As filed with the Securities and Exchange Commission on April 30, 1998
Securities Act File No. 33-92712
Investment Company Act File No. 811-9050
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
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Pre-Effective Amendment No.
Post-Effective Amendment No. 8 X
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REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 12 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) 573-1557
Name and Address of Agent for Service: Copies to:
Gail A. Hanson, Esq. Joseph P. Barri, Esq.
First Data Investor Services Group, Inc. Hale and Dorr
One Exchange Place 60 State Street
53 State Street Boston, MA 02109
Boston, Massachusetts 02109
It is proposed that the filing will become effective:
immediately upon filing pursuant to paragraph (b)
X on April 30, 1998 pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(1)
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on pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on pursuant to paragraph (a)(2) of Rule 485
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EXPLANATORY NOTE
This Post-Effective Amendment relates only to Pictet Global Emerging Markets
Fund and Pictet International Small Companies Fund, series of Panorama Trust
(the "Trust"). The Pictet Eastern European Fund, another series of the Trust is
incorporated by reference to Post-Effective Amendment No. 6 in which its initial
prospectus and statement of additional information were filed. The Pictet
Eastern European Fund commenced operations on April 2, 1998.
PANORAMA TRUST
FORM N-1A
CROSS REFERENCE SHEET
PURSUANT TO RULE 485 (b)
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Part A.
Item No. Prospectus Caption
1. Cover Page Cover Page
2. Synopsis Expenses of the Fund
3. Condensed Financial Information Financial Highlights
4. General Description of Registrant Investment Objective and Policies; Investment
Techniques; Risk Factors; General Information
5. Management of the Fund Management of the Fund; Purchase of Shares;
Redemption of Shares; Exchange of Shares; Valuation
of Shares
5A. Management's Discussion of Not Applicable
Fund Performance
6. Capital Stock and Other Securities Dividends, Capital Gain Distributions and Taxes;
General Information
7. Purchase of Securities Being Offered Purchase of Shares
8. Redemption or Repurchase Redemption of Shares; Exchange of Shares; Valuation
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; General Information
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 Additional Information Concerning Taxes; General
Information
19. Purchase, Redemption and Pricing of Purchase of Shares;
Securities Being Offered Redemption
of Shares; General Information
20. Tax Status Additional Information Concerning Taxes
21. Underwriters Distributor
22. Calculation of Performance Data Performance Calculations
23. Financial Statements Financial Statements
</TABLE>
PICTET GLOBAL EMERGING MARKETS FUND
One Exchange Place Boston, Massachusetts 02109
Prospectus - April 30, 1998
Panorama Trust, a Massachusetts business trust (the "Trust"), is a no-load,
diversified, open-end management investment company which currently offers
shares of three series, one of which is Pictet Global Emerging Markets 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 issuers in countries having emerging markets. 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 sets forth concisely the information a prospective investor
should know before investing. Investors should read and retain this Prospectus
for future reference. Additional information about the Fund is contained in the
Statement of Additional Information (the "SAI") dated April 30, 1998, as
supplemented from time to time, which has been filed with the Securities and
Exchange Commission ("SEC") and is available along with other related materials
in the SEC's Internet Website (http://www.sec.gov). The SAI is incorporated by
reference into this Prospectus and is available upon request and 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 incurred by the Fund
for the year ended December 31, 1997.
Shareholder Transaction Expenses
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Sales Load Imposed on Purchases.................................................................. NONE
Sales Load Imposed on Reinvested Dividends....................................................... NONE
Deferred Sales Load.............................................................................. NONE
Redemption Fees.................................................................................. NONE
Exchange Fees.................................................................................... NONE
</TABLE>
Annual Fund Operating Expenses
(as a percentage of average net assets)
<TABLE>
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Investment Advisory Fees (after waiver)*........................................ 1.11%
Other Expenses.................................................................. .59%
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Total Operating Expenses (after waiver)*........................................ 1.70%
<FN>
=====
.........
* The Investment Adviser voluntarily has agreed to waive its fees and
reimburse expenses to the extent necessary to assure that the total
operating expenses do not exceed 1.70% of the Fund's average daily net
assets. Without such voluntary waiver, investment advisory fees and total
operating expenses would have been 1.25% and 1.84% respectively, of the
Fund's average daily net assets.
</FN>
</TABLE>
The purpose of the above table is to assist an investor in
understanding the various costs and expenses that an investor in the Fund will
bear directly or indirectly. 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.
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1 Year 3 Years 5 Years 10 Years
------- ------- ------- --------
$17 $54 $92 $201
</TABLE>
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.
FINANCIAL HIGHLIGHTS
The following table provides financial highlights of the Fund for the
periods presented and should be read in conjunction with the financial
statements and related notes that appear in the Trust's annual report dated
December 31, 1997 (the "Annual Report") and which are incorporated by reference
into the SAI. The financial statements and related notes contained in the Annual
Report have been audited by Coopers & Lybrand L.L.P., independent accountants.
Additional information concerning the performance of the Fund is included in the
Annual Report which may be obtained without charge by writing the Trust at the
address on the back cover of this Prospectus.
Pictet Global Emerging Markets Fund
For a share outstanding throughout each year
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Year Year Period
Ended Ended Ended
12/31/97 12/31/96 (b) 12/31/95* (b)
Net asset value, beginning of year $10.13 $ 9.51 $10.00
------ ------ ------
Income from investment operations:
Net investment income 0.04 0.07 0.02
Net realized and unrealized gain/(loss) on investments (1.18) 0.71 (0.49)
------ ---- ------
Total from investment operations (1.14) 0.78 (0.47)
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Distributions to shareholders:
Distributions from net investment income (0.01) (0.07) (0.02)
Distributions in excess of net investment income (0.01) (0.00)# (0.00)#
Distributions from net realized gains on investments --- (0.08) ---
------- ------ -----
Distributions in excess of net realized gains
on investments (0.10) (0.01) ---
------ ------ -----
Total distributions (0.12) (0.16) (0.02)
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Net asset value, end of year $8.87 $10.13 $ 9.51
===== ====== ======
Total return ++ (11.29)% 8.32% (4.72)%
======== ===== =======
Ratios to average daily net assets/supplemental data:
Net assets, end of year (in 000's) $190,921 $122,047 $ 9,623
Ratio of operating expenses 1.70% 1.70% 1.95%+
Ratio of operating expenses without expense reductions 1.84% 2.20% 8.39%+
Ratio of net investment income 0.32% 0.88% 0.68%+
Ratio of net investment income/(loss) without expense
reductions 0.18% 0.38% (5.77)%+
Net investment income/(loss) per share without expense
reductions $0.02 $ 0.03 $ (0.13)
Portfolio turnover rate 77% 48% 5%
Average commission rate (per share of security)(a) $0.0011 $0.0009 $0.0010
<FN>
* Pictet Global Emerging Markets Fund commenced operations on October 4, 1995.
+ Annualized.
++ Total return represents aggregate total return for the period.
# Amount represents less than $0.00 per share.
(a) Average commission rate paid per share of securities purchased and sold by
the Fund.
(b) Per share amounts have been restated to reflect the stock dividend
of 9 additional shares for each share outstanding. On December 2, 1996, the Board of Trustees declared a
stock dividend of nine additional shares for each share outstanding of
Pictet Global Emerging Markets Fund. The record date of the stock dividend
was December 31, 1996, payable on January 1, 1997.
</FN>
</TABLE>
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 issuers in countries having emerging markets. Many
investments in emerging markets can be considered speculative, and their prices
can be much more volatile than those in the more developed nations of the world.
Currently, it is expected that under normal conditions at least 85% of the
Fund's total assets will be invested in emerging market equity securities.
The Fund considers countries having emerging markets to be all countries
that generally are considered to be developing or emerging countries by the
International Bank for Reconstruction and Development (more commonly referred to
as the World Bank) and the International Finance Corporation, as well as
countries that are classified by the United Nations or otherwise regarded by
their authorities as developing. The countries at present may include, but are
not limited to, Argentina, Turkey, India, Indonesia, Israel, Brazil, Czech
Republic, Greece, Malaysia, Mexico, China, Taiwan, Russia, South Africa, and
South Korea. In addition, as used in this Prospectus, "emerging market equity
securities" means (i) equity securities of companies in which the principal
securities trading market is considered an emerging market country, as defined
above; (ii) equity securities, traded in any market, of companies that derive
50% or more of their total revenue from either goods or services produced in
such emerging market countries or sales made in such emerging market countries;
or (iii) equity securities of companies organized under the laws of, and with a
principal office in, an emerging market country. "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"), Global Depositary Receipts ("GDRs"), Russian Depositary
Certificates ("RDCs") or other similar securities representing common stock of
foreign issuers typically issued by banks, trust companies or brokers.
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 Fund normally will maintain investments in fifteen or more, but
in no event fewer than eight, developing market countries.
The Fund and its Adviser may, from time to time, use various methods of
selecting securities for the Fund, and also may employ and rely on independent
or affiliated sources of information and ideas in connection with management of
the Fund. The Adviser's philosophy for investing in emerging markets focuses on
stock selection and significantly diversifying the Fund's investments on a
company and country level. The Adviser uses a proprietary database which screens
for emerging markets that meet the Adviser's criteria. Generally, in order for a
country to be included by the Adviser as a permissible emerging market
investment, it must satisfy certain conditions and criteria. These criteria
include: the country must meet custodial criteria, such as security of assets
and international experience; the country typically satisfies certain
socio-economic conditions, including freedom to invest and repatriate capital
and deregulation of the economy; and the country typically satisfies specific
cyclical criteria, including liquidity conditions, industrial production
capacity constraints, direction of real interest rates and the valuation of the
market.
The Fund may invest up to 35% of its total assets 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"); are rated at least BBB by Standard &
Poor's Ratings Service, a division of McGraw-Hill Companies, Inc. ("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 of banks (including certificates
of deposit, time deposits and bankers' acceptances); 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 generally would 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.
Borrowing and Reverse Repurchase Agreements. 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. 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 borrowing funds temporarily
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 assets 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 purpose 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.
Depositary Receipts and Certificates. The Fund may purchase sponsored
or unsponsored ADRs, EDRs, GDRs and RDCs (collectively, "Depositary Receipts and
Certificates"). ADRs typically are issued by a U.S. bank or trust company and
evidence ownership of underlying securities issued by a foreign corporation.
EDRs, GDRs, and RDCs typically are issued by foreign banks, trust companies or
brokers, although they also may be issued by U.S. banks, trust companies or
brokers, and evidence ownership of underlying securities issued by either a
foreign or a U.S. corporation. For purposes of the Fund's investment policies,
the Fund's investments in Depositary Receipts and Certificates 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 or
experience other adverse tax consequences 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
transactions 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 assets 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 rise
or fall substantially 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 predicted accurately 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.
Foreign Securities. Investing in the securities of foreign companies
involves special risks and considerations typically not 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. 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.
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. Foreign companies generally are not subject to uniform accounting,
auditing and financial reporting standards, and auditing practices and
requirements may not be comparable with 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.
Investing in Emerging Markets. The risks of foreign securities often
are heightened for investments in developing or emerging markets, including
certain Eastern European countries where the risks include the possibility that
such countries may revert to a centrally planned economy. Securities of many
issuers in emerging markets may be less liquid and more volatile than securities
of comparable issuers in developed markets. Clearance and settlement procedures
are different in some emerging markets and at times settlements have not kept
pace with the volume of securities transactions, making it difficult to conduct
such transactions. Delays in settlement could result in temporary periods when a
portion of the assets of the Fund is 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 the value of
those securities, or, if the Fund had entered into a contract to sell a
security, in possible liability to the purchaser.
Costs associated with transactions in foreign securities generally are
higher than costs associated with transactions in U.S. securities. Such
transactions also involve additional costs for the purchase or sale of foreign
currency. Developing countries also may impose restrictions on the Fund's
ability to repatriate investment income or capital. Even where there is no
outright restriction on repatriation of investment income or capital, the
mechanics of repatriation may affect certain aspects of the operations of the
Fund. For example, funds may be withdrawn from the People's Republic of China
only in U.S. dollars or local currency and only at the exchange rate established
by the government once each week.
Some of the currencies in emerging markets have experienced
devaluations relative to the U.S. dollar, and major adjustments have been made
periodically in certain of such currencies. Devaluations in the currencies in
which the Fund's portfolio securities are denominated may have a detrimental
impact on the Fund. Some countries also may have managed currencies which are
not free floating against the U.S. dollar. In addition, there is a risk that
certain countries may restrict the free conversion of their currencies into
other currencies. Further, certain currencies may not be traded internationally.
Certain developing countries face serious exchange constraints.
Governments of some developing countries exercise substantial influence
over many aspects of the private sector. In some countries, the government owns
or controls many companies, including the largest in the country. As such,
government actions in the future could have a significant effect on economic
conditions in developing countries in these regions, which could affect private
sector companies, the Fund and the value of its securities. Furthermore, certain
developing countries are among the largest debtors to commercial banks and
foreign governments. Trading in debt obligations issued or guaranteed by such
governments or their agencies and instrumentalities involves a high degree of
risk.
In many emerging markets, there is less government supervision and
regulation of business and industry practices, stock exchanges, brokers and
listed companies than in the United States. The foreign securities markets of
many of the countries in which the Fund may invest may also be smaller, less
liquid and subject to greater price volatility than those in the United States.
Throughout the last decade many emerging markets have experienced, and
continue to experience, high rates of inflation. In certain countries, inflation
has accelerated rapidly at times to hyper inflationary levels, creating a
negative interest rate environment and sharply eroding the value of outstanding
financial assets in those countries. Increases in inflation could have an
adverse effect on the Fund's non-dollar denominated securities.
Individual foreign economies may differ favorably or unfavorably from
the U.S. economy in such respects as growth of gross domestic product, rate of
inflation, capital reinvestment, resources, self-sufficiency and balance of
payments position. The securities markets, values of securities, yields and
risks associated with securities markets in different countries may change
independently of each other.
Securities traded in certain emerging securities markets may be subject
to risks due to the inexperience of financial intermediaries, the lack of modern
technology and the lack of a sufficient capital base to expand business
operations. Furthermore, there can be no assurance that the Fund's investments
in certain developing countries would not be expropriated, nationalized or
otherwise confiscated. Finally, any change in the leadership or policies of
developing countries, or the countries that exercise a significant influence
over those countries, may halt the expansion of or reverse the liberalization of
foreign investment policies and adversely affect existing investment
opportunities.
There are further risk factors, including possible losses through the
holding of securities in domestic and foreign custodian banks and depositories,
described elsewhere in the Prospectus. See those sections entitled "Repurchase
Agreements," "Reverse Repurchase Agreements," "When Issued," "Delayed
Settlement" and "Forward Delivery Securities" and "Forward Foreign Currency
Exchange Contracts" under "Investment Techniques" in the Prospectus. Additional
information on these topics is contained in the SAI. Supplementary information
regarding the risks of investment in Russian and other foreign securities is
contained in Appendix A of the SAI.
Year 2000 Risks. Like other mutual funds, financial and business
organizations and individuals around the world, a fund could be adversely
affected if the computer systems used by its Adviser and other service providers
do not properly process and calculate date-related information from and after
January 1, 2000. This is commonly known as the "Year 2000 Problem." Pictet
International Management Limited is taking steps that it believes are reasonably
designed to address the Year 2000 Problem with respect to the computer systems
that it uses and to obtain satisfactory assurances that comparable steps are
being taken by each of the funds' other major service providers. At this time,
however, there can be no assurance that these steps will be sufficient to avoid
any adverse impact on the funds.
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 (individually,
the "Institution" or collectively, 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 in the Fund is $100,000;
the minimum subsequent investment in 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. ("Investor Services
Group"), the Fund's transfer agent, and deliver required funds to the Fund's
transfer agent on a timely basis. Payment in cash for Fund shares must be made
in federal funds 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. Shareholders should also contact the
Adviser for information on in-kind purchases of Fund shares.
See "Purchase of Shares" in the SAI.
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, the Adviser nor the Institutions are
permitted to withhold placing orders to benefit themselves by a price change.
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 by the transfer agent
of a redemption request in proper order. 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 redemption orders promptly to the transfer agent.
Payment of redemption proceeds ordinarily will 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 SEC. 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 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 SEC. Investors may incur brokerage charges on the sale
of portfolio securities received as a redemption in kind.
The Fund reserves the right to redeem an account in the Fund, upon 30
days' written notice, if the net asset value of the account's shares falls below
$100,000 due to redemptions and is not increased subsequently to at least such
amount within the 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 International Small Companies Fund and Pictet Eastern
European 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 the applicable minimum initial and
subsequent investment requirements of the series whose shares will be acquired.
In addition, an exchange is permitted only between accounts with identical
registrations. Shares of a series may be acquired in an exchange only if the
shares are being offered currently and are available legally for sale in the
state of the shareholder's legal 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. Shareholders that are not exempt from taxation
may realize a taxable gain or loss in an exchange transaction. See "Dividends,
Capital Gain 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 are open for business and the Fund receives an order to
purchase, exchange or redeem its shares. Currently, the Exchange is closed on
weekends and New Year's Day, Martin Luther King, Jr. 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. Short term investments that mature in 60 days or less
are valued at amortized cost.
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
gain. 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 be reinvested automatically in additional shares
of the Fund at the 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 interest 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. 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 capital gains, regardless of how long
the shareholders have held the shares. For Shareholders other than corporations,
different tax rates may apply to these capital gain distributions depending upon
their sources and other relevant factors, and the Fund will provide appropriate
information regarding these rates to its shareholders.
The impact of dividends or distributions which are expected to be declared,
or have been declared but not paid, should be considered carefully 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.
Shareholders that are not tax-exempt may also be subject to tax upon redemption
or exchange of shares of the Fund.
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 as paid by its
shareholders. If the Fund makes this election, the amount of qualified 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 generally may be entitled, subject to certain
holding period requirements and other limitations under the Code, (a) to credit
a proportionate amount of such taxes against U.S. Federal income tax liabilities
or (b) to deduct such proportionate amount from U.S. income if deductions are
itemized.
Miscellaneous. Dividends declared in October, November or December of
any year payable to shareholders of record on a specified date in such 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 generally will 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 gain
distributions) or gross proceeds realized upon a redemption, exchange or other
sale of shares paid to shareholders who are subject to "backup withholding"
because they have failed to provide a correct, certified taxpayer identification
number in the manner required, have received IRS notice of their failure to
report payments of taxable interest or dividends properly on their tax returns
or have failed to certify to the Fund that they are not subject to backup
withholding or that they are "exempt recipients" when required to do so.
STATE, LOCAL AND FOREIGN TAXES
Shareholders also may 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 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 1.25% of the average daily net assets of the Fund. The Adviser
voluntarily has agreed to reduce its fees and reimburse expenses to the extent
necessary to assure that the total operating expenses of the Fund will not
exceed 1.70% of the average daily net assets of the Fund.
The Adviser is an affiliate of Pictet & Cie (the "Bank"), a Swiss private
bank which was founded in 1805. As of December 31, 1997, the Bank managed in
excess of $52 billion for institutional and private clients. The Bank is owned
by eight 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 Organization, the Adviser'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
$5 billion for more than 50 accounts.
The Fund is managed by the following individuals:
Douglas Polunin is a Senior Investment Manager who shares joint
responsibility for worldwide smaller companies and emerging markets investment
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 who shares 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.
Yves Kuhn is a Senior 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 a Senior 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
currently is responsible for investments in the Indian Subcontinent, the Middle
East and African regions.
Julian Garel-Jones is a Senior Investment Manager within the emerging
markets team with special responsibility for Latin America. Before joining
Pictet in 1996, Julian spent six years working for the Rothschild Group in
London, including four years as a Latin American Fund Manager, during which time
he traveled extensively in the Latin American region.
Jura Ostrowsky is a Senior Investment Manager within the emerging
markets team with specific responsibility for Russia and the former Soviet Union
Republics. Before joining Pictet in 1994, Jura worked for three years as a
research analyst for the Balanced Portfolio division at UBS in Zurich. He was
also involved in investment projects in the former Soviet Union.
Paul Parsons is a Senior Investment Manager within the Emerging Markets Team
chiefly responsible for Asia equities. Paul started his investment career in
1987 when he joined the Far East team at MIM (later Invesco MIM), initially as a
Japanese market analyst and later as a specialist in Asian fund management. In
1992 Paul moved to Hong Kong where he managed regional portfolios with a
particular emphasis on Hong Kong, China and Taiwan. Paul joined Pictet in
January 1995.
ADMINISTRATIVE AND TRANSFER AGENT SERVICES
Investor Services Group serves as the Trust's administrator, accounting
agent and transfer agent, and in these capacities, supervises the Trust's
day-to-day operations, other than management of the Fund's investments. Investor
Services Group is a wholly-owned subsidiary of First Data Corporation. For its
services as accounting agent, Investor Services Group 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, the Investor Services
Group is entitled to receive $220,000 per annum from the Trust, allocated among
the Fund and other series of the Trust based on average daily net assets. In
addition, Investor Services Group is paid separate compensation for its services
as transfer agent.
Investor Services Group is located at One Exchange Place, Boston,
Massachusetts 02109.
OTHER SERVICES
Distributor. First Data 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 4400
Computer Drive, Westborough, Massachusetts 01581.
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 audits the Trust's financial statements annually.
Counsel. Hale and Dorr LLP serves as counsel to the Trust.
EXPENSES
As discussed under "Expenses of the Fund," the Adviser voluntarily has
undertaken to waive its fees and reimburse expenses 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 with 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 with data prepared by Lipper Analytical Services, Inc., Micropal,
the Morgan Stanley Capital International Emerging Markets Free Index (also known
as the Emerging Markets 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 also may be
used in comparing the performance of the Fund.
Performance quotations will represent the Fund's past performance, and
should not be considered 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 generally is 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. The annual total return for
the Fund for the year ended December 31, 1997 was (11.29)% ((11.40)% without fee
waivers). The average annual total return for the Fund from inception (October
4, 1995) to December 31, 1997 was (3.86)% ((4.59)% without fee waivers and
reimbursements).
The portfolio managers of the Fund and other investment professionals may
from time to time discuss in advertising, sales literature or other material,
including periodic publications, various topics of interest to shareholders and
prospective investors. The topics may include but are not limited to the
advantages and disadvantages in taxable investments; Fund performance and how
such performance may compare to various market indices; shareholder profiles and
hypothetical investor scenarios; the economy; the financial and capital markets;
investment strategies and techniques; investment products; and tax, retirement
and investment planning.
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 three 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 charges in fundamental investment policies, but vote together on the election
of Trustees or selection of independent accountants. Under Massachusetts law and
the Declaration of Trust, the Trust is not required and currently does not
intend to hold annual meetings of shareholders for the election of Trustees
except as required under the 1940 Act. Meetings of shareholders for the purpose
of electing Trustees normally will not be held 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 shareholder 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.
REPORTS
Shareholders receive unaudited semi-annual financial statements and
audited annual financial statements.
PICTET GLOBAL EMERGING MARKETS FUND
One Exchange Place
Boston, Massachusetts 02109
Prospectus
Dated April 30, 1998
Investment Adviser Administrator and Transfer Agent
Pictet International Management Limited First Data Investor Services Group, Inc.
Cutlers Gardens One Exchange Place
5 Devonshire Square 53 State Street
London, United Kingdom Boston, MA 02109
EC2M 4LD
Distributor
First Data Distributors, Inc.
4400 Computer Drive
Westborough, MA 01581
Table of Contents
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Page Page
Expenses of the Fund...................... 2 Redemption of Shares................................... 10
Financial Highlights...................... 3 Exchange of Shares..................................... 11
Investment Objective and Policies......... 4 Valuation of Shares.................................... 11
Investment Techniques..................... 5 Dividends, Capital Gain Distributions and Taxes........ 12
Risk Factors.............................. 7 Management of the Fund................................. 14
Purchase of Shares........................ 10 Performance Calculations............................... 16
General Information.................................... 17
</TABLE>
No person has been authorized to give any information or to make any
representations not contained in this Prospectus, or in the 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.
PICTET INTERNATIONAL SMALL COMPANIES FUND
One Exchange Place Boston, Massachusetts 02109
Prospectus - April 30, 1998
Panorama Trust, a Massachusetts business trust (the "Trust"), is a no-load,
diversified, open-end management investment company which currently offers
shares of three series, one of which is 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 with small market capitalization's
located outside the United States. 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 sets forth concisely the information a prospective investor
should know before investing. Investors should read and retain this Prospectus
for future reference. Additional information about the Fund is contained in the
Statement of Additional Information (the "SAI") dated April 30, 1998, as
supplemented from time to time, which has been filed with the Securities and
Exchange Commission ("SEC") and is available along with other related materials
in the SEC's Internet Website (http://www.sec.gov). The SAI is incorporated by
reference into this Prospectus and is available upon request and 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 incurred by the
Fund for the year ended December 31, 1997.
Shareholder Transaction Expenses
<TABLE>
<CAPTION>
<S> <C>
Sales Load Imposed on Purchases.................................................................. NONE
Sales Load Imposed on Reinvested Dividends....................................................... NONE
Deferred Sales Load.............................................................................. NONE
Redemption Fees.................................................................................. NONE
Exchange Fees.................................................................................... NONE
</TABLE>
Annual Fund Operating Expenses
(as a percentage of average net assets)
<TABLE>
<CAPTION>
<S> <C>
Investment Advisory Fees (after waiver and reimbursements)*..................... 0%
Other Expenses.................................................................. 1.20%
-----
Total Operating Expenses (after waiver and reimbursements)*..................... 1.20%
<FN>
=====
- ---------------------------------
* The Investment Adviser voluntarily has agreed to waive its fees and
reimburse expenses to the extent necessary to assure that the total
operating expenses do not exceed 1.20% of the Fund's average daily net
assets. Without such voluntary waiver and expense reimbursement, investment
advisory fees and total operating expenses would have been 1.00% and 2.20%,
respectively, of the Fund's average daily net assets.
</FN>
</TABLE>
The purpose of the above table is to assist an investor in
understanding the various costs and expenses that an investor in the Fund will
bear directly or indirectly. 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.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
------- ------- ------- --------
$12 $38 $66 $145
</TABLE>
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.
FINANCIAL HIGHLIGHTS
The following table provides financial highlights of the Fund for the
periods presented and should be read in conjunction with the financial
statements and related notes that appear in the Trust's annual report dated
December 31, 1997 (the "Annual Report") and which are incorporated by reference
into the SAI. The financial statements and related notes contained in the Annual
Report have been audited by Coopers & Lybrand L.L.P., independent accountants.
Additional information concerning the performance of the Fund is included in the
Annual Report which may be obtained without charge by writing the Trust at the
address on the back cover of this Prospectus.
Pictet International Small Companies Fund
For a Fund share outstanding throughout each year
<TABLE>
<CAPTION>
<S> <C> <C>
Year Period
Ended Ended
12/31/97 12/31/96*(b)
Net asset value, beginning of year $10.15 $10.00
------ ------
Income from investment operations:
Net investment income 0.08 0.09
Net realized and unrealized gain/(loss) on investments (0.86) 0.20
-------- ----
Total from investment operations (0.78) 0.29
-------- ----
Distributions to shareholders:
Distributions from net investment income (0.09) (0.09)
Distributions in excess of net investment income (0.04)
Distributions from net realized gains on investments --- (0.02)
--------- ------
Distributions from tax return of capital --- (0.00)#
--------- -------
Total distributions (0.13) (0.14)
-------- ------
Net asset value, end of year $ 9.24 $10.15
====== ======
Total return ++ (7.68)% 2.85%
======= =====
Ratios to average daily net assets/supplemental data:
Net assets, end of year (in 000's) $23,773 $25,743
Ratio of operating expenses 1.20% 1.20%+
Ratio of operating expenses without expense reductions 2.20% 2.46%+
Ratio of net investment income 0.82% 1.04%+
Ratio of net investment loss without expense reductions (0.18)% (0.22)%+
Net investment loss per share without expense reductions $(0.02) $ (0.02)
Portfolio turnover rate 90% 53%
Average commission rate (per share of security)(a) $0.0098 $0.0152
<FN>
* Pictet International Small Companies Fund commenced operations on February 7, 1996.
+ Annualized.
++ Total return represents aggregate total return for the period.
# Amount represents less than $0.01 per share.
(a) Average commission rate paid per share of securities purchased and sold by
the Fund.
(b) Per share amounts have been restated to reflect the stock dividend of 9
additional shares for each share outstanding. On December 2, 1996, the
Board of Trustees declared a stock dividend of nine additional shares for
each share outstanding of Pictet International Small Companies Fund. The
record date of the stock dividend was December 31, 1996, payable on January
1, 1997.
</FN>
</TABLE>
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 with small market capitalization's which are
located outside the United States. Under normal conditions, at least 65% of the
Fund's total assets will be invested in equity securities of smaller
capitalization companies 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
capitalization's 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 typically will have individual market capitalization's
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 a "bottom-up" approach in stock selection.
Generally, such stock selection is based on the Adviser's proprietary database
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
macro-economic 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"); are rated at least 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 of banks (including certificates
of deposit, time deposits and bankers' acceptances); 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 generally would 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.
Borrowing and Reverse Repurchase Agreements. 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. 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 borrowing funds temporarily
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 securities 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.
Depositary Receipts. The Fund may purchase sponsored or unsponsored
ADRs, EDRs and GDRs (collectively, "Depositary Receipts"). ADRs typically are
issued by a U.S. bank or trust company and evidence ownership of underlying
securities issued by a foreign corporation. EDRs and GDRs typically are 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 U.S. 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 or
experience other adverse tax consequences 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
transactions 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 assets 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 rise
or fall substantially 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 predicted accurately 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. Investing in the securities of foreign companies
involves special risks and considerations typically not 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. 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.
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. Foreign companies generally are not subject to uniform accounting,
auditing and financial reporting standards, and auditing practices and
requirements may not be comparable with 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. For additional information refer to
"Repurchase Agreements," "Reverse Repurchase Agreements," "When Issued,"
"Delayed Settlement" and "Forward Delivery Securities" and "Forward Foreign
Currency Exchange Contracts" under "Investment Techniques" in the Prospectus and
under "Foreign Investments" in the SAI.
Year 2000 Risks. Like other mutual funds, financial and business
organizations and individuals around the world, a fund could be adversely
affected if the computer systems used by its Adviser and other service providers
do not properly process and calculate date-related information from and after
January 1, 2000. This is commonly known as the "Year 2000 Problem." Pictet
International Management Limited is taking steps that it believes are reasonably
designed to address the Year 2000 Problem with respect to the computer systems
that it uses and to obtain satisfactory assurances that comparable steps are
being taken by each of the funds' other major service providers. At this time,
however, there can be no assurance that these steps will be sufficient to avoid
any adverse impact on the funds.
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 (individually,
the "Institution" and collectively, 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 in the Fund is $100,000;
the minimum subsequent investment in 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. ("Investor Services
Group"), the Fund's transfer agent, and deliver required funds to the Fund's
transfer agent on a timely basis. Payment in cash for Fund shares must be made
in federal funds 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. Shareholders should also contact the
Adviser for information on in-kind purchases of Fund shares.
See "Purchase of Shares" in the SAI.
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, the Adviser nor the Institutions are
permitted to withhold placing orders to benefit themselves by a price change.
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 by the transfer agent
of a redemption request in proper order. 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 redemption orders promptly to the transfer agent.
Payment of redemption proceeds ordinarily will 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 SEC. 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 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 SEC. Investors may incur brokerage charges on the sale
of portfolio securities received as a redemption in kind.
The Fund reserves the right to redeem an account in the Fund, upon 30
days' written notice, if the net asset value of the account falls below $100,000
due to redemptions and is not increased subsequently to at least such amount
within the 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 and Pictet Eastern European
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 the applicable minimum initial and
subsequent investment requirements of the series whose shares will be acquired.
In addition, an exchange is permitted only between accounts with identical
registrations. Shares of a series may be acquired in an exchange only if the
shares are being offered currently and are available legally for sale in the
state of the shareholder's legal 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. Shareholders that are not exempt from taxation
may realize a taxable gain or loss in an exchange transaction. See "Dividends,
Capital Gain 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 New Year's Day, Martin Luther King, Jr. 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. Portfolio securities traded primarily on the London
Stock Exchange generally are valued at the mid-price between the current bid and
asked prices. Price information on listed securities is taken from the exchange
where the security is traded primarily. 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. Short term investments that mature in 60 days or less are valued at
amortized cost.
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 be reinvested automatically 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 interest 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. 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. For shareholders other than
corporations, different tax rates may apply to these capital gain distributions
depending upon their sources and other relevant factors, and the Fund will
provide appropriate information regarding these rates to its shareholders.
The impact of dividends or distributions which are expected to be declared,
or have been declared but not paid, should be considered carefully 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.
Shareholders that are not tax-exempt may also be subject to tax upon redemption
or exchange of shares of the Fund.
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 as paid by its
shareholders. If the Fund makes this election, the amount of qualified 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 generally may be entitled, subject to certain
holding period requirements and other limitations under the Code, (a) to credit
a proportionate amount of such taxes against U.S. Federal income tax liabilities
or (b) to deduct such proportionate amount from U.S. income if deductions are
itemized.
Miscellaneous. Dividends declared in October, November or December of
any year payable to shareholders of record on a specified date in such 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 generally will 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 "backup withholding"
because they have failed to provide a correct, certified taxpayer identification
number in the manner required, have received IRS notice of their failure to
report payments of taxable interest or dividends properly in their tax returns
or have failed to certify to the Fund that they are not subject to backup
withholding or that they are "exempt recipients" when required to do so.
STATE, LOCAL AND FOREIGN TAXES
Shareholders also may 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 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 Adviser
voluntarily has agreed to reduce its fees and reimburse expenses to the extent
necessary to assure that the total operating expenses of the Fund will not
exceed 1.20% of the average daily net assets of the Fund.
The Adviser is an affiliate of Pictet & Cie (the "Bank"), a Swiss private
bank which was founded in 1805. As of December 31, 1997, the Bank managed in
excess of $52 billion for institutional and private clients. The Bank is owned
by eight 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 Organization, the Adviser's London
office has managed international portfolios for U.S. tax-exempt clients since
1981 and U.K. pension funds since 1984. The Adviser currently manages
approximately $5 billion for more than 50 accounts.
The Fund is managed by the following individuals:
Jonathan Neill is a Senior Investment Manager who shares joint
responsibility for worldwide smaller companies and emerging markets investment
with Mr. Polunin. Prior to joining the Adviser 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.
Douglas Polunin is a Senior Investment Manager who shares joint
responsibility for worldwide smaller companies and emerging markets investment
with Jonathan Neill. Prior to joining the Adviser 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.
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 the Adviser 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.
Michael McLaughlin is a Senior Investment Manager within the Smaller
Companies group having specific responsibility for Japanese equities. He started
his financial career in 1987 as an Investment Analyst with the Central Finance
Board of the Methodist Church. In 1991, he was given responsibility for both
asset allocation and stock selection for the overseas fund, a non-authorized
unit trust. Prior to joining Pictet, he was the Japanese Investment Manager at
Provident Mutual running both pension funds and unit trusts.
Nils Francke is a Senior Investment Manager within the Smaller Companies
team. He started his financial career in 1983 with a two-year training program
at M M Warburg Bank in Hamburg, followed by one year as a financial analyst in
the corporate finance department of Salomon Brothers Inc. in New York. Prior to
joining Pictet in 1994, Nils spent three years working for Schroder Munchmeyer
Hengst, in Germany, advising institutions on capital market developments and
equity positions in Europe.
Robert Treich is a Senior Investment Manager within the Smaller Companies
group, having specific responsibility for the Asia Pacific region, the UK and
Canada. Prior to joining Pictet, Robert was an institutional equity salesman for
Richardson Greenshields of Canada in London, with a focus on smaller companies
in the technology and resource sectors. Before moving to London, Robert worked
as a corporate banker for the Royal Bank of Canada, managed a portfolio of
commercial real estate, completed a corporate restructuring plan and negotiated
financing for the export of capital goods from Canada to South Asia.
ADMINISTRATIVE AND TRANSFER AGENT SERVICES
Investor Services Group serves as the Trust's administrator, accounting
agent and transfer agent and, in these capacities, supervises the Trust's
day-to-day operations, other than management of the Fund's investments. Investor
Services Group is a wholly-owned subsidiary of First Data Corporation. For its
services as accounting agent, Investor Services Group 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, Investor Services
Group 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, Investor Services Group is to be paid separate compensation
for its services as transfer agent.
Investor Services Group is located at One Exchange Place, Boston,
Massachusetts 02109.
OTHER SERVICES
Distributor. First Data 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 4400
Computer Drive, Westborough, Massachusetts 01581.
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 audits the Trust's financial statements annually.
Counsel. Hale and Dorr LLP serves as counsel to the Trust.
EXPENSES
As discussed under "Expenses of the Fund," the Adviser voluntarily has
undertaken to waive its fees and reimburse expenses 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 with 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 with data prepared by Lipper Analytical Services, Inc., Morningstar,
Micropal, FTA World Medium Small-Cap Ex-U.S. Index and the HSBC James Capel
World excluding U.S. Smaller Companies 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 also may be used in comparing the performance of the Fund.
Performance quotations will represent the Fund's past performance, and
should not be considered 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 generally is 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 will not be included in the
Fund's calculations of total return. The annual total return for the Fund for
the year ended December 31, 1997 was (7.68)% ((8.59)% without fee waivers and
reimbursements). The average annual total return for the Fund from inception
(February 7, 1996) to December 31, 1997 was (2.70)% ((3.25)% without fee waivers
and reimbursements).
The portfolio managers of the Fund and other investment professionals may
from time to time discuss in advertising, sales literature or other material,
including periodic publications, various topics of interest to shareholders and
prospective investors. The topics may include but are not limited to the
advantages and disadvantages in taxable investments; Fund performance and how
such performance may compare to various market indices; shareholder profiles and
hypothetical investor scenarios; the economy; the financial and capital markets;
investment strategies and techniques; investment products; and tax, retirement
and investment planning.
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 three 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. As of April 15, 1998,
Lateen & Co., c/o State Street Bank Boston, Arlington, Virginia and Banker Trust
Company TTEE First Energy Master Trust, Jersey City, New Jersey may be deemed to
control the Fund by virtue of owning more than 25% of the outstanding shares of
the Fund. Shares of each series are entitled to vote separately to approve
investment advisory agreements or changes in fundamental investment policies,
but vote together on the election of Trustees or selection of independent
accountants. Under Massachusetts law and the Declaration of Trust, the Trust is
not required and currently does not intend to hold annual meetings of
shareholders for the election of Trustees except as required under the 1940 Act.
Meetings of shareholders for the purpose of electing Trustees normally will not
be held 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
shareholder 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.
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 April 30, 1998
Investment Adviser Administrator and Transfer Agent
Pictet International Management Limited First Data Investor Services Group, Inc.
Cutlers Gardens One Exchange Place
5 Devonshire Square 53 State Street
London, United Kingdom Boston, MA 02109
EC2M 4LD
Distributor
First Data Distributors, Inc.
4400 Computer Drive
Westborough, MA 01581
Table of Contents
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Page Page
Expenses of the Fund...................... 2 Redemption of Shares................................... 9
Financial Highlights...................... 3 Exchange of Shares..................................... 10
Investment Objective and Policies......... 4 Valuation of Shares.................................... 10
Investment Techniques..................... 5 Dividends, Capital Gain Distributions and Taxes........ 11
Risk Factors.............................. 7 Management of the Fund................................. 13
Purchase of Shares........................ 8 Performance Calculations............................... 15
General Information.................................... 16
</TABLE>
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.
PICTET GLOBAL EMERGING MARKETS FUND
STATEMENT OF ADDITIONAL INFORMATION
April 30, 1998
......This Statement of Additional Information is not a prospectus but should
be read in conjunction with Panorama Trust's (the "Trust") Prospectus for Pictet
Global Emerging Markets Fund (the "Fund") dated April 30, 1998 (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
<TABLE>
<CAPTION>
<S> <C> <C>
Investment Objective and Policies.............................................. 2
Purchase of Shares............................................................. 7
Redemption of Shares........................................................... 7
Portfolio Turnover............................................................. 7
Investment Limitations......................................................... 8
Management of the Fund......................................................... 9
Investment Advisory and Other Services......................................... 12
Distributor.................................................................... 13
Portfolio Transactions......................................................... 14
Additional Information Concerning Taxes........................................ 14
Performance Calculations....................................................... 18
General Information............................................................ 18
Financial Statements........................................................... 19
Appendix A - Description of Ratings and U.S. Government Securities
</TABLE>
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 generally would 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 enter into repurchase agreements
only 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 also would 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 borrowing funds temporarily 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 typically are issued by a
U.S. bank or trust company to evidence ownership of underlying securities issued
by a foreign corporation. EDRs and GDRs typically are 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 involved directly in the creation of the
program. Although regulatory requirements with respect to sponsored and
unsponsored programs generally are 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 sub-custodians each review and attempt to minimize the risks of
which they are aware, and even if neither the Trustees nor any service provided
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
its loss.
Investors should recognize that investing in foreign companies involves
certain special considerations which typically are not associated with investing
in U.S. companies. Because the stocks of foreign companies frequently are
denominated in foreign currencies and because the Fund may hold uninvested
reserves in bank deposits in foreign currencies temporarily, 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 generally are not subject to uniform accounting,
auditing and financial reporting standards and may have policies that are not
comparable with those of domestic companies, there may be less information
available about certain foreign companies than about domestic companies.
Securities of some foreign companies generally are 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 generally are 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 generally are 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 U.S., 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 ultimately is 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 any company or companies controlled by 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 affect adversely 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 liquid assets 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 presently are not regulated by the Commodity Futures Trading
Commission ("CFTC"), the CFTC may regulate them in the future, 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 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 in proper 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 minimums for initial and subsequent investments
from time to time.
At the Fund's discretion, shares of Fund also may be purchased by
exchanging securities acceptable to the Fund. The Fund need not accept any
security offered for exchange unless it is consistent with the Fund's investment
objective and restrictions and is acceptable otherwise to the Fund. Securities
accepted in exchange for shares will be valued in accordance with the Fund's
usual valuation procedures. Investors interested in making an in-kind purchase
of Fund shares must first telephone the Adviser to advise it of their intended
action and obtain instructions for an in-kind purchase.
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 Securities
and Exchange Commission (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%. For the years ended
December 31, 1997 and December 31, 1996, the portfolio turnover rates were 77%
and 48%, respectively.
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, 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 33-1/3% 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 exploration or development programs.
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 exploration or development programs, 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.
<TABLE>
<CAPTION>
<S> <C> <C>
Name, Address and Position Age Principal Occupation During Past Five Years
Jean G. Pilloud,* President and 54 Senior Manager of Pictet & Cie.
Chairman
Pictet & Cie
29, Boulevard Georges-Favon
1204 Geneva
Switzerland
Jean-Francois Demole,* Trustee 36 Chief Executive Officer of Pictet (Canada) &
Pictet & Cie. Company Ltd. since March 1994; Vice President of
29, Boulevard Georges-Favon Pictet & Cie, December 1990 to March 1994.
1204 Geneva
Switzerland
Jeffrey P. Somers,* Trustee 55 Officer, Director and Stockholder of Morse,
Morse, Barnes-Brown & Pendleton Barnes-Brown & Pendleton (law firm); Associate
1601 Trapelo Road lawyer and Partner, Gadsby & Hannah prior to
Reservoir Place February 1995.
Waltham, MA 02154
Bruce W. Schnitzer, Trustee 53 Chairman of the Board of Wand Partners, Inc.;
Wand Partners, Inc. Director, PennCorp Financial Group and AMRESCO
630 Fifth Avenue Inc.
Suite 2435
New York, NY 10111
David J. Callard, Trustee 58 President, Wand Partners, Inc.; Director,
Wand Partners, Inc. Waverly, Inc., Chartwell Re Corporation, and
630 Fifth Avenue, Suite 2435 Information Management Associates, Inc.
New York, NY 10111
Gail A. Hanson, Secretary 56 Counsel, First Data Investor Services Group,
First Data Investor Services Group, Inc. Ms. Hanson has been employed by First Data
Inc. Investor Services Group, Inc. since September
One Exchange Place 1994. Prior to September 1994, she was employed
53 State Street as an Associate at Bingham Dana LLP.
Boston, MA 02109
Jeffrey Lewis, Treasurer 39 Since 1994, Vice President of Fund Accounting at
First Data Investor Services Group, First Data Investor Services Group, Inc. From
Inc. January, 1984 through July, 1994, Mr. Lewis was
One Exchange Place an Assistant Vice President - Assistant
Boston, MA 02109 Controller for Colonial Management Associates,
Inc. proprietary mutual funds. Prior to that
time, he was employed by Keystone Provident Life
Insurance Co. and State Street Bank and Trust
Company.
</TABLE>
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 and Committee meeting attended and out-of-pocket expenses incurred in
attending such meetings.
Compensation Table
The following table sets forth the compensation paid to the Trustees of the
Trust for the year ended December 31, 1997. Compensation is not paid to any
officers of the Trust by the Fund. Further, the Trust does not provide any
pension or retirement benefits to its Trustees and officers.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
TOTAL
COMPENSATION
AGGREGATE FROM THE TRUST
NAME OF PERSON AND COMPENSATION AND COMPLEX PAID
POSITION FROM THE TRUST TO TRUSTEES
David J. Callard $8,250 $8,250
Trustee
Jean-Francois Demole 0 $0
Trustee
Jean G. Pilloud 0 $0
Trustee
Bruce W. Schnizter $5,750 $5,750
Trustee
Jeffrey P. Somers $7,250 $7,250
Trustee
</TABLE>
Control Persons and Principal Holders of Securities
As of April 15, 1998, the following entities owned 5% or more of the
outstanding shares of the Fund:
<TABLE>
<CAPTION>
<S> <C> <C>
Police Officers' Pension System
of the City of Houston.................................... 21.50%
602 Sawyer, Suite 640
Houston TX 77007
Mellon Bank Trustee
Dominion Resources Inc. Ret. Plan......................... 17.10%
Room 3346
One Mellon Bank Center
Pittsburgh, PA 15258
The Salvation Army Southern Territory......................... 10.80%
1424 Northeast Expressway
Atlanta, GA 30329
Mutual Fund Special Custodial Account
FBO Customers of Montgomery Secs.......................... 10.40%
600 Montgomery Street, 6th Floor
San Francisco, CA 94111
The Salvation Army Eastern Territory.......................... 10.40%
440 West Nyack Road
West Nyack, NY 10994
The Salvation Army Central Territory.......................... 8.25%
10 West Algonquin Road
Des Plaines, IL 60016
Banker Trust Company TTEE
First Energy Master Trust................................. 6.20%
c/o BTNY Services Inc.
100 Plaza One
Mail Stop 3048
Jersey City, NJ 07311
City of Richmond
Richmond Retirement System................................ 6.10%
P.O. Box 10252
Richmond, VA 23240
</TABLE>
As of April 15, 1998, the Trustees and officers of the Trust owned less
than 1% of the outstanding shares of the Fund.
INVESTMENT ADVISORY AND OTHER SERVICES
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.
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 1.25% of the Fund's average daily net assets. Currently, the Adviser
voluntarily has agreed to waive its fees and reimburse expenses to the extent
necessary to assure that the net operating expenses of the Fund will not exceed
1.70% of the Fund's average daily net assets. For the years ended December 31,
1997, December 31, 1996 and for the period October 4, 1995 (commencement of
operations) through December 31, 1995 the Fund incurred $2,569,857, $1,185,585
and $29,114, respectively, in fees for advisory services. For the years ended
December 31, 1997, December 31, 1996 and for the period October 4, 1995 through
December 31, 1995, the Adviser waived fees and reimbursed expenses in the
amounts as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Year Year Period Ended
Ended Ended December 31,
December December 31, 1995
31, 1997 1996
Fees waived..................... $294,489 $478,599 $ 29,114
Expenses reimbursed............. $0 $0 $120,948
</TABLE>
......The Adviser, located at Cutlers Gardens, 5 Devonshire Square, London,
England EC2M 4LD, is a 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 eight
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. ("Investor Services Group") pursuant to an
administration agreement. For the years ended December 31, 1997, December 31,
1996 and for the period October 4, 1995 (commencement of operations) through
December 31, 1995, the Fund paid $277,468, $230,789 and $65,323, respectively,
in fees to Investor Services Group for administration services rendered. See
"Administrative Services" in the Prospectus for information concerning
substantive provisions of the administration agreement.
.........Brown Brothers Harriman & Co., located at 40 Water Street, Boston,
Massachusetts 02109, serves as the custodian of the Trust's assets.
.........Coopers & Lybrand L.L.P., located at One Post Office Square,
Boston Massachusetts 02109, serves as independent accountants for the Trust and
audits its financial statements annually.
DISTRIBUTOR
......Shares of the Fund are distributed continuously and are offered
without a sales load by First Data Distributors, Inc. (the "Distributor"),
pursuant to a distribution agreement between the Trust and the Distributor.
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.
Brokerage commissions paid by the Fund for the years ended December 31, 1997,
December 31, 1996 and for the period October 4, 1995 (commencement of
operations) through December 31, 1995 were $1,658,403, $869,327.02 and $54,923,
respectively. None of these commissions were paid to an affiliate.
.........Some securities considered for investment by the Fund may be
appropriate also 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 has elected to be treated and
intends 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 by regulation may
exclude from qualifying income foreign currency gains which are not related
directly 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.
.........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 a capital gain, regardless
of how long the shareholder has held the Fund's shares. The Fund will designate
such distributions as capital gain distributions in a written notice mailed to
shareholders within 60 days after the close of the Fund's taxable year. Capital
gain distributions may be subject to tax at different maximum rates for
individual (noncorporate) investors, depending upon each investor's tax bracket,
the assets from which the Fund realized the gains, and the Fund's holding
periods for those assets.
Redemptions and exchanges are taxable events for shareholders that are
subject to tax. Shareholders should consult their own tax advisers with
reference to their individual circumstances to determine whether any particular
transaction in Fund shares is properly treated as a sale for tax purposes, as
the following discussion assumes, and the character of and tax rate applicable
to any gains or losses recognized in such transactions under the new rate
structure for capital gains and losses that was added to the Code by federal tax
legislation enacted in 1997. 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 a
long-term capital loss to the extent of the capital gain distributions 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.
.........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 (not in excess of its actual tax
liability). 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 holding period
requirements and other 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 operating as investment companies, also may 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 actually is
distributed by the PFIC or by making an election to mark its PFIC investments to
market or by otherwise managing its PFIC investments. These elections could
require the Fund to recognize taxable gain or income (subject to tax
distribution requirements) without the receipt of any corresponding amount of
cash. Additionally, gains from PFIC investments will generally be treated as
ordinary income rather than capital gain. 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, or a PFIC may be the only practicable way to invest in certain
countries, 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 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, absent an election that may be available in some
cases, generally is 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 be required to 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.
......Under the current tax law, capital and currency losses realized after
October 31 may be deferred and treated as occurring on the first day of the
following fiscal year. For the year ended December 31, 1997, the Fund has
elected to defer capital losses and currency losses occurring between November
1, 1997 and December 31, 1997 of $3,255,305 and $68,013, respectively, under
these rules. Such losses will be treated as arising on the first day of the year
ending December 31, 1998.
.........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 relates 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 effectively is 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 tax 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 Gain 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 generally will avoid both income and the Federal excise tax on
undistributed income and gains (see discussion under "Dividends, Capital Gain
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 be held personally liable as partners for its obligations under certain
circumstances. 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.
FINANCIAL STATEMENTS
The Trust's annual report for the year ended December 31, 1997 accompanies
this Statement of Additional Information and the Fund's financial statements and
related notes and the report of independent accountants contained therein are
incorporated by reference into this Statement of Additional Information.
APPENDIX A
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.
PICTET INTERNATIONAL SMALL COMPANIES FUND
STATEMENT OF ADDITIONAL INFORMATION
April 30, 1998
This Statement of Additional Information is not a prospectus but should be
read in conjunction with Panorama Trust's (the "Trust") Prospectus for Pictet
International Small Companies Fund (the "Fund") dated April 30, 1998 (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
<TABLE>
<CAPTION>
<S> <C> <C>
Investment Objective and Policies.............................................. 2
Purchase of Shares............................................................. 6
Redemption of Shares........................................................... 7
Portfolio Turnover............................................................. 7
Investment Limitations......................................................... 7
Management of the Fund......................................................... 9
Investment Advisory and Other Services......................................... 12
Distributor.................................................................... 13
Portfolio Transactions......................................................... 13
Additional Information Concerning Taxes........................................ 13
Performance Calculations....................................................... 18
General Information............................................................ 18
Financial Statements........................................................... 19
Appendix - Description of Ratings and U.S. Government Securities
</TABLE>
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 generally would 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 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 also would 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 borrowing funds temporarily 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 typically are issued by a
U.S. bank or trust company to evidence ownership of underlying securities issued
by a foreign corporation. EDRs and GDRs typically are 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 involved directly in the creation of the
program. Although regulatory requirements with respect to sponsored and
unsponsored programs generally are 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 sub-custodians 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
its loss.
Investors should recognize that investing in foreign companies involves
certain special considerations which typically are not associated with investing
in U.S. companies. Because the stocks of foreign companies frequently are
denominated in foreign currencies, and because the Fund may hold uninvested
reserves in bank deposits in foreign currencies temporarily, 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 generally are not subject to uniform accounting,
auditing and financial reporting standards and may have policies that are not
comparable with those of domestic companies, there may be less information
available about certain foreign companies than about domestic companies.
Securities of some foreign companies generally are less liquid and more volatile
than securities of comparable domestic companies. There generally is 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 generally are 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 generally are 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 U.S., 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 ultimately is 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 any company or companies controlled by 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 affect adversely 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 liquid assets 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 presently are not regulated by the Commodity Futures Trading
Commission ("CFTC"), the CFTC may regulate them in the future 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 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 in proper 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 minimums for initial and subsequent investments
from time to time.
At the Fund's discretion, shares of Fund also may be purchased by
exchanging securities acceptable to the Fund. The Fund need not accept any
security offered for exchange unless it is consistent with the Fund's investment
objective and restrictions and is acceptable otherwise to the Fund. Securities
accepted in exchange for shares will be valued in accordance with the Fund's
usual valuation procedures. Investors interested in making an in-kind purchase
of Fund shares must first telephone the Adviser to advise it of their intended
action and obtain instructions for an in-kind purchase.
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 Securities
and Exchange Commission (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%. For the year ended
December 31, 1997 and for the period February 7, 1996 (commencement of
operations) through December 31, 1996, the portfolio turnover rates were 90% and
53%, respectively.
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 33-1/3% 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.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Name, Address and Position Age Principal Occupation During Past Five Years
Jean G. Pilloud,* President and Chairman 54 Senior Manager of Pictet & Cie.
Pictet & Cie
29, Boulevard Georges-Favon
1204 Geneva
Switzerland
Jean-Francois Demole,* Trustee 36 Chief Executive Officer of Pictet (Canada) & Company Ltd.
Pictet & Cie. since March 1994; Vice President of Pictet & Cie,
29, Boulevard Georges-Favon December 1990 to March 1994.
1204 Geneva
Switzerland
Jeffrey P. Somers,* Trustee 55 Officer, Director and Stockholder of Morse, Barnes-Brown
Morse, Barnes-Brown & Pendleton & Pendleton (law firm); Associate lawyer and Partner,
1601 Trapelo Road Gadsby & Hannah prior to February 1995.
Reservoir Place
Waltham, MA 02154
Bruce W. Schnitzer, Trustee 53 Chairman of the Board of Wand Partners, Inc.; Director,
Wand Partners, Inc. PennCorp Financial Group and AMRESCO Inc.
630 Fifth Avenue
Suite 2435
New York, NY 10111
David J. Callard, Trustee 59 President, Wand Partners, Inc.; Director, Waverly, Inc.,
Wand Partners, Inc. Chartwell Re Corporation, and Information Management
630 Fifth Avenue Associates, Inc.
Suite 2435
New York, NY 10111
Gail A. Hanson, Secretary 56 Counsel, First Data Investor Services Group, Inc. Ms.
First Data Investor Services Group, Inc. Hanson has been employed by First Data Investor Services
One Exchange Place Group, Inc. since September 1994. Prior to September
53 State Street 1994, she was employed as an Associate at Bingham, Dana &
Boston, MA 02109 Gould.
Jeffrey Lewis, Treasurer 39 Since 1994, Vice President of Fund Accounting at First
First Data Investor Services Group, Data Investor Services Group, Inc. From January, 1984
Inc. through July, 1994, Mr. Lewis was an Assistant Vice
One Exchange Place President - Assistant Controller for Colonial Management
Boston, MA 02109 Associates, Inc. proprietary mutual funds. Prior to
that time, he was employed by Keystone Provident Life
Insurance Co. and State Street Bank and Trust Company.
</TABLE>
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 and Committee meeting attended and out-of-pocket expenses incurred in
attending such meetings.
Compensation Table
The following table sets forth the compensation paid to the Trustees of the
Trust for the year ended December 31, 1997. Compensation is not paid to any
officers of the Trust by the Fund. Further, the Trust does not provide any
pension or retirement benefits to its Trustees and officers.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
TOTAL
COMPENSATION
AGGREGATE FROM THE TRUST
NAME OF PERSON AND POSITION COMPENSATION AND COMPLEX PAID
FROM THE TRUST TO TRUSTEES
David J. Callard $8,250 $8,250
Trustee
Jean-Francois Demole $0 $0
Trustee
Jean G. Pilloud $0 $0
Trustee
Bruce W. Schnizter $5,750 $5,750
Trustee
Jeffrey P. Somers $7,250 $7,250
Trustee
</TABLE>
Control Persons and Principal Holders of Securities
As of April 15, 1998, the following entities owned 5% or more of the
outstanding shares of the Fund:
<TABLE>
<CAPTION>
<S> <C> <C>
Lateen & Co................................................... 59.60%
c/o State Street Bank Boston
1001 19th Street North, Suite 1600
Arlington, VA 22209
Banker Trust Company TTEE..................................... 39.90%
First Energy Master Trust
c/o BTNY Services Inc.
100 Plaza One
Mail Stop 3048
Jersey City, NJ 07311
Richard T. Peery.............................................. 19.50%
2560 Mission College
Blvd #101
Santa Clara, CA 95054
Walter Meranze................................................ 15.60%
c/o Prudential; Securities Inc.
610 Old York Road #400
Jenkintown, PA 19046
Bessemer Trust Company........................................ 14.50%
Attention Carl Schutt
100 Woodbridge Center Drive
Woodbridge, NJ 07095
David Snavely................................................. 11.11%
6135 Trust Drive
Holland, OH 43528
John Arrilliga................................................ 9.75%
2560 Mission College
Blvd #101
Santa Clara, CA 95054
Ellen Ross.................................................... 8.19%
3424 Del Monte Drive
Houston, TX 77019
As of April 15, 1998, the Trustees and officers of the Trust owned less than 1% of the outstanding
shares of the Fund.
</TABLE>
INVESTMENT ADVISORY AND OTHER SERVICES
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.
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. Currently, the Adviser
voluntarily has agreed to waive its fees and reimburse expenses to the extent
necessary to assure that the net operating expenses of the Fund will not exceed
1.20% of the Fund's average daily net assets. For the year ended December 31,
1997 and for the period February 7, 1996 (commencement of operations) through
December 31, 1996, the Fund incurred $256,059 and $218,700, respectively, in
fees for advisory services. For this period, the Adviser waived fees and
reimbursed expenses in the amounts as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
Year Period
Ended Ended
December December
31, 1997 31, 1996
Fees Waived ......... $210,536 $218,700
------------------------------------------
Expenses Reimbursed........ $ 47,315 $ 56,678
----------------------------------
</TABLE>
The Adviser, located at Cutlers Gardens, 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 eight
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. ("Investor Services Group") pursuant to an
administration agreement. For the year ended December 31, 1997 and for the
period February 7, 1996 (commencement of operations) through December 31, 1996,
the Fund paid $74,782 and $84,039, respectively, in fees to Investor Services
Group, Inc. for administration services. See "Administrative Services" in the
Prospectus for information concerning the substantive provisions of the
administration agreement.
Brown Brothers Harriman & Co., located at 40 Water Street, Boston,
Massachusetts 02109, serves as the custodian of the Trust's assets.
Coopers & Lybrand L.L.P., located at One Post Office Square, Boston,
Massachusetts 02109, serves as independent accountants for the Trust and audits
its financial statements annually.
DISTRIBUTOR
Shares of the Fund are distributed continuously and are offered without
a sales load by First Data Distributors, Inc. (the "Distributor") pursuant to a
distribution agreement between the Trust and the Distributor.
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.
Brokerage commissions paid by the Fund for the year ended December 31, 1997 and
for the period February 7, 1996 (commencement of operations) through December
31, 1996 were $158,477 and $165,197, respectively. None of these commissions
were paid to an affiliate.
Some securities considered for investment by the Fund may be
appropriate also 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 has elected to be treated and intends
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 by regulation may
exclude from qualifying income foreign currency gains which are not related
directly 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.
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 a capital gain, regardless
of how long the shareholder has held the Fund's shares. The Fund will designate
such distributions as capital gain distributions in a written notice mailed to
shareholders within 60 days after the close of the Fund's taxable year. Capital
gain distributions may be subject to tax at different maximum rates for
individual (noncorporate) investors, depending upon each investor's tax bracket,
the assets from which the Fund realized the gains, and the Fund's holding
periods for those assets.
Redemptions and exchanges are taxable events for shareholders that are
subject to tax. Shareholders should consult their own tax advisers with
reference to their individual circumstances to determine whether any particular
transaction in Fund shares is properly treated as a sale for tax purposes, as
the following discussion assumes, and the character of and tax rate applicable
to any gains or losses recognized in such transactions under the new rate
structure for capital gains and losses that was added to the Code by federal tax
legislation enacted in 1997. 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 a
long-term capital loss to the extent of the capital gain distributions 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.
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 (not in excess of its actual tax liability).
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 holding period requirements and
other 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 operating as investment companies, also may 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 actually is distributed
by the PFIC or by making an election to mark its PFIC investments to market or
by otherwise managing its PFIC investments. These elections could require the
Fund to recognize taxable gain or income (subject to tax distribution
requirements) without the receipt of any corresponding amount of cash.
Additionally, gains from PFIC investments will generally be treated as ordinary
income rather than capital gain. 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, or a PFIC may be the only practicable way to invest in certain
countries, 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 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, absent an election that may be available in some
cases, generally is 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 be required to 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.
Under the current tax law, capital and currency losses realized after
October 31 may be deferred and treated as occurring on the first day of the
following fiscal year. For the year ended December 31, 1997, the Fund has
elected to defer capital losses and currency losses occurring between November
1, 1997 and December 31, 1997 of $413,130 and $44,080, respectively, under these
rules. Such losses will be treated as arising on the first day of the year
ending December 31, 1998.
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 relates 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
also may 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 effectively is 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 tax 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 Gain 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 generally will avoid both income and the Federal
excise tax on undistributed income and gains (see discussion under "Dividends,
Capital Gain Distributions and Taxes" in the Prospectus). The amounts of any
income dividends or capital gain 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 be held personally liable as partners for its obligations under certain
circumstances. 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.
FINANCIAL STATEMENTS
The Trust's annual report for the year ended December 31, 1997 accompanies
this Statement of Additional Information and the Fund's financial statements and
related notes and the report of independent accountants contained therein are
incorporated by reference in to this Statement of Additional Information.
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 generally are
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 generally are
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 and Federal Financing Bank.
Certain agencies, enterprises and instrumentalities, such as the Government
National Mortgage Association, are backed, in effect, by the full faith and
credit of the U.S. 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 U.S., 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.
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(a) Financial Statements:
Included in Part A:
Financial Highlights
Included in Part B:
The Registrant's financial statements contained in the
Annual Report for the fiscal year ended December 31, 1997
and the Report of Independent Accountants dated February
25, 1998, are incorporated by reference to the Definitive
30b2-1 filed (EDGAR Form N-30D) on March 9, 1998 as
Accession #0000927405-98-000069.
(b) Exhibits:
(1)(a) Declaration of Trust dated May 23, 1995 is
incorporated by reference to Post-Effective
No. 3 as filed with the Securities and
Exchange Commission January 2, 1996
("Post-Effective Amendment No. 3").
(1)(b) Amendment to the Declaration of Trust dated June 8, 1995 is
incorporated by reference to Post-Effective Amendment No. 3.
(1)(c) Amendment to the Declaration of Trust dated December 28, 1995 is
incorporated by reference to Post-Effective Amendment No. 3.
(1)(d) Amendment to the Declaration of Trust dated
March 1, 1996 is incorporated by reference
to Post-Effective Amendment No. 4 as filed
with the Securities and Exchange Commission
April 1, 1996 ("Post-Effective Amendment No.
4").
(1)(e) Amendment to the Declaration of Trust dated April 17, 1997 is filed
herein.
(2) By-Laws dated May 23, 1995 is incorporated by reference to
Post-Effective Amendment No. 3.
(3) Not Applicable.
(4) Not Applicable.
(5)(a) Investment Advisory Agreement between
Registrant and Pictet International
Management Limited dated October 3, 1995
with respect to Pictet Global Emerging
Markets Fund is incorporated by reference to
Post-Effective Amendment No. 3
(5)(b) Supplement dated January 2, 1996 to the
Investment Advisory Agreement with respect
to Pictet International Small Companies Fund
is incorporated by reference to
Post-Effective Amendment No. 4.
(5)(c) Supplement dated March 12, 1997 to the Investment Advisory Agreement
with respect to Pictet Eastern European Fund is filed herein.
(6)(a) Distribution Agreement between Registrant and 440 Financial
Distributors, Inc. (now known as First Data Distributors, Inc.) dated
October 3, 1995 with respect to Pictet Global Emerging Markets Fund is
incorporated by reference to Post-Effective Amendment No. 3.
(6)(b) Supplement dated January 2, 1996 to the
Distribution Agreement with respect to
Pictet International Small Companies Fund is
incorporated by reference to Post-Effective
Amendment No. 4.
(6)(c) Supplement dated March 12, 1997 to the Distribution Agreement with
respect to Pictet Eastern European Fund is filed herein.
(7) Not Applicable.
(8)(a) Custodian Agreement between Registrant and Brown Brothers Harriman &
Co. dated September 15, 1995 with respect to Pictet Global Emerging
Markets Fund is incorporated by reference to Post-Effective Amendment
No. 3.
(8)(b) Amendment to Custodian Agreement dated
January 10, 1996 with respect to Pictet
International Small Companies Fund is
incorporated by reference to Post-Effective
Amendment No. 4
(8)(c) Amendment to Custodian Agreement dated
September 13, 1996 is incorporated by
reference to Post-Effective Amendment No. 6
filed with the Securities and Exchange
Commission February 17, 1997.
(8)(d) Amendment to Custodian Agreement dated September 16, 1997 with respect
to Pictet Eastern European Fund is filed herein.
(9)(a) Transfer Agency and Services Agreement between Registrant and The
Shareholder Services Group, Inc. (now known as First Data Investor
Services Group, Inc.) dated October 3, 1995 with respect to Pictet
Global Emerging Markets Fund is incorporated by reference to
Post-Effective Amendment No. 3.
(9)(b) Supplement dated January 2, 1996 to the
Transfer Agency and Services Agreement with
respect to Pictet International Small
Companies Fund is incorporated by reference
to Post-Effective Amendment No. 4.
(9)(c) Supplement dated March 12, 1997 to the
Transfer Agency and Services Agreement with
respect to Pictet Eastern European Fund is
filed herein.
(9)(d) Administration Agreement dated October 3, 1995 between Registrant and
The Shareholder Services Group, Inc. (now known as First Data Investors
Services Group, Inc.) with respect to Pictet Global Emerging Markets
Fund is incorporated by reference to Post-Effective Amendment No. 3.
(9)(e) Supplement dated January 2, 1996 to the
Administration Agreement dated October 3,
1995 with respect to Pictet International
Small Companies Fund is incorporated by
reference to Post-Effective Amendment No. 4.
(9)(f) Supplement dated March 12, 1997 to the Administration Agreement with
respect to Pictet Eastern European Fund is filed herein.
(10) Not Applicable.
(11) Consent of Independent Auditors is filed herein.
(12) Not Applicable.
(13)(a) Purchase Agreement dated October 2, 1995
with respect to Pictet Global Emerging
Markets Fund is incorporated by reference to
Post-Effective Amendment No. 3.
(13)(b) Purchase Agreement dated February 1, 1996 with
respect to Pictet International Small Companies is
incorporated by reference to Post-Effective Amendment No.
4.
(13)(c) Purchase Agreement dated March 12, 1997 with respect to
Pictet Eastern European Fund is filed herein.
(14) Not Applicable.
(15) Not Applicable.
(16) Performance Data with respect to Pictet Eastern European Fund will
be filed by amendment.
(17) Financial Data Schedules are filed herein.
</TABLE>
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
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Title of Series Record Holders as of April 15, 1998
--------------- -----------------------------------
Pictet International Small Companies Fund 5
Pictet Global Emerging Markets Fund 22
Pictet Eastern European Fund 15
</TABLE>
Item 27. Indemnification
Under Section 4.3 of Registrant's Declaration of Trust, any past or present
Trustee or officer of Registrant (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, as amended, 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, as amended, 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, as amended, 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, as amended, 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 therefore, is 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
eight 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, as amended
(SEC File No. 801-15143).
Item 29. Principal Underwriters
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(a) In addition to Panorama Trust, First Data Distributors, Inc. (the "Distributor")
currently acts as distributor for BT Insurance Funds Trust, The Galaxy Fund, The Galaxy
VIP Fund, Galaxy Fund II, First Choice Funds Trust, Alleghany Funds, Wilshire Target
Funds, Inc., Potomac Funds, Undiscovered Managers Funds, LKCM Funds, ABN-AMRO Funds
(f/k/a Rembrandt Funds), IBJ Funds Trust and the ICM Series Trust. The Distributor is
registered with the Securities and Exchange Commission as a broker-dealer and is a
member of the National Association of Securities Dealers. The Distributor is a
wholly-owned subsidiary of First Data Corporation and is located at 4400 Computer Drive,
Westborough, MA 01581.
(b) The information required by this Item 29 (b) with respect to
each director, officer, or partner of First Data Distributors,
Inc. is incorporated by reference to Schedule A of Form BD
filed by First Data Distributors, Inc. with the Securities and
Exchange Commission pursuant to the Securities Act of 1934, as
amended (File No. 8-45467).
(c) Not Applicable.
</TABLE>
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, as amended, and the
rules thereunder will be maintained at the offices of:
Pictet International Management Limited
Cutlers Gardens
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
53 State Street
Boston, Massachusetts 02109
(records relating to its functions as administrator)
First Data Investor Services Group, Inc.
4400 Computer Drive
Westboro, Massachusetts 01581-5120
(records relating to its functions as transfer agent)
First Data Distributors, Inc.
4400 Computer Drive
Westboro, Massachusetts 01581-5120
(records relating to its functions as distributor)
Item 31. Management Services
Not Applicable.
Item 32. Undertakings
(a) Not Applicable
(b) Not Applicable due to Rule changes.
(c) The Registrant will furnish each person to whom a prospectus
is delivered with a copy of the Registrant's latest annual
report to shareholders, upon request and without charge.
(d) Registrant hereby undertakes to call a meeting of its
shareholders for the purpose of voting upon the question of
removal of a trustee or trustees of Registrant when requested
in writing to do so by the holders of at least 10% of
Registrant's outstanding shares. Registrant undertakes
further, in connection with the meeting, to comply with the
provisions of Section 16(c) of the 1940 Act, as amended,
relating to communications with the shareholders of certain
common-law trusts.
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 this
Post-Effective Amendment No. 8 to the Registration Statement meets the
requirements for effectiveness pursuant to Rule 485(b) of the Securities Act of
1933, as amended, and Panorama Trust has duly caused this Post-Effective
Amendment No.8 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 30th day of April 1998.
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. 8 to the Registration Statement of Panorama Trust
has been signed by the following persons in the capacities and on the dates
indicated:
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Signature Title Date
/s/ Jean G. Pilloud Chairman, President April 30, 1998
- -------------------
(Jean G. Pilloud) and Trustee
(principal executive officer)
/s/ Jeffrey Lewis Treasurer April 30, 1998
- -----------------
(Jeffrey Lewis) (principal financial and
accounting officer)
/s/ Jean-Francois Demole Trustee April 30, 1998
(Jean-Francois Demole)
/s/ Jeffrey P. Somers, Esq. Trustee April 30, 1998
- ---------------------------
(Jeffrey P. Somers, Esq.)
/s/ Bruce W. Schnitzer Trustee April 30, 1998
- ----------------------
(Bruce W. Schnitzer)
/s/ David J. Callard Trustee April 30, 1998
- --------------------
(David J. Callard)
</TABLE>
EXHIBIT INDEX
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Exhibit
Number Description
(1)(e) Amendment to the Declaration of Trust dated April 17, 1997.
(5)(c) Supplement dated March 12, 1997 to the Investment Advisory
Agreement with respect to Pictet Eastern European Fund.
(6)(c) Supplement dated March 12, 1997 to the Distribution Agreement
with respect to Pictet Eastern European Fund.
(8)(d) Amendment to Custodian Agreement dated September 16, 1997 with respect to Pictet
Eastern European Fund
(9)(c) Supplement dated March 12, 1997 to the Transfer Agency and
Services Agreement with respect to Pictet Eastern European
Fund.
(9)(f) Supplement dated March 12, 1997 to the Administration
Agreement with respect to Pictet Eastern European Fund.
(11) Consent of Independent Auditors.
(13)(c) Purchase Agreement dated March 12, 1997 with respect to Pictet Eastern
European Fund.
(17) Financial Data Schedules.
</TABLE>
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 2, 1996:
VOTED: That the Declaration of Trust dated May 23, 1995, amended
to date, hereby further amended so as to establish and
designate a new series of the Trust, such series to be
known as "Pictet Eastern European 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, par value $.001 per share, 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, include
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 12th day of March, 1997.
JEAN G. PILLOUD BRUCE W. SCHNITZER
Jean G. Pilloud Bruce W. Schnitzer
JEAN-FRANCOIS DEMOLE DAVID J. CALLARD
Jean-Francois Demole David J. Callard
JEFFREY P. SOMERS, ESQ.
Jeffrey P. Somers, Esq.
SUPPLEMENT TO INVESTMENT ADVISORY AGREEMENT
PANORAMA TRUST
March 12, 1997
Pictet International Management Limited
Cutlers Garden
5 Devonshire Square
London, England EC2M 4LD
Dear Sirs:
This letter is to confirm that the undersigned, Panorama Trust, a
Massachusetts business trust (the "Trust"), and Pictet International Management
Limited (the "Adviser") have agreed that the Investment Advisory Agreement
between the Trust and the Adviser dated October 3,1995 (the "Agreement"), is
herewith amended to provide that the Adviser shall additionally act as
investment adviser to the Pictet Eastern European Fund (the "Fund") on the terms
and conditions contained in the Agreement and this Supplement. The investment
advisory fee for such services to the Fund shall be at the annual rate of 1.25%
of the average daily net assets of the Fund, computed at the end of each month
and payable within five (5) business days thereafter.
If the foregoing is in accordance with your understanding, please so
indicate by signing and returning to us the enclosed copy of this letter.
Very truly yours,
PANORAMA TRUST
By:
Authorized Signature
Accepted:
PICTET INTERNATIONAL MANAGEMENT LIMITED
By:
Authorized Signature
SUPPLEMENT TO DISTRIBUTION AGREEMENT
PANORAMA TRUST
March 12, 1997
First Data Distributors, Inc.
4400 Computer Drive
Westboro, Massachusetts 01581
Dear Sirs:
This letter is to confirm that the undersigned, Panorama Trust, a
Massachusetts business trust (the "Trust"), and First Data Distributors, Inc., a
Massachusetts corporation (the "Distributor") have agreed that the Distribution
Agreement between the Trust and the Distributor dated October 3,1995 (the
"Agreement"), is herewith amended to provide that the Distributor shall also be
the Distributor for the Pictet Eastern European Fund on the terms and conditions
contained in the Agreement. Schedule A to the Agreement is revised in the form
attached hereto.
If the foregoing is in accordance with your understanding, will you so
indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
PANORAMA TRUST
By:
Authorized Signature
Accepted:
FIRST DATA DISTRIBUTORS, INC.
By:
Authorized Signature
SCHEDULE A
to the Distribution Agreement
between Panorama Trust and
First Data Distributors, Inc.
Name of Series
Pictet Global Emerging Markets Fund
Pictet International Small Companies Fund
Pictet Eastern European Fund
PANORAMA TRUST FIRST DATA DISTRIBUTORS, INC.
By: By:
Title: Title:
APPENDIX B
Dated as of September 16, 1997
TO
CUSTODIAN AGREEMENT
BETWEEN
PANORAMA TRUST and BROWN BROTHERS HARRIMAN & CO.
The following is the list of Funds for which the Custodian shall serve under the
Custodian Agreement dated October 3, 1995:
PICTET EASTERN EUROPEAN FUND
PICTET GLOBAL EMERGING MARKETS FUND
PICTET INTERNATIONAL SMALL COMPANIES 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.:
JEAN PILLOUD KRISTEN FITZWILLIAM GIARRUSSO
Name: Jean Pilloud Name: Kristen Fitzwilliam Giarrusso
Title: Chairman of the Board and Title: Senior Manager
President
SUPPLEMENT TO TRANSFER AGENCY AND SERVICES AGREEMENT
March 12, 1997
Panorama Trust
One Exchange Place
Boston, Massachusetts 02109
Panorama Trust, a Massachusetts business trust (the "Trust"), hereby
supplements its Transfer Agency and Services Agreement dated October 3, 1995
(the "Transfer Agency Agreement") with First Data Investor Services Group, Inc.,
a Massachusetts corporation (the "Transfer Agent"), to provide the services as
described under the Transfer Agency Agreement for Pictet Eastern European Fund
(the "New Fund"). Exhibit I to the Transfer Agency Agreement is revised in the
form attached hereto.
Fees to be paid by the Company to the Transfer Agent with respect to
the New Fund will be made in accordance with the Letter Fee Agreement dated
October 3, 1995, among the Trust, First Data Distributors, Inc. and the Transfer
Agent. Such Letter Fee Agreement is included as an exhibit to the Transfer
Agency Agreement.
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance of this Supplement by signing and returning the
enclosed copy of this Supplement.
Very truly yours,
PANORAMA TRUST
By:
Authorized Signature
Accepted and Agreed to:
FIRST DATA INVESTOR SERVICES GROUP, INC.
By:
Authorized Signature
Exhibit 1
LIST OF PORTFOLIOS AND CLASSES (as revised)
Pictet Global Emerging Markets Fund (with one class of shares) Pictet
International Small Companies Fund (with one class of shares) Pictet Eastern
European Fund (with one class of shares)
SUPPLEMENT TO ADMINISTRATION AGREEMENT
March 12, 1997
Panorama Trust, a Massachusetts business trust (the "Trust"), hereby
supplements its Administration Agreement dated October 3, 1995 (the
"Administration Agreement") with First Data Investor Services Group, Inc., a
Massachusetts business trust (the "Administrator"), to provide the services as
described under the Administration Agreement for Pictet Eastern European Fund
(the "New Fund"). Schedule A to the Administration Agreement is revised in the
form attached hereto.
Fees to be paid by the Trust to the Administrator with respect to the
New Fund will be made in accordance with the Fee Letter Agreement dated October
3, 1995 among the Trust, the Administrator and First Data Distributors, Inc.
Such Fee Letter Agreement is referenced in the Administration Agreement.
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance of this Supplement by signing and returning the
enclosed copy of this Supplement.
Very truly yours,
PANORAMA TRUST
By:
Authorized Signature
Accepted and Agreed to:
FIRST DATA INVESTOR SERVICES GROUP, INC.
By:
Authorized Signature
SCHEDULE A (as revised March 1997)
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)
PICTET EASTERN EUROPEAN FUND
(with one class of shares)
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees of Panorama Trust:
We consent to the incorporation by reference in Post-Effective
Amendment No. 8 to the Registration Statement of Panorama Trust on Form N-1A of
our report dated February 25, 1998, on our audits of the financial statements
and financial highlights of Pictet Global Emerging Markets Fund and Pictet
International Small Companies Fund, which report is included in the Annual
Report to Shareholders for the year ended December 31, 1997, which is
incorporated by reference in the Post-Effective Amendment to the Registration
Statement. We also consent to the references to our Firm under the captions
"Financial Highlights" and "Independent Accountants" in the Prospectuses and
"Investment Advisory and Other Services" in the Statements of Additional
Information.
COOPERS & LYBRAND L.L.P.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
April 28, 1998
PURCHASE AGREEMENT
Panorama Trust (the "Trust"), a Massachusetts business trust, and
Pictet International Management Limited (the "Buyer") hereby agree as follows:
1. The Trust hereby offers the Buyer and the Buyer hereby purchases
one (1) share (the "Share") at $10 per share of the Trust's Pictet Eastern
European Fund (the "Fund"), with par value of $.001 per share. The Share is the
"initial share" of the Fund. The Buyer hereby acknowledges receipt of a purchase
confirmation reflecting the purchase of the Share, and the Trust hereby
acknowledges receipt from the Buyer of funds in the amount of $10 in full
payment for the Share.
2. The Buyer represents and warrants to the Trust that the Share
purchased by the Buyer is being acquired for investment purposes and not for the
purpose of distribution.
3. 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.
4. This Agreement has been executed on behalf of the Trust by the
undersigned officer of the Trust in 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.
5. 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 12th day of March, 1997.
PANORAMA TRUST
Attest:
____________________________ By: ________________________
Attest: PICTET INTERNATIONAL MANAGEMENT LIMITED
____________________________ By: ________________________
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<NUMBER> 012
<NAME> Pictet International Small Companies Fund
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