In the event the Custodian receives a claim from a Subcustodian under the
indemnification provisions of any subcustodian agreement, the Custodian shall
promptly give written notice to the Fund of such claim. No more than thirty
days
after written notice to the Fund of the Custodian's intention to make such
payment,
the Fund will reimburse the Custodian the amount of such payment except in
respect of any negligence or misconduct of the Custodian.
4. Assistance by the Custodian as to Certain Matters: The Custodian may
assist generally in the preparation of reports to Fund shareholders and others,
audits of accounts, and other ministerial matters of like nature.
5. Powers and Duties of the Custodian with Respect to its Role as
Recordkeeping Agent: The Custodian shall have and perform the following duties
with respect to recordkeeping:
5.1 Records - To create, maintain and retain such records relating to its
activities and obligations under this Agreement as are required under the
Investment Company Act of 1940 and the rules and regulations thereunder
(including Section 31 thereof and Rules 31a-1 and 31a-2 thereunder) and under
applicable Federal and State tax laws. All such records will be the property
of the
Fund and in the event of termination of this Agreement shall be delivered to
the
successor custodian.
5.2 Accounts - To keep books of account and render statements, including
interim monthly and complete quarterly financial statements, or copies thereof,
from time to time as reasonably requested by proper instructions.
5.3 Access to Records - The books and records maintained by the
Custodian pursuant to Sections 5.1 and 5.2 shall at all times during the
Custodian's
regular business hours be open to inspection and audit by officers of,
attorneys for
and auditors employed by the Fund and by employees and agents of the Securities
and Exchange Commission, provided that all such individuals shall observe all
security requirements of the Custodian applicable to its own employees having
access to similar records within the Custodian and such regulations as may be
reasonably imposed by the Custodian.
6. Standard of Care and Related Matters:
6.1 Liability of the Custodian with Respect to Proper Instructions:
Evidence of Authority. Etc. The Custodian shall not be liable for any action
taken or omitted in reliance upon proper instructions believed by it to be
genuine or upon
any other written notice, request, direction, instruction, certificate or other
instrument believed by it to be genuine and signed by the proper party or
parties.
The Secretary or Assistant Secretary of the Fund shall certify to the
Custodian the names, signatures and scope of authority of all persons
authorized to
give proper instructions or any other such notice, request, direction,
instruction,
certificate or instrument on behalf of the Fund, the names and signatures of
the
officers of the Fund, the name and address of the Shareholder Servicing Agent,
and any resolutions, votes, instructions or directions of the Fund's Board of
Directors or Trustees or shareholders. Such certificate may be accepted and
relied
upon by the Custodian as conclusive evidence of the facts set forth therein and
may
be considered in full force and effect until receipt of a similar certificate
to the
contrary.
So long as and to the extent that it is in the exercise of reasonable care,
the
Custodian shall not be responsible for the title, validity or genuineness of
any
property or evidence of title thereto received by it or delivered by it
pursuant to
this Agreement.
The Custodian shall be entitled, at the expense of the Fund, to receive and
act upon advice of (i) counsel regularly retained by the Custodian in respect
of
custodian matters, (ii) counsel for the Fund, or (iii) such other counsel as
the Fund
and the Custodian may agree upon, with respect to all matters, and the
Custodian
shall be without liability for any action reasonably taken or omitted pursuant
to
such advice.
6.2 Liability of the Custodian with Respect to Use of Securities Systems
and Foreign Depositories - With respect to the portfolio securities, cash
and other
property of the Fund held by a Securities System or by a Foreign Depository
utilized by the Custodian or any Subcustodian, the Custodian shall be liable
to the
Fund only for any loss or damage to the Fund resulting from use of the
Securities
System or Foreign Depository if caused by any negligence, misfeasance or
misconduct of the Custodian or any of its Agents (as said term is defined in
Section 6.6) or of any of its or its Agents' employees or from any failure of
the
Custodian or any such Agent to enforce effectively such rights as it may have
against the Securities System or Foreign Depository. At the election of the
Fund, it
shall be entitled to be subrogated to the rights of the Custodian with respect
to any
claim against the Securities System, Foreign Depository or any other person
which
the Custodian may have as a consequence of any such loss or damage to the Fund
if and to the extent that the Fund has not been made whole for any such loss or
damage.
6.3 Standard of Care: Liability: Indemnification - The Custodian shall be
held only to the exercise of reasonable care and diligence in carrying out the
provisions of this Agreement, provided that the Custodian shall not thereby be
require to take any action which is in contravention of any applicable law,
rule or
regulation or any order or judgment of any court of competent jurisdiction.
The Fund agrees to indemnify and hold harmless the Custodian and its
nominees from all claims and liabilities (including counsel fees) incurred or
assessed against it or its nominees in connection with the performance of this
Agreement, except such as may arise from its or its nominee's breach of the
relevant standard of conduct set forth in this Agreement. Without limiting the
foregoing indemnification obligation of the Fund, the Fund agrees to indemnify
the
Custodian and any nominee in whose name portfolio securities or other
property of
the Fund is registered against any liability the Custodian or such nominee may
incur by reason of taxes assessed to the Custodian or such nominee or other
costs,
liability or expense incurred by the Custodian or such nominee resulting
directly or
indirectly from the fact that portfolio securities or other property of the
Fund is
registered in the name of the Custodian or such nominee.
In no event shall the Custodian incur liability under this Agreement if the
Custodian or any Subcustodian, Securities System, Foreign Depository, Banking
Institution or any agent or entity utilized by any of them is prevented,
forbidden or
delayed from performing, or omits to perform, any act or thing which this
Agreement provides shall be performed or omitted to be performed, by reason of
(i) any Sovereign Risk or (ii) any provision of any present or future law or
regulation or order of the United States of America or any state thereof, or
of any
foreign country or political subdivision thereof, or of any securities
depository or
clearing agency which operates a central system for handling of securities or
equivalent book-entries in a country or which operates a transnational system
for
the central handling of securities or equivalent book-entries, or (iii) any
provision
of any order or judgment of any court of competent jurisdiction. A "Sovereign
Risk" shall mean nationalization, expropriation, devaluation, revaluation,
confiscation, seizure, cancellation, destruction or similar action by any
governmental authority, de facto or de jure; or enactment, promulgation,
imposition or enforcement by any such governmental authority of currency
restrictions, exchange controls, taxes, levies or other charges affecting
the Fund's
property; or acts of war, terrorism, insurrection or revolution; or any other
act or
event beyond the Custodian's control.
6.4 Reimbursement of Disbursements. Etc. - The Custodian shall be
entitled to receive reimbursement from the Fund on demand, in the manner
provided in Section 7, for its cash disbursements, expenses and charges
(including
the fees and expenses of any Subcustodian or any Agent) in connection with this
Agreement, but excluding salaries and usual overhead expenses.
6.5 Security for Obligations to Custodian - If the Custodian or any
nominee thereof shall incur or be assessed any taxes, charges, expenses,
assessments, claims or liabilities in connection with the performance of this
Agreement (collectively a "Liability"), except such as may arise from its or
such
nominee's breach of the relevant standard of conduct set forth in this
Agreement,
or if the Custodian shall make any Advance to the Fund, then in such event any
property at any time held for the account of the Fund by the Custodian or a
Subcustodian shall be security for such Liability or for such Advance and the
interest thereon, and if the Fund shall fail to pay such Advance or interest
when
due or shall fail to reimburse or indemnify the Custodian promptly in respect of
a
Liability, the Custodian shall be entitled to utilize available cash and to
dispose of
the Fund's property, including securities, to the extent necessary to obtain
repayment, reimbursement or indemnification.
6.6 Appointment of Agents - The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust company
as its agent (an "Agent") to carry out such of the provisions of this Agreement
as
the Custodian may from time to time direct, provided, however, that the
appointment of such Agent (other than an Agent appointed pursuant to the third
paragraph of Section 3) shall not relieve the Custodian of any of its
responsibilities
under this Agreement.
6.7 Powers of Attorney - Upon request, the Fund shall deliver to the
Custodian such proxies, powers of attorney or other instruments as may be
reasonable and necessary or desirable in connection with the performance by the
Custodian or any Subcustodian of their respective obligations under this
Agreement or any applicable subcustodian agreement.
7. Compensation of the Custodian: The Fund shall pay the Custodian a
custody fee based on such fee schedule as may from time to time be agreed
upon in
writing by the Custodian and the Fund. Such fee, together with all amounts for
which the Custodian is to be reimbursed in accordance with Section 6.4, shall
be
billed to the Fund and be paid in cash to the Custodian.
8. Termination: Successor Custodian: This Agreement shall continue in
full force and effect until terminated by either party by an instrument in
writing
delivered or mailed, postage prepaid, to the other party, such termination
to take
effect not sooner than sixty (60) days after the date of such delivery or
mailing. In
the event of termination the Custodian shall be entitled to receive prior to
delivery
of the securities, funds and other property held by it all accrued fees and
unreimbursed expenses the payment of which is contemplated by Sections 6.4 and
7, and all Advances and Liabilities, upon receipt by the Fund of a statement
setting
forth such fees, expenses, Advances and Liabilities.
In the event of the appointment of a successor custodian, it is agreed that
the funds and securities owned by the Fund and held by the Custodian or any
Subcustodian shall be delivered to the successor custodian, and the Custodian
agrees to cooperate with the Fund in execution of documents and performance of
other actions necessary or desirable in order to substitute the successor
custodian
for the Custodian under this Agreement.
9. Amendment: This Agreement constitutes the entire understanding and
agreement of the parties hereto with respect to the subject matter hereof. No
provision of this Agreement may be amended or terminated except by a statement
in writing signed by the party against which enforcement of the amendment or
termination is sought.
In connection with the operation of this Agreement, the Custodian and the
Fund may agree in writing from time to time on such provisions interpretative
of or
in addition to the provisions of this Agreement as may in their joint opinion
be
consistent with the general tenor of this Agreement. No interpretative or
additional provisions made as provided in the preceding sentence shall be
deemed
to be an amendment of this Agreement.
The section headings in this Agreement are for the convenience of the
parties and in no way alter, amend, limit or restrict the contractual
obligations of
the parties set forth in this Agreement.
10. Governing Law: This Agreement is executed and delivered in the
Commonwealth of Massachusetts and shall be governed by and construed
according to the laws of said Commonwealth.
11 Notices: Notices and other writings delivered or mailed postage
prepaid to the Fund addressed to the Fund at or to such other address as the
Fund
may have designated to the Custodian in writing, or to the Custodian at 40
Water
Street, Boston, Massachusetts 02109, Attention: Manager, Securities Department,
or to such other address as the Custodian may have designated to the Fund in
writing, shall be deemed to have been properly delivered or given hereunder
to the
respective addressee.
12. Binding Effect: This Agreement shall be binding on and shall inure to
the benefit of the Fund and the Custodian and their respective successors and
assigns, provided that neither party hereto may assign this Agreement or any
of its
rights or obligations hereunder without the prior written consent of the other
party.
13. Counterparts: This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original. This Agreement shall
become effective when one or more counterparts have been signed and delivered
by each of the parties.
IN WITNESS WHEREOF, each of the parties has caused this Agreement
to be executed in its name and behalf on the day and year first above written.
PANORAMA TRUST BROWN BROTHERS HARRIMAN & CO.
By ______________________________________ per/pro
__________________________________
ARGENTINA CITIBANK, N.A., BUENOS AIRES Caja de Valores
Citibank, N.A., New York Agt. 7/16/81
New York Agreement Amendment 8/31/90
AUSTRALIA NATIONAL AUSTRALIA BANK LTD., MELBOURNE Austraclear Ltd.
National Australia Bank Agt. 5/1/85 Reserve Bank of Australia
Agreement Amendment 2/13/92
Omnibus Amendment 11/22/93
AUSTRIA CREDITANSTALT BANKVEREIN OEKB
Creditanstalt Bankverein Agreement 12/18/89
Omnibus Amendment 1/17/94
BANGLADESH STANDARD CHARTERED BANK ,DHAKA None
Standard Chartered Bank Agreement 2/18/92
BELGIUM BANQUE BRUXELLES LAMBERT CIK
Banque Bruxelles Lambert Agt. 11/15/90 Banque Nationale de Belgique
Omnibus Amendment 3/1/94
BRAZIL THE FIRST NATIONAL BANK OF BOSTON, SAO PAULO BOVESPA
The First National Bank of Boston Agreement 1/5/88 CLC
Omnibus Amendment 2/22/94
CANADA CANADIAN IMPERIAL BANK OF COMMERCE CDS
Canadian Imperial Bank of Commerce Agreement 9/9/88
Omnibus Amendment 12/1/93
CHILE CITIBANK, N.A., SANTIAGO None
Citibank, N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
CHINA STANDARD CHARTERED BANK, SHANGHAI SSCCRC
Standard Chartered Bank Agreement 2/18/92
CHINA STANDARD CHARTERED BANK, SHENZHEN SSRC / SSCC
Standard Chartered Bank Agreement 2/18/92
COLOMBIA CITITRUST COLOMBIA, S.A. SOCIEDAD FIDUCIARIA for None
CITIBANK, N.A.
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
Citibank N.A. Subsidiary Amendment 8/7/92
Citibank. N.A./Cititrust Colombia Agreement 12/2/91
CZECH REPUBLIC CESKOSLOVENSKA OBCHODNI BANKA, A.S., PRAGUE
SCP
Ceskoslovenska Obchodni Banka Agreement 2/28/94 Czech National Bank
FRANCE BANQUE INDOSUEZ SICOVAM
Banque Indosuez Agreement 7/19/90 Banque de France
Omnibus Amendment 3/10/94
GHANA BARCLAYS BANK OF GHANA LIMITED for None
BARCLAYS BANK PLC
Barclays Bank Agreement 10/5/94
GREECE CITIBANK, N.A., ATHENS Apothetirion Titlon A.E.
Citibank, N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
HONG KONG HONGKONG & SHANGHAI BANKING CORP., HONG KONG HKSCC
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93
HUNGARY CITIBANK BUDAPEST RT. for CITIBANK, N.A. KELER Ltd.
Citibank, N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
Citibank, N.A. Subsidiary Amendment 8/7/92
Citibank N.A./Citibank Budapest Agreement 1/24/92
INDIA CITIBANK, N.A., BOMBAY None
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
Citibank, Bombay Amendment 11/17/93
INDONESIA CITIBANK, N.A., JAKARTA None
Citibank, N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
IRELAND ALLIED IRISH BANKS PLC Gilt Settlement Office
Allied Irish Banks Agreement 1/10/89
Omnibus Amendment 4/8/94
ISRAEL BANK HAPOALIM B.M. TASE Clearinghouse Ltd.
Bank Hapoalim Agreement 8/27/92
ITALY BANCA COMMERCIALE ITALIANA Monte Titoli
Banca Commerciale Italiana Agreement 5/8/89 Banca D'Italia
Agreement Amendment 10/8/93
Omnibus Amendment 12/14/93
KENYA BARCLAYS BANK OF KENYA LIMITED for None
BARCLAYS BANK PLC
Barclays Bank Agreement 10/5/94
KOREA CITIBANK. N.A., SEOUL KSD
Citibank, N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
Citibank, Seoul Agreement Supplement 10/28/94
MALAYSIA HONGKONG BANK MALAYSIA BERHAD MCD
Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Bank Negara Malaysia
Omnibus Supplement 12/29/93
Malaysia Subsidiary Supplement 5/23/94
MEXICO CITIBANK MEXICO, S. A. Indeval
Citibank, N.A., New York Agreement 7/16/81 Banco de Mexico
New York Agreement Amendment 8/31/90
Citibank Mexico, S.A. Amendment 2/7/95
MOROCCO BANQUE MAROCAINE DU COMMERCE EXTERIEUR None
BMCE Agreement 7/6/94
PAKISTAN STANDARD CHARTERED BANK, KARACHI None
Standard Chartered Bank Agreement 2/18/92
PERU CITIBANK, N.A., LIMA CAVAL
Citibank, N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
PHILIPPINES CITIBANK, N.A., MANILA None
Citibank, N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
POLAND CITIBANK (POLAND), S.A. for CITIBANK, N.A. NDS
Citibank, N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
Citibank Subsidiary Amendment 8/7/92
Citibank N.A./Citibank Poland S.A. Agt. 11/6/92
PORTUGAL BANCO ESPIRITO SANTO E COMERCIAL Interbolsa
DE LISBOA, S.A.
BESCL Agreement 4/26/89
Omnibus Amendment 2/23/94
SINGAPORE HONGKONG & SHANGHAI BANKING CORP., SINGAPORE CDP
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93
SLOVAKIA CESKOSLOVENSKA OBCHODNI BANKA, A.S., SCP
BRATISLAVA National Bank of Slovakia
Ceskoslovenska Obchodni Banka Agreement 10/12/94
SOUTH AFRICA FIRST NATIONAL BANK OF SOUTHERN AFRICA CD
First National Bank of Southern Africa Agt. 8/7/91
SRI LANKA HONGKONG & SHANGHAI BANKING CORP., COLOMBO CDS
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93
SWAZILAND BARCLAYS BANK OF SWAZILAND LIMITED for None
BARCLAYS BANK PLC
Barclays Bank Agreement 10/5/94
TAIWAN STANDARD CHARTERED BANK, TAIPEI TSCD
Standard Chartered Bank Agreement 2/18/92
THAILAND HONGKONG & SHANGHAI BANKING CORP., BANGKOK SDC
Hongkong & Shanghai Banking Corp Agt. 4/19/91
Omnibus Amendment 12/29/93
TRANSNATIONAL BROWN BROTHERS HARRIMAN & CO. Cedel
Euroclear
TURKEY CITIBANK, N.A., ISTANBUL TVS
Citibank, N.A., New York Agreement 7/16/81 Central Bank of Turkey
New York Agreement Amendment 8/31/90
UNITED KINGDOM MIDLAND BANK PLC CGO
Midland Bank Agreement 8/8/90 CMO
Omnibus Amendment 12/15/93
URUGUAY CITIBANK, N.A., MONTEVIDEO None
Citibank, N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
VENEZUELA CITIBANK, N.A., CARACAS None
Citibank, N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
ZAMBIA BARCLAYS BANK OF ZAMBIA LIMITED for None
BARCLAYS BANK PLC
Barclays Bank Agreement 10/5/94
ZIMBABWE BARCLAYS BANK OF ZIMBABWE for None
BARCLAYS BANK PLC
Barclays Bank Agreement 10/5/94
I HEREBY CERTIFY THAT AT ITS MEETING ON
______________________________________ THE BOARD APPROVED THE COUNTRIES,
SUBCUSTODIANS, AGREEMENTS, AND CENTRAL DEPOSITORIES LISTED ON THIS
APPENDIX.
_____________________________________________ ___________________________
Signature Date
____________________________________________
Title
APPENDIX "B"
TO
CUSTODIAN AGREEMENT
BETWEEN
PANORAMA TRUST and BROWN BROTHERS HARRIMAN & CO.
Dated as of ___________________________
The following is a list of Funds for which the Custodian shall serve under a
Custodian Agreement dated as of ________________, 1995 (the "Agreement"):
PICTET GLOBAL EMERGING MARKETS FUND
PICTET INTERNATIONAL EQUITY FUND
PICTET INTERNATIONAL SMALL COMPANIES FUND
PICTET INTERNATIONAL BOND FUND
IN WITNESS WHEREOF, each of the parties hereto has caused this Appendix to
be executed in its name and on behalf of each such Fund.
PANORAMA TRUST BROWN BROTHERS HARRIMAN & CO.
___________________________________
____________________________________
Name: Name:
Title: Title:
11
G:SHARED\3RDPARTY\PANORAMA\AGRMTS\CUSTODY.DOC
BROWN BROTHERS HARRIMAN & CO. - GLOBAL CUSTODY NETWORK
PANORAMA TRUST
APPENDIX A
COUNTRY SUBCUSTODIAN DIRECTORY
1A
G:SHARED\3RDPARTY\PANORAMA\AGRMTS\CUSTODY.DOC
1B
G:SHARED\3RDPARTY\PANORAMA\AGRMTS\CUSTODY.DOC
