PANORAMA TRUST, 485APOS, 1999-02-26

PANORAMA TRUST
485APOS, 1999-02-26

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2 As filed with the Securities and Exchange Commission on
February 26, 1999
Securities Act File No. 33-92712
Investment Company Act File No.
811-9050

===============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
X

Pre-Effective Amendment No.

Post-Effective Amendment No. 11
X

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
X
Amendment No. 15
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) 535-0525

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
101 Federal Street 60 State Street
BOS 610 Boston, MA 02109
Boston, Massachusetts 02110

It is proposed that the filing will become effective:

____ immediately upon filing pursuant to paragraph (b) on February 3,
1999 pursuant to paragraph (b) 60 days after filing pursuant to
paragraph (a)(1)
X on April 30, 1999 pursuant to paragraph (a)(1) 75 days
after filing pursuant to paragraph (a)(2) on pursuant to
paragraph (a)(2) of Rule 485

<PAGE>

PICTET GLOBAL EMERGING MARKETS FUND

LOGO:
Left-facing
heraldic
lion

PICTET

1 8 0 5

PROSPECTUS
APRIL 30, 1999

The Securities and Exchange Commission has not approved
or disapproved these securities or determined whether
this prospectus is accurate or complete. Any statement
to the contrary is a crime.

TABLE OF CONTENTS

RISK/RETURN SUMMARY

Investment goal

Principal investments and strategies

Principal investment risks

Total return

Fees and expenses

THE FUND'S INVESTMENTS

INVESTMENT ADVISER

INVESTMENT AND ACCOUNT POLICIES

Calculation of net asset value

Purchasing fund shares

Year 2000

Exchanging between Pictet funds

Redeeming fund shares

Dividends, distributions and taxes

FINANCIAL HIGHLIGHTS

FOR MORE INFORMATION

back
cover

RISK/RETURN SUMMARY

Investment
goal

Long term growth of capital.

Principal
investments
and
strategies

The fund invests primarily in
equity securities of companies
in emerging market countries.

The fund normally invests in at
least 15, but never fewer than
eight, emerging market
countries.

Emerging
market
equities

Equity securities include common
and preferred stocks, investment
company shares, convertible debt
securities, warrants,
subscription rights, interests
in government owned or
controlled enterprises and
depositary receipts for foreign
stocks.

Emerging market countries are
those identified as developing
or emerging countries by the
World Bank, International
Finance Corporation or United
Nations or countries not listed
in the MSCI World Index.

Emerging market stocks means
equity securities:
? That are traded primarily
in an emerging market country.
? Of companies that derive
50% or more of total revenue
from goods or services produced
or sold in emerging market
countries.
? Of companies organized and
with a principal office in an
emerging market country.

How the
adviser
selects the
fund's
investments

In allocating the fund's assets
among emerging market countries,
the adviser uses a proprietary
database to screen for countries
that meet the following
standards:
? Suitable safe custody of
assets and freedom of capital
movement.
? A higher than average
number of undervalued stocks.
? A favorable domestic
liquidity environment.
? A reasonably liquid and
diverse stock market.
A good or improving fiscal
balance.
An undervalued or fairly valued
exchange rate, combined with
sustainable trade and current
account balances.

In selecting individual emerging
market stocks, the adviser looks
for companies with:
? Current or potential high
and stable cash generation.
? Strong, liquid balance
sheets.
? Asset valuations
(including debt) significantly
below replacement cost, or below
the average for its sector on a
global basis.
? Low buy-out multiples.
? Low price to franchise
value in the case of banks,
combined with a high return on
equity.

Principal
investment
risks

An
investment
in the fund
is not a
bank deposit
and is not
insured or
guaranteed
by the
Federal
Deposit
Insurance
Corporation
or any other
government
agency.

Investors could lose money on
their investments in the fund or
the fund may not perform as well
as other investments if any of
the following occurs:
? Foreign or emerging market
stock prices go down generally.
? Changes in foreign
currency rates depress the value
of the fund's investments.
? An adverse event, such as
an unfavorable earnings report,
depresses the value of a
particular company's stock.
? The adviser's judgment
about country allocations or the
attractiveness, value or
potential appreciation of a
particular stock proves to be
incorrect.

Emerging market countries and
stocks present the following
special risks:
? Greater likelihood of
economic, political or social
instability.
? More volatile stock
markets.
? The contagious effect of
market or economic setbacks in
one country on other emerging
market countries.
? Possible governmental
restrictions on currency
conversions or trading.
? Difficulty in accurately
valuing emerging market stocks
or selling them at their fair
value, especially in down
markets.
? Availability of less
information about emerging
market companies because of less
rigorous accounting and
regulatory standards.

RISK/RETURN SUMMARY

Total return

Quarterly
returns

This bar chart indicates the
risks of investing in the fund by
showing changes in the fund's
performance from year to year.
Past performance does not
necessarily indicate how the fund
will perform in the future.

Highest: xx% in ___ quarter 199X
Lowest: xx% in ___ quarter 199X

The table below indicates the
risks of investing in the fund by
comparing the fund's average
annual total returns for the
periods shown to those of the
International Finance Corporation
Global Composite Index, an
unmanaged index of stocks traded
in 27 different countries.

Average annual total returns
Periods ended December 31, 1998

1 Year

Life of Fund
(began 10/4/95)

Pictet Global Emerging Markets Fund

xx.xx%

IFC Global Composite Index

xx.xx%

Fees and
expenses

This table
describes
the fees and
expenses
that you may
pay if you
buy and hold
shares of
the fund.

For year ended 12/31/98

Shareholder fees
(paid directly from your investment)

None

Annual fund operating expenses before
expense limitation (deducted from fund
assets)1

Advisory fees

1.25%

Other expenses

0.61%

Total annual fund operating expenses

1.84%

1 After expense limitation, expenses were

Advisory fees

1.11%

Other expenses

0.59%

Total annual fund operating expenses

1.70%

This example
is intended
to help you
compare the
cost of
investing in
the fund
with the
cost of
investing in
other mutual
funds.

The example assumes that:
? You invest $10,000 in the fund for
the time periods indicated.
? Your investment has a 5% return
each year.
? The fund's operating expenses
remain the same.
? You redeem your investment at the
end of each period.

Although your actual costs may be
higher or lower, under these
assumptions your costs would be:

1 year

3
years

5 years

10 years

$xxx

$x,xxx

THE FUND'S INVESTMENTS

Depositary
receipts

Depositary receipts are
securities issued by banks and
other financial institutions
that represent interests in the
stocks of foreign companies.
They include

American Depositary Receipts,
European Depositary Receipts,
Global Depositary Receipts and
Russian Depositary Certificates.

Debt
securities

The fund may invest up to 35% of
its assets in investment grade
debt securities of U.S. and
foreign corporate and
governmental issuers. These may
include all types of debt
securities of any maturity or
duration.

The value of debt securities
will go down if interest rates
go up, or the issuer of the
security has its credit rating
downgraded or defaults on its
obligation to pay principal or
interest.

Securities are investment grade
if they:
? Are rated in one of the
top four long-term rating
categories of a nationally
recognized statistical rating
organization.
? Have received a comparable
short-term or other rating.
? Are unrated securities
that the adviser believes to be
of comparable quality.

The fund's credit standards also
apply to counterparties to OTC
derivative contracts.

Defensive
investments

The fund may depart from its
principal investment strategies
in response to adverse market
conditions by taking temporary
defensive positions in all

types of money market and short-
term debt securities. If the
fund takes a temporary defensive
position, it may be unable to
achieve its investment goal.

Derivatives
and hedging
techniques

The fund may, but is not
required to, use derivative
contracts for any of the
following purposes:
? To hedge against the
economic impact of adverse
changes in the market value of
its securities, because of
changes in stock market prices
or currency exchange rates.
? As a substitute for buying
or selling securities or
currencies.

Even a small investment in
derivative contracts can have a
big impact on the fund's stock
market or currency exposure.
Therefore, using derivatives can
disproportionately increase
losses and reduce opportunities
for gains when stock prices or
currency rates are changing.

Portfolio
turnover

The fund may engage in active
and frequent trading. This may
lead to the realization and
distribution to share-holders of
higher capital gains, which

would increase their tax
liability. Frequent trading
also increases transaction
costs, which could detract from
the fund's performance.

The fund's
investment
goal

The fund's board of trustees may
change the fund's investment
goal without obtaining the
approval of the fund's

shareholders. The fund might
not succeed in achieving its
goal.

INVESTMENT ADVISER

The fund's
investment
adviser is
Pictet
Internationa
l Management
Limited.

The adviser provides investment
advice and portfolio management
services to the fund. Under the
supervision of the fund's board
of trustees, the adviser makes
the fund's day-to-day investment
decisions, arranges for the
execution of portfolio
transactions and makes available
the research services of its
portfolio managers and security
analysts.

During the year ended December
31, 1998, the fund paid the
adviser an advisory fee equal to
____% of the fund's average
daily net assets. The adviser
has agreed to cap the fund's
total annual operating expenses
at no more than 1.70% annually
of the fund's average daily net
assets. This cap does not apply
to brokerage commissions, taxes,
interest and litigation,
indemni-fication and other
extraordinary expenses. This
expense cap can be revoked at
any time.

Established in 1980, the adviser
currently manages approximately
$[5] billion of assets for more
than 50 accounts. The adviser
focuses on managing
international fixed income and
equity portfolios for U.S. and
international institutional
clients. Its address is Cutlers
Gardens, 5 Devonshire Square,
London, United Kingdom EC2M 4WB.
The adviser is both registered
as a U.S. investment adviser and
regulated in the United Kingdom
by the Investment Management
Regulatory Organisation.

The adviser is an affiliate of
Pictet & Cie, a Swiss private
bank that was founded in 1805.
As of December 31, 1998, Pictet
& Cie managed over $[52] billion
of assets for institutional and
private clients. Pictet & Cie
is owned by eight partners.

The fund's
portfolio
managers

Names of managers

Positions during last five years

Douglas Polunin
(since 1989)

Senior investment manager of the adviser,
with responsibility for emerging market
investments.

Richard Ormond
(since 1990)

Senior investment manager of the adviser,
on the emerging markets team. He focuses
mainly on the Indian subcontinent, the
Middle East and Africa.

Julian Garel-Jones
(since 1996)

Senior investment manager of the adviser,
on the emerging markets team, with special
responsibility for Latin America. Before
joining the adviser in 1996, a Latin
American fund manager for the Rothschild
Group in London.

Jura Ostrowsky
(since 1994)

Senior investment manager of the adviser,
on the emerging markets team, with special
responsibility for Russia and the former
Soviet Union republics. Before joining the
adviser in 1994, a research analyst for UBS
in Switzerland.

Paul Parsons
(since 1995)

Senior investment manager of the adviser,
on the emerging markets team, with special
responsibility for Asia equities. Before
joining the adviser in January 1995, an
Asia fund portfolio manager for Invesco
MIM.

INVESTMENT AND ACCOUNT POLICIES

Calculation
of net asset
value

The fund calculates its net
asset value per share (NAV) at
the close of regular trading on
the New York Stock Exchange
(normally 4:00 p.m. Eastern
time) on each business day. A
business day is a weekday when
the adviser, the exchange and
the Federal Reserve Bank of New
York are all open for business.
If the New York Stock Exchange
closes early, the time for
calculating NAV and the
deadlines for share transactions
will be accelerated to the
earlier closing times.

The fund generally values its
fund securities based on market
prices or quotations. The
fund's currency conversions are
done when the London Stock
Exchange closes, which is
12:00 noon Eastern time.

When market prices are not
available, or when the adviser
believes that they are
unreliable or that the value of
securities has been materially
affected by events occurring
after a foreign exchange closes,
the fund may price those
securities at fair value. Fair
value is determined in
accordance with procedures
approved by the fund's board. A
fund that uses fair value to
price securities may value those
securities higher or lower than
another fund using market
quotations to price the same
securities.

International markets may be
open on days when U.S. markets
are closed. The value of
foreign securities owned by the
fund could change on days when
investors cannot buy or redeem
shares.

Purchasing
fund shares

The adviser, its affiliates or
other institutions
(collectively, "institutions")
may buy shares of the fund
without a sales charge. Any
other person who wants to buy
fund shares should contact an
institution. Institutions are
responsible for transmitting
orders promptly to the fund's
transfer agent.

Investment Minimums

Initial purchase
Additional purchases

$100,000
$10,000

Fund officers have discretion to
waive or reduce any of the above
minimum investment requirements.

Purchase
orders and
payments

A purchase order will be filled
at the fund's NAV next
calculated after the order has
been received in proper form by
the fund's transfer agent,
Investors Services Group.
Institutions must send payment
for fund shares in federal funds
to the transfer agent by 12:00
noon Eastern time on the next
business day.

Institutions and other investors
should contact the adviser for
information about:
? Purchase and wire payment
procedures.
? Purchasing fund shares
through in-kind exchanges of
securities.

The fund and its distributor
reserve the right to suspend the
offering of fund shares or to
reject any purchase order.

Telephone
transactions

The fund and its transfer agent
have procedures designed to
verify that telephone
instructions are genuine. If
they

follow these procedures, they
will not be liable for any
losses caused by acting on
unauthorized telephone
instructions.

Year 2000

The fund's securities trades, pricing and accounting services and
other operations could be disrupted if the computer systems of the
fund's adviser, distributor, custodian or transfer agent were
unable to recognize dates after 1999. The adviser and other
service providers have told the fund that they are taking action
to prevent, and do not expect the fund to suffer from, significant
year 2000 problems. In addition, the companies in which the fund
invests may have year 2000 problems. The value of their
securities could go down if they cannot fix these problems in time
or if fixing these problems is very expensive.

INVESTMENT AND ACCOUNT POLICIES

Exchanges
between
Pictet funds

You may exchange shares of the
fund for shares of any other
Pictet fund at the NAV of the
funds next determined after
receipt of your exchange
request. Both accounts must
have identical registrations.
Exchanges must meet the
applicable minimum initial
investment requirements for the
acquired fund. A shareholder
may exchange into another fund
only if its shares may legally
be sold in the shareholder's
home state.

To protect other shareholders of
the fund, the fund may cancel
the exchange privileges of any
person that, in the opinion of
the fund, is using market timing
strategies. The fund may also
close the accounts of
shareholders whose exchange
privilege has been cancelled.
The fund's trustees may change
or terminate the exchange
privilege on 60 days' advance
notice to shareholders.

Redeeming
fund shares

A shareholder may redeem shares
of the fund on any business day
at the NAV next calculated after
the transfer agent receives the
redemption request in proper
form. Institutions are
responsible for promptly
transmitting redemption orders
to the fund's transfer agent.

Redemption proceeds are usually
sent by wire on the business day
after the effective date of a
redemption. Under

unusual circumstances, the fund
may suspend redemptions, if
allowed by the SEC, or postpone
payment up to seven days.

The fund may also pay redemption
proceeds in kind by giving
securities to redeeming
shareholders. Shareholders may
pay transaction costs to dispose
of these securities.

Closing
sub-minimum
accounts

The fund may close a
shareholder's account if, for
reasons other than investment
losses, the value of shares in
the account falls below
$100,000. After the

fund notifies a shareholder of
the fund's intention to close
the account, the shareholder
will have 30 days to bring the
account back to the minimum
level.

Dividends,
distribution
s
and taxes

Redemptions and exchanges of fund shares are taxable events on
which shareholders may recognize a gain or loss. Dividends and
distributions are also taxable, as described in the chart below,
whether they are received in additional shares or cash. The fund
declares and pays dividends and distributions according to the
following schedule.

Dividends
are paid in
additional
shares of
the fund.

Type of
Distribution

Declare
d
and
Paid

Federal
Tax Status

Dividends from net investment
income

Annually

Taxable as ordinary income

Distributions of short term
capital gain

Annually

Taxable as ordinary income

Distributions of long term
capital gain

Annually

Taxable as capital gain

Investors should generally avoid
investing in the fund shortly
before an expected dividend or
distribution. Otherwise, they
may pay taxes on dividends or
distributions that are
economically equivalent to a
partial return of their
investment. Shareholders should
consult their tax advisers about
particular federal, state, local
and other taxes that may apply
to them.

Every January, the fund will
send shareholders information
about the fund's dividends and
distributions during the
previous calendar year. Most of
the fund's distributions are
expected to be capital gains.
If a shareholder does not
provide the fund with a correct
taxpayer identification number
and required certifications, it
may be subject to federal backup
withholding tax.

FINANCIAL HIGHLIGHTS

FOR MORE INFORMATION

For investors who want more information
about Pictet Global Emerging Markets
Fund, the following documents are
available free upon request.

Annual/Semiannual Reports Additional
information about the fund's investments
is available in the fund's annual and
semiannual reports to shareholders. The
fund's annual report contains a
discussion of the market conditions and
investment strategies that significantly
affected the fund's performance during
its last fiscal year.

Statement of Additional Information (SAI)
The SAI provides more detailed
information about the fund and is
incorporated into this prospectus by
reference.

Investment Company Act file no. 811-9050

Investors can get free copies of reports
and SAIs, request other information and
discuss their questions about the fund by
contacting the fund at:

Pictet Global Emerging Markets Fund
c/o First Data Distributors, Inc.
4400 Computer Drive
Westborough, MA 01581
Telephone: 1-800-___-____
[E-mail: xxxxxxxx@__________.com
Internet: http://www.__________.com]

Investors can review the fund's reports
and SAIs at the Public Reference Room of
the Securities and Exchange Commission.
Investors can get text-only copies:

For a fee, by writing to the Public
Reference Room of the Commission,
Washington, D.C. 20549-6009
Free from the Commission's Internet
website at http://www.sec.gov.

Investors can get information about the
operation of the Public Reference Room by
calling 1-800-SEC-0330.

INVESTMENT ADVISER
Pictet International
Management Limited
Toll-free: 1-800-___-
____

ADMINISTRATOR
First Data Investor
Services Group, Inc.

TRANSFER AGENT
First Data Investor
Services Group, Inc.
Toll-free: 1-800-___-
____

LEGAL COUNSEL
Hale and Dorr LLP

INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP

CUSTODIAN
Brown Brothers
Harriman & Co.

PICTET INTERNATIONAL
SMALL COMPANIES FUND

LOGO:
Left-facing
heraldic lion

PICTET

1 8 0 5

PROSPECTUS
APRIL 30, 1999

The Securities and Exchange Commission has not approved
or disapproved these securities or determined whether
this prospectus is accurate or complete. Any statement
to the contrary is a crime.

TABLE OF CONTENTS

RISK/RETURN SUMMARY

4
Investment goal

4
Principal investments and strategies

4
Principal investment risks

4
Total return

5
Fees and expenses

5
THE FUND'S INVESTMENTS

6
INVESTMENT ADVISER

7
INVESTMENT AND ACCOUNT POLICIES

8
Calculation of net asset value

8
Purchasing fund shares

8
Year 2000

8
Exchanging between Pictet funds

9
Redeeming fund shares

9
Dividends, distributions and taxes

9
FINANCIAL HIGHLIGHTS

10
FOR MORE INFORMATION
back
cover

RISK/RETURN SUMMARY

Investment
goal
Long term growth of capital.

Principal
investments
and
strategies
The fund invests primarily in
equity securities of companies
with small market
capitalizations located outside
the United States. The fund may
invest up to 35% of
its assets in medium and large
capitalization companies. The
fund normally invests in at
least three countries other than
the U.S.
Emerging
market
equities
Equity securities include common
and preferred stocks, investment
company shares, convertible debt
securities, warrants,
subscription rights, interests
in government owned or
controlled enterprises and
depositary receipts for foreign
stocks.

The fund considers companies to
be small cap companies if they
are in the same size
range as the bottom 20% of U.S.
publicly traded companies, as
measured by their market
capitalizations. These small
cap companies usually have
individual market
capitalizations of $1 billion or
less, but may be larger.
Foreign small cap companies may
rank above the bottom 20% or
even among the largest
capitalization companies in
their own countries' markets.
How the
adviser
selects the
fund's
investments
In allocating the fund's assets
among countries, regions and
currencies, the adviser uses a
"top-down" approach. This
involves using a proprietary,
quantitative model to evaluate
more than 40 countries based on
such factors as:
? Economic trends, including
the direction of interest rates
and industrial production
capacity constraints.
? Equity and fixed income
market valuations.
? Current market liquidity.
In selecting individual stocks,
the adviser uses a "bottom-up"
approach that focuses on
evaluating individual small cap
companies. The adviser has
access to information on
approximately 8,000 companies
and maintains a proprietary
database on a further 800
companies. The adviser looks
for high quality, growth-
oriented companies with the
following characteristics:
? Reasonable valuations and
relatively inexpensive stock
prices.
? Strong balance sheets and
surplus net income.
? Profitability ratios that
are above-average for a
company's market or sector.
Principal
investment
risks

An
investment
in the fund
is not a
bank deposit
and is not
insured or
guaranteed
by the
Federal
Deposit
Insurance
Corporation
or any other
government
agency.
Investors could lose money on
their investments in the fund or
the fund may not perform as well
as other investments if any of
the following occurs:
? Foreign stock prices go
down generally.
? An adverse event, such as
an unfavorable earnings report,
depresses the value of a
particular company's stock.
? The adviser's judgment
about country allocations or the
attractiveness, value or
potential appreciation of a
particular stock proves to be
incorrect.

Investing in small cap foreign
companies involves special
risks, which are more severe in
certain emerging market
countries.
? There may be unfavorable
foreign government actions,
political or
economic instability or less
accurate information about
foreign companies.
? A decline in the value of
foreign currencies relative to
the U.S. dollar will reduce the
value of securities denominated
in those currencies.
? Small cap companies may
have limited product lines,
markets and financial resources.
They may have shorter operating
histories and more volatile
businesses.
? The prices of foreign
small cap stocks tend to be more
volatile than the prices of
other stocks.
? The stock market may
temporarily favor large cap over
small cap stocks.
? Foreign securities and
small cap stocks are sometimes
less liquid and harder to value
than securities of U.S. issuers
or large cap stocks.
RISK/RETURN SUMMARY

Total return

Quarterly
returns
This bar chart indicates the risks
of investing in the fund by
showing changes in the fund's
performance from year to year.
Past performance does not
necessarily indicate how the fund
will perform in the future.

Highest: xx% in ___ quarter 199X
Lowest: xx% in ___ quarter 199X

The table below indicates the
risks of investing in the fund by
comparing the fund's average
annual total returns for the
periods shown to those of two
unmanaged indices of small and
medium cap stocks of non-U.S.
companies.

Average annual total returns
Periods ended December 31, 1998

1 Year

Life of Fund
(began 2/7/96)

Pictet International Small Companies Fund
xx.xx%

xx.xx%

HSBC James Capel World (ex-US.)
Small Companies Index
xx.xx%

xx.xx%

Financial Times/S&P World (ex-US.)
Medium-Small Cap Index
xx.xx%

xx.xx%

Fees and
expenses

This table
describes the
fees and
expenses that
you may pay
if you buy
and hold
shares of the
fund.
For year ended 12/31/98

Shareholder fees
(paid directly from your investment)

None

Annual fund operating expenses before
expense limitation (deducted from fund
assets)1

Advisory fees
1.00%

Other expenses
x.xx%

Total annual fund operating expenses
x.xx%

1 After expense limitation, expenses were

Advisory fees
x.xx%

Other expenses
x.xx%

Total annual fund operating expenses
1.20%

This example
is intended
to help you
compare the
cost of
investing in
the fund with
the cost of
investing in
other mutual
funds.
The example assumes that:
? You invest $10,000 in the fund for
the time periods indicated.
? Your investment has a 5% return
each year.
? The fund's operating expenses
remain the same.
? You redeem your investment at the
end of each period.
Although your actual costs may be
higher or lower, under these
assumptions your costs would be:

1 year
3 years
5 years
10 years

$xxx
$xxx
$xxx
$x,xxx

THE FUND'S INVESTMENTS

Depositary
receipts
Depositary receipts are securities
issued by banks and other financial
institutions that represent interests in
the stocks of foreign companies. They
include
American Depositary Receipts, European
Depositary Receipts, Global Depositary
Receipts and Russian Depositary
Certificates.
Debt securities
The fund may invest up to 35% of its
assets in investment grade debt
securities of U.S. and foreign corporate
and governmental issuers. These may
include all types of debt securities of
any maturity or duration.

The value of debt securities will go
down if interest rates go up, or the
issuer of the security has its credit
rating downgraded or defaults on its
obligation to pay principal or interest.
Securities are investment grade if they:
? Are rated in one of the top four
long-term rating categories of a
nationally recognized statistical rating
organization.
? Have received a comparable short-
term or other rating.
? Are unrated securities that the
adviser believes to be of comparable
quality.

The fund's credit standards also apply
to counterparties to OTC derivative
contracts.
Defensive
investments
The fund may depart from its principal
investment strategies in response to
adverse market conditions by taking
temporary defensive positions in all
types of money market and short-term
debt securities. If the fund takes a
temporary defensive position, it may be
unable to achieve its investment goal.
Derivatives
and hedging
techniques
The fund may, but is not required to,
use derivative contracts for any of the
following purposes:
? To hedge against the economic
impact of adverse changes in the market
value of its securities, because of
changes in stock market prices or
currency exchange rates.
? As a substitute for buying or
selling securities or currencies.

Derivative contracts include options and
futures on securities, securities
indices or currencies; options on these
futures; forward currency contracts; and
currency swaps. A derivative contract
will obligate or entitle the fund to
deliver or receive an asset or cash
payment based on the change in value of
one or more securities, currencies or
indices.
Even a small investment in derivative
contracts can have a big impact on the
fund's stock market or currency
exposure. Therefore, using derivatives
can disproportionately increase losses
and reduce opportunities for gains when
stock prices or currency rates are
changing.

The fund may not fully benefit from or
may lose money on derivatives if changes
in their value do not correspond
accurately to changes in the value of
the fund's holdings. The other parties
to over-the-counter derivative contracts
present the same types of default risk
as issuers of fixed income securities.
Derivatives can also make the fund less
liquid and harder to value, especially
in declining markets.
Portfolio
turnover
The fund may engage in active and
frequent trading. This may lead to the
realization and distribution to share-
holders of higher capital gains, which
would increase their tax liability.
Frequent trading also increases
transaction costs, which could detract
from the fund's performance.
The fund's
investment goal
The fund's board of trustees may
change the fund's investment
goal without obtaining the
approval of the fund's
shareholders. The fund might
not succeed in achieving its
goal.

INVESTMENT ADVISER

The fund's
investment
adviser is
Pictet
International
Management
Limited.

During the year ended December
31, 1998, the fund paid the
adviser an advisory fee equal to
____% of the fund's average
daily net assets. The adviser
has agreed to cap the fund's
total annual operating expenses
at no more than 1.20% annually
of the fund's average daily net
assets. This cap does not apply
to brokerage commissions, taxes,
interest and litigation,
indemni-fication and other
extraordinary expenses. This
expense cap can be revoked at
any time.

The fund's
portfolio
managers
Names of managers
Positions during last five years

Michael McLaughlin
(since 1995)
Senior investment manager of the adviser
within the Smaller Companies Team. He is
responsible for the Asia Pacific region.
Prior to joining Pictet, he was the Japanese
investment manager at Provident Mutual.

Nils Francke
(since 1994)
Senior investment manager of the adviser
within the Smaller Companies Team. Prior to
joining Pictet, he worked for M M Warburg
Bank in Hamburg, Salomon Brothers Inc. in
New York and Schroder Munchmeyer Hengst of
Germany.

Robert Treich
(since 1996)
Senior investment manager of the adviser and
head of the Smaller Companies Team. Prior
to joining Pictet, he worked for Richardson
Greenshields of Canada.

Philippe Sarreau
(since 1998)
Senior investment manager of the adviser
within the Smaller Companies Team. Prior to
joining Pictet, he worked at Credit Lyonnais
as a French smaller companies analyst and
later was responsible for the development of
a specialized small cap sales team in
London.

INVESTMENT AND ACCOUNT POLICIES

Calculation
of net asset
value
The fund calculates its net
asset value per share (NAV) at
the close of regular trading on
the New York Stock Exchange
(normally 4:00 p.m. Eastern
time) on each business day. A
business day is a weekday when
the adviser, the exchange and
the Federal Reserve Bank of New
York are all open for business.
If the New York Stock Exchange
closes early, the time for
calculating NAV and the
deadlines for share transactions
will be accelerated to the
earlier closing times.

The fund generally values its
fund securities based on market
prices or quotations. The
fund's currency conversions are
done when the London Stock
Exchange closes, which is
12:00 noon Eastern time.

International markets may be
open on days when U.S. markets
are closed. The value of
foreign securities owned by the
fund could change on days when
investors cannot buy or redeem
shares.

Purchasing
fund shares
The adviser, its affiliates or
other institutions
(collectively, "institutions")
may buy shares of the fund
without a sales charge. Any
other person who wants to buy
fund shares should contact an
institution. Institutions are
responsible for transmitting
orders promptly to the fund's
transfer agent.

Investment Minimums

Initial purchase
Additional purchases
$100,000
$10,000

Fund officers have discretion to
waive or reduce any of the above
minimum investment requirements.

Purchase
orders and
payments
A purchase order will be filled
at the fund's NAV next
calculated after the order has
been received in proper form by
the fund's transfer agent,
Investors Services Group.
Institutions must send payment
for fund shares in federal funds
to the transfer agent by 12:00
noon Eastern time on the next
business day.

Institutions and other investors
should contact the adviser for
information about:
? Purchase and wire payment
procedures.
? Purchasing fund shares
through in-kind exchanges of
securities.

The fund and its distributor
reserve the right to suspend the
offering of fund shares or to
reject any purchase order.

Telephone
transactions
The fund and its transfer agent
have procedures designed to
verify that telephone
instructions are genuine. If
they

follow these procedures, they
will not be liable for any
losses caused by acting on
unauthorized telephone
instructions.

Year 2000
The fund's securities trades, pricing and accounting services and
other operations could be disrupted if the computer systems of the
fund's adviser, distributor, custodian or transfer agent were
unable to recognize dates after 1999. The adviser and other
service providers have told the fund that they are taking action to
prevent, and do not expect the fund to suffer from, significant
year 2000 problems. In addition, the companies in which the fund
invests may have year 2000 problems. The value of their securities
could go down if they cannot fix these problems in time or if
fixing these problems is very expensive.

INVESTMENT AND ACCOUNT POLICIES

Exchanges
between
Pictet funds
You may exchange shares of the
fund for shares of any other
Pictet fund at the NAV of the
funds next determined after
receipt of your exchange
request. Both accounts must
have identical registrations.
Exchanges must meet the
applicable minimum initial
investment requirements for the
acquired fund. A shareholder
may exchange into another fund
only if its shares may legally
be sold in the shareholder's
home state.

Redeeming
fund shares
A shareholder may redeem shares
of the fund on any business day
at the NAV next calculated after
the transfer agent receives the
redemption request in proper
form. Institutions are
responsible for promptly
transmitting redemption orders
to the fund's transfer agent.

Redemption proceeds are usually
sent by wire on the business day
after the effective date of a
redemption. Under

unusual circumstances, the fund
may suspend redemptions, if
allowed by the SEC, or postpone
payment up to seven days.

The fund may also pay redemption
proceeds in kind by giving
securities to redeeming
shareholders. Shareholders may
pay transaction costs to dispose
of these securities.

Closing
sub-minimum
accounts
The fund may close a
shareholder's account if, for
reasons other than investment
losses, the value of shares in
the account falls below
$100,000. After the

fund notifies a shareholder of
the fund's intention to close
the account, the shareholder
will have 30 days to bring the
account back to the minimum
level.

Dividends,
distributions
and taxes
Redemptions and exchanges of fund shares are taxable events on
which shareholders may recognize a gain or loss. Dividends and
distributions are also taxable, as described in the chart below,
whether they are received in additional shares or cash. The fund
declares and pays dividends and distributions according to the
following schedule.

Dividends
are paid in
additional
shares of
the fund.
Type of
Distribution
Declared
and Paid

Federal
Tax Status

Dividends from net investment
income
Annually

Taxable as ordinary income

Distributions of short term
capital gain
Annually

Taxable as ordinary income

Distributions of long term
capital gain
Annually

Taxable as capital gain

FINANCIAL HIGHLIGHTS

FOR MORE INFORMATION

For investors who want more information
about Pictet International Small Companies
Fund, the following documents are available
free upon request.

Annual/Semiannual Reports Additional
information about the fund's investments is
available in the fund's annual and
semiannual reports to shareholders. The
fund's annual report contains a discussion
of the market conditions and investment
strategies that significantly affected the
fund's performance during its last fiscal
year.

Statement of Additional Information (SAI)
The SAI provides more detailed information
about the fund and is incorporated into
this prospectus by reference.

Investment Company Act file no. 811-9050
Investors can get free copies of reports
and SAIs, request other information and
discuss their questions about the fund by
contacting the fund at:

Pictet International Small Companies Fund
c/o First Data Distributors, Inc.
4400 Computer Drive
Westborough, MA 01581
Telephone: 1-800-___-____
[E-mail: xxxxxxxx@__________.com
Internet: http://www.__________.com]

Investors can review the fund's reports and
SAIs at the Public Reference Room of the
Securities and Exchange Commission.
Investors can get text-only copies:

? For a fee, by writing to the Public
Reference Room of the Commission,
Washington, D.C. 20549-6009
? Free from the Commission's Internet
website at http://www.sec.gov.

Investors can get information about the
operation of the Public Reference Room by
calling 1-800-SEC-0330.

INVESTMENT ADVISER
Pictet International
Management Limited
Toll-free: 1-800-___-____
ADMINISTRATOR
First Data Investor
Services Group, Inc.
TRANSFER AGENT
First Data Investor
Services Group, Inc.
Toll-free: 1-800-___-____
LEGAL COUNSEL
Hale and Dorr LLP
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
CUSTODIAN
Brown Brothers
Harriman & Co.

PICTET EASTERN EUROPEAN FUND

LOGO:
Left-facing
heraldic
lion

PICTET

1 8 0 5

PROSPECTUS
APRIL 30, 1999

The Securities and Exchange Commission has not approved
or disapproved these securities or determined whether
this prospectus is accurate or complete. Any statement
to the contrary is a crime.

TABLE OF CONTENTS

RISK/RETURN SUMMARY

Investment goal

Principal investments and strategies

Principal investment risks

Total return

Fees and expenses

THE FUND'S INVESTMENTS

INVESTMENT ADVISER

INVESTMENT AND ACCOUNT POLICIES

Calculation of net asset value

Purchasing fund shares

Year 2000

Exchanging between Pictet funds

Redeeming fund shares

Dividends, distributions and taxes

FINANCIAL HIGHLIGHTS

FOR MORE INFORMATION

back
cover

RISK/RETURN SUMMARY

Investment
goal

Capital appreciation.

Principal
investments
and
strategies

The fund invests primarily in
equity securities of companies
located or conducting a
significant amount of

business in Eastern Europe. The
fund may invest in companies
with small, medium or large
market capitalizations.

Emerging
market
equities

Eastern Europe includes
countries that used to form part
of the Soviet Union, namely the
Commonwealth of Independent
States, the Baltic States,
countries located in the Balkans
and former CEFTA countries. The
fund currently focuses on
companies in Hungary, the Czech
Republic, Poland and Russia. In
the future, the fund may shift
its focus to other Eastern
European countries.

How the
adviser
selects the
fund's
investments

The adviser uses a "bottom-up"
approach in managing the fund's
portfolio. This means that the
particular stocks selected for
the portfolio will determine the
amount of the fund's investment
in each Eastern European
country. However, the adviser
will consider country-specific
risks and the fund's total
exposure to any one country in
deciding whether to invest in
particular companies.

In selecting individual stocks,
the adviser looks for companies
with:

? Strong or strengthening
balance sheets, defined as
improvements in working net
capital over time.
? Strong financial ratios,
such as "current" ratios,
"quick" ratios and net worth.
? Industrial capacity that
is undervalued on an
international basis.
? Ability to generate
substantial excess cash flow
that may be reinvested in the
company or distributed as
dividends to stockholders.
Methods used to value companies
in more developed countries may
not apply to Eastern European
companies.

Principal
investment
risks

An
investment
in the fund
is not a
bank deposit
and is not
insured or
guaranteed
by the
Federal
Deposit
Insurance
Corporation
or any other
government
agency.

Investors could lose money on
their investments in the fund or
the fund may not perform as well
as other investments if any of
the following occurs:
? Foreign or emerging market
stock prices go down generally.
? Changes in foreign
currency rates depress the value
of the fund's investments.
? Negative developments in
Eastern Europe
disproportionately hurt the
companies in the fund's
portfolio.
? An adverse event, such as
an unfavorable earnings report,
depresses the value of a
particular company's stock.
? The adviser's judgment
about country allocations or the
attractiveness, value or
potential appreciation of a
particular stock proves to be
incorrect.

Investments in Eastern European
companies involve the special
risks associated with emerging
market countries. These
include:
? Greater likelihood of
economic, political or social
instability.
? More volatile stock
markets.
? The contagious effect of
market or economic setbacks in
one country on other emerging
market countries.
? Possible governmental
restrictions on currency
conversions or trading.
? Difficulty in accurately
valuing emerging market stocks
or selling them at their fair
value, especially in down
markets.
? Availability of less
information about emerging
market companies because of less
rigorous accounting and
regulatory standards.

RISK/RETURN SUMMARY

Fees and
expenses

This table
describes
the fees and
expenses
that you may
pay if you
buy and hold
shares of
the fund.

For year ended 12/31/98

Shareholder fees (paid directly from your
investment)
Redemption fees for shares held less than
6 months

2.00%

Annual fund operating expenses before
expense limitation (deducted from fund
assets)1

Advisory fees

1.50%

Other expenses

x.xx%

Total annual fund operating expenses

x.xx%

1 After expense limitation, expenses were

Advisory fees

x.xx%

Other expenses

x.xx%

Total annual fund operating expenses

2.00%

This example
is intended
to help you
compare the
cost of
investing in
the fund
with the
cost of
investing in
other mutual
funds.

Although your actual costs may be
higher or lower, under these
assumptions your costs would be:

1 year

3
years

5 years

10 years

$xxx

$x,xxx

THE FUND'S INVESTMENTS

Depositary
receipts

Depositary receipts are
securities issued by banks and
other financial institutions
that represent interests in the
stocks of foreign companies.
They include

American Depositary Receipts,
European Depositary Receipts,
Global Depositary Receipts and
Russian Depositary Certificates.

Debt
securities

The value of debt securities
will go down if interest rates
go up, or the issuer of the
security has its credit rating
downgraded or defaults on its
obligation to pay principal or
interest.

The fund's credit standards also
apply to counterparties to OTC
derivative contracts.

Defensive
investments

The fund may depart from its
principal investment strategies
in response to adverse market
conditions by taking temporary
defensive positions in all

types of money market and short-
term debt securities. If the
fund takes a temporary defensive
position, it may be unable to
achieve its investment goal.

Derivatives
and hedging
techniques

Portfolio
turnover

The fund may engage in active
and frequent trading. This may
lead to the realization and
distribution to share-holders of
higher capital gains, which

would increase their tax
liability. Frequent trading
also increases transaction
costs, which could detract from
the fund's performance.

The fund's
investment
goal

The fund's board of trustees may
change the fund's investment
goal without obtaining the
approval of the fund's

shareholders. The fund might
not succeed in achieving its
goal.

INVESTMENT ADVISER

The fund's
investment
adviser is
Pictet
Internationa
l Management
Limited.

The fund's
portfolio
manager

Name of manager

Positions during last five years

Jura Ostrowsky
(since 1994)

Jack Arnoff
(since 1998)

Investment manager specializing in the
markets of the former Soviet Union and
Eastern Europe. Before joining Pictet in
1998, he was an associate with Schooner
Capital (Boston) working on venture capital
projects in Bulgaria, Romania, Ukraine and
Poland. He has also consulted for
Bulgarian banks on privatization and
financing projects. He completed a Master
of Law degree at Harvard Law School after
graduating in law from Sofia University.

INVESTMENT AND ACCOUNT POLICIES

Calculation
of net asset
value

The fund generally values its
fund securities based on market
prices or quotations. The
fund's currency conversions are
done when the London Stock
Exchange closes, which is
12:00 noon Eastern time.

International markets may be
open on days when U.S. markets
are closed. The value of
foreign securities owned by the
fund could change on days when
investors cannot buy or redeem
shares.

Purchasing
fund shares

Investment Minimums

Initial purchase
Additional purchases

$100,000
$10,000

Fund officers have discretion to
waive or reduce any of the above
minimum investment requirements.

Purchase
orders and
payments

Institutions and other investors
should contact the adviser for
information about:
? Purchase and wire payment
procedures.
? Purchasing fund shares
through in-kind exchanges of
securities.

The fund and its distributor
reserve the right to suspend the
offering of fund shares or to
reject any purchase order.

Telephone
transactions

The fund and its transfer agent
have procedures designed to
verify that telephone
instructions are genuine. If
they

follow these procedures, they
will not be liable for any
losses caused by acting on
unauthorized telephone
instructions.

Year 2000

INVESTMENT AND ACCOUNT POLICIES

Exchanges
between
Pictet funds

Redeeming
fund shares

Redemption proceeds are usually
sent by wire on the business day
after the effective date of a
redemption. Under

unusual circumstances, the fund
may suspend redemptions, if
allowed by the SEC, or postpone
payment up to seven days.

The fund may also pay redemption
proceeds in kind by giving
securities to redeeming
shareholders. Shareholders may
pay transaction costs to dispose
of these securities.

Closing
sub-minimum
accounts

The fund may close a
shareholder's account if, for
reasons other than investment
losses, the value of shares in
the account falls below
$100,000. After the

fund notifies a shareholder of
the fund's intention to close
the account, the shareholder
will have 30 days to bring the
account back to the minimum
level.

Dividends,
distribution
s
and taxes

Dividends
are paid in
additional
shares of
the fund.

Type of
Distribution

Declare
d
and
Paid

Federal
Tax Status

Dividends from net investment
income

Annually

Taxable as ordinary income

Distributions of short term
capital gain

Annually

Taxable as ordinary income

Distributions of long term
capital gain

Annually

Taxable as capital gain

FINANCIAL HIGHLIGHTS

FOR MORE INFORMATION

For investors who want more information
about Pictet Eastern European Fund, the
following documents are available free
upon request.

Statement of Additional Information (SAI)
The SAI provides more detailed
information about the fund and is
incorporated into this prospectus by
reference.

Investment Company Act file no. 811-9050

Investors can get free copies of reports
and SAIs, request other information and
discuss their questions about the fund by
contacting the fund at:

Pictet Eastern European Fund
c/o First Data Distributors, Inc.
4400 Computer Drive
Westborough, MA 01581
Telephone: 1-800-___-____
[E-mail: xxxxxxxx@__________.com
Internet: http://www.__________.com]

Investors can review the fund's reports
and SAIs at the Public Reference Room of
the Securities and Exchange Commission.
Investors can get text-only copies:

For a fee, by writing to the Public
Reference Room of the Commission,
Washington, D.C. 20549-6009
Free from the Commission's Internet
website at http://www.sec.gov.

Investors can get information about the
operation of the Public Reference Room by
calling 1-800-SEC-0330.

INVESTMENT ADVISER
Pictet International
Management Limited
Toll-free: 1-800-___-
____

ADMINISTRATOR
First Data Investor
Services Group, Inc.

TRANSFER AGENT
First Data Investor
Services Group, Inc.
Toll-free: 1-800-___-
____

LEGAL COUNSEL
Hale and Dorr LLP

INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP

CUSTODIAN
Brown Brothers
Harriman & Co.

PICTET GLOBAL EMERGING MARKETS FUND
STATEMENT OF ADDITIONAL INFORMATION
April 30, 1999

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, 1999 (the
"Prospectus"). To obtain the Prospectus, please call the Trust at [(514)
288-0253].

Capitalized terms used in this Statement of Additional Information and
not otherwise defined have the same meanings given to them in the Prospectus.

Table of Contents Page

Investment Objective and Policies.............................................. 2
Risk Factors................................................................... 8
Purchase of Shares............................................................. 10
Redemption of Shares........................................................... 10
Portfolio Turnover............................................................. 11
Investment Limitations......................................................... 11
Management of the Fund......................................................... 13
Investment Advisory and Other Services......................................... 16
Portfolio Transactions......................................................... 16
Additional Information Concerning Taxes........................................ 17
Performance Calculations....................................................... 21
General Information............................................................ 21
Financial Statements........................................................... 23
Appendix A - Description of Ratings and U.S. Government Securities

</TABLE>

<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

The following policies supplement the investment objective and policies
set forth in the Prospectus:

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.

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.

Borowing 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 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.

"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. 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.

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 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.

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.

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.

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.

<PAGE>

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, 1998, 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.

<PAGE>

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 55 Senior Manager of Pictet & Cie.
and Chairman
Pictet & Cie
29, Boulevard Georges-Favon
1204 Geneva
Switzerland

Jean-Francois Demole* , Trustee 37 Partner of Pictet & Cie
Pictet & Cie
29, Boulevard Georges-Favon
1204 Geneva
Switzerland

Jeffrey P. Somers,* Trustee 56 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 54 Chairman of the Board of Wand Partners, Inc.; Director,
Wand Partners, Inc. PennCorp Financial Group, AMRESCO Inc., and Nestor, Inc.
630 Fifth Avenue, Suite 2435
New York, NY 10111

David J. Callard, Trustee 60 President, Wand Partners, Inc.; Director, Chartwell Re
Wand Partners, Inc. Corporation, and Information Management Associates, Inc.
630 Fifth Avenue, Suite 2435
New York, NY 10111

Gail A. Hanson, Secretary 57 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. Previously, she was
Boston, MA 02109 employed as an Associate at Bingham, Dana & Gould prior
to 1994.

William J. Baltrus, Treasurer 31 Director Client Services at First Data Investor Services
Group, Inc. (financial services) from September 1998 to
present. Manager Corporate & Blue Sky Compliance at
First Data Investor Services Group, Inc., formerly FPS
Services, Inc. (financial services) from August 1994 to
September 1998. Corporate Compliance Administrator at
FPS Services, Inc. (financial services) from April 1994
to August 1994. Account Manager at FPS Services, Inc.
(financial services) from July 1991 to April 1994.

</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, 1998. 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.

TOTAL
COMPENSATION
AGGREGATE FROM THE TRUST
NAME OF PERSON AND POSITION COMPENSATION AND COMPLEX PAID
FROM THE TRUST TO TRUSTEES

David J. Callard $10,500 $10,500
Trustee

Jean-Francois Demole $0 $0
Trustee

Jean G. Pilloud $0 $0
Trustee

Bruce W. Schnizter $7,500 $7,500
Trustee

Jeffrey P. Somers $9,500 $9,500
Trustee

</TABLE>

<PAGE>

Control Persons and Principal Holders of Securities

[As of December 31, 1998, the following entities owned 5% or more of
the outstanding shares of the Fund:

Police Officers' Pension System
of the City of Houston.................................... %
602 Sawyer, Suite 640
Houston TX 77007

Mellon Bank Trustee
Dominion Resources Inc. Ret. Plan......................... %
Room 3346
One Mellon Bank Center
Pittsburgh, PA 15258

The Salvation Army Southern Territory......................... %
1424 Northeast Expressway
Atlanta, GA 30329

Mutual Fund Special Custodial Account
FBO Customers of Montgomery Secs.......................... %
600 Montgomery Street, 6th Floor
San Francisco, CA 94111

The Salvation Army Eastern Territory.......................... %
440 West Nyack Road
West Nyack, NY 10994

The Salvation Army Central Territory.......................... %
10 West Algonquin Road
Des Plaines, IL 60016

Banker Trust Company TTEE
First Energy Master Trust................................. %
c/o BTNY Services Inc.
100 Plaza One
Mail Stop 3048
Jersey City, NJ 07311

City of Richmond
Richmond Retirement System................................ %
P.O. Box 10252
Richmond, VA 23240

As of December 31, 1998, the Trustees and officers of the Trust owned
less than 1% of the outstanding shares of the Fund.]

<PAGE>

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, 1998, December 31, 1997 and December 31, 1996, the Fund incurred
$____, $2,569,857 and $1,185,585, respectively, in fees for advisory services.
For the years ended December 31, 1998, December 31, 1997 and December 31, 1996,
the Adviser waived fees and reimbursed expenses in the amounts as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>

Year Year Year
Ended Ended Ended
December December December 31,
31, 1998 31, 1997 1996
Fees waived..................... $ $294,489 $478,599
Expenses reimbursed............. $ $0 $0
</TABLE>

.........The Adviser, located at Cutlers Gardens, 5 Devonshire Square, London,
England EC2M 4WB, 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, 1998, December 31,
1997 and December 31, 1996, the Fund paid $____, $277,468 and $230,789,
respectively, in fees to Investor Services Group for administration services
rendered.

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, 1998,
December 31, 1997 and December 31, 1996 were $____, $1,658,403 and $869,327.02,
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, 1998, the Fund has
[elected to defer capital losses and currency losses occurring between November
1, 1998 and December 31, 1998 of $____ and $____, respectively, under these
rules. Such losses will be treated as arising on the first day of the year
ending December 31, 1999].

.........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.

Description of Shares and Voting Rights

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. 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 four 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.

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 3200 Horizon Drive, King of
Prussia, Pennsylvaina 19406.

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. PricewaterhouseCoopers LLP, 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.

FINANCIAL STATEMENTS

The Trust's annual report for the year ended December 31, 1998
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.

<PAGE>

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.

<PAGE>

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.

<PAGE>

g:\shared\clients\panorama\peas\peano._\sai\inter981.doc

20
g:\shared\clients\panorama\peas\peano._\sai\inter981.doc
PICTET INTERNATIONAL SMALL COMPANIES FUND
STATEMENT OF ADDITIONAL INFORMATION
April 30, 1999

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, 1999 (the
"Prospectus"). To obtain the Prospectus, please call the Trust at [(514)
288-0253].

Capitalized terms used in this Statement of Additional Information and
not otherwise defined have the same meanings given to them in the Prospectus.

Table of Contents Page

Investment Objective and Policies.............................................. 2
Purchase of Shares............................................................. 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....................................................... 17
General Information............................................................ 17
Financial Statements........................................................... 18
Appendix - Description of Ratings and U.S. Government Securities

</TABLE>

<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

The following policies supplement the investment objective and policies
set forth in the Prospectus:

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.

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.

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.

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 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").

"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.

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.

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.

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.
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.

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, 1998, 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

(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;

(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;

(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

MANAGEMENT OF THE FUND

Name, Address and Position Age Principal Occupation During Past Five Years

Jean G. Pilloud*, President 55 Senior Manager of Pictet & Cie.
and Chairman
Pictet & Cie
29, Boulevard Georges-Favon
1204 Geneva
Switzerland

Jean-Francois Demole* , Trustee 37 Partner of Pictet & Cie
Pictet & Cie
29, Boulevard Georges-Favon
1204 Geneva
Switzerland

Compensation Table

TOTAL
COMPENSATION
AGGREGATE FROM THE TRUST
NAME OF PERSON AND POSITION COMPENSATION AND COMPLEX PAID
FROM THE TRUST TO TRUSTEES

David J. Callard $10,500 $10,500
Trustee

Jean-Francois Demole $0 $0
Trustee

Jean G. Pilloud $0 $0
Trustee

Bruce W. Schnizter $7,500 $7,500
Trustee

Jeffrey P. Somers $9,500 $9,500
Trustee
</TABLE>

Control Persons and Principal Holders of Securities

[As of December 31, 1998, the following entities owned 5% or more of
the outstanding shares of the Fund:

Lateen & Co................................................... %
c/o State Street Bank Boston
1001 19th Street North, Suite 1600
Arlington, VA 22209

Banker Trust Company TTEE..................................... %
First Energy Master Trust
c/o BTNY Services Inc.
100 Plaza One
Mail Stop 3048
Jersey City, NJ 07311

Richard T. Peery.............................................. %
2560 Mission College
Blvd #101
Santa Clara, CA 95054

Walter Meranze................................................ %
c/o Prudential; Securities Inc.
610 Old York Road #400
Jenkintown, PA 19046

Bessemer Trust Company........................................ %
Attention Carl Schutt
100 Woodbridge Center Drive
Woodbridge, NJ 07095

David Snavely................................................. %
6135 Trust Drive
Holland, OH 43528

John Arrilliga................................................ %
2560 Mission College
Blvd #101
Santa Clara, CA 95054

Ellen Ross.................................................... %
3424 Del Monte Drive
Houston, TX 77019

As of December 31, 1998, the Trustees and officers of the Trust owned less than
1% of the outstanding shares of the Fund.]

<PAGE>

INVESTMENT ADVISORY AND OTHER SERVICES

As noted in the Prospectus, the Adviser is entitled to receive a fee
from the Fund for its services calculated daily and payable monthly at the
annual rate of 1.00% of the Fund's average daily net assets. 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 years ended
December 31, 1998, 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> <C>
Year Year Period
Ended Ended Ended
December December December
31, 1998 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 4WB, 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 years ended December 31, 1998, 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 rendered.

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, 1998,
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, 1998, the Fund [has
elected to defer capital losses and currency losses occurring between November
1, 1998 and December 31, 1998 of $____ and $____, respectively, under these
rules. Such losses will be treated as arising on the first day of the year
ending December 31, 1999.

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

T = [( ERV ) - 1]
P

GENERAL INFORMATION

Dividends and Capital Gain Distributions

Description of Shares and Voting Rights

Shareholder inquiries should be addressed to the Trust at the address
or telephone number stated on the cover page.

Administrative and Transfer Agent Services

Investor Services Group is located at 3200 Horizon Drive, King of
Prussia, Pennsylvaina 19406.

Custodian. Brown Brothers Harriman & Co., located at 40 Water Street, Boston,
Massachusetts 02109, serves as the custodian of the Trust's assets.

Counsel. Hale and Dorr LLP serves as counsel to the Trust.

FINANCIAL STATEMENTS

The Trust's annual report for the year ended December 31,
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.

<PAGE>

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.

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.

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.

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.

<PAGE>

G:\SHARED\CLIENTS\PANORAMA\PEAS\1997\SAI\51597ESA.DOC

PICTET EASTERN EUROPEAN FUND
STATEMENT OF ADDITIONAL INFORMATION
April 30, 1999

This Statement of Additional Information is not a prospectus but should
be read in conjunction with Panorama Trust's (the "Trust") Prospectus for Pictet
Eastern European Fund (the "Fund") dated April 30, 1999 (the "Prospectus"). To
obtain the Prospectus, please call the Trust at [514-288-0253].

Capitalized terms used in this Statement of Additional Information and
not otherwise defined have the same meanings given to them in the Prospectus.

Table of Contents Page

Investment Objective and Policies.............................................. 2
Purchase of Shares............................................................. 10
Redemption of Shares........................................................... 11
Investment Limitations......................................................... 11
Management of the Fund......................................................... 12
Investment Advisory and Other Services......................................... 14
Distributor.................................................................... 15
Portfolio Transactions......................................................... 15
Additional Information Concerning Taxes........................................ 15
Performance Calculations....................................................... 19
General Information............................................................ 20
Appendix - Description of Ratings and U.S. Government Securities............... A-1

</TABLE>

<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

The following policies supplement the investment objective and policies
set forth in the Prospectus:

Equity Securities. The Fund invests in equity securities of U.S. and
foreign companies. Equity securities consist of exchange-traded,
over-the-counter ("OTC") and unlisted common and preferred stocks, warrants,
rights, convertible debt securities, trust certificates, limited partnership
interests and equity participations. The prices of the Fund's equity investments
will change in response to stock market movements.

Depositary Receipts. The Fund may purchase American Depositary Receipts
("ADRs"), American Depositary Shares ("ADSs"), European Depositary Receipts
("EDRs"), Global Depositary Receipts ("GDRs") and Global Depositary Shares
("GDSs"), (collectively, "Depositary Receipts"). ADRs and ADSs 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.

Convertible Securities. Convertible securities are fixed-income
securities that may be converted at either a stated price or stated rate into
underlying shares of common stock. Convertible securities have general
characteristics similar to both fixed-income and equity securities. Although to
a lesser extent than with fixed-income securities generally, the market value of
convertible securities tends to decline as interest rates increase and,
conversely, tends to increase as interest rates decline. In addition, because of
the conversion feature, the market value of convertible securities tends to vary
with fluctuations in the market value of the underlying common stocks and,
therefore, also will react to variations in the general market for equity
securities. A unique feature of convertible securities is that as the market
price of the underlying common stock declines, convertible securities tend to
trade increasingly on a yield basis, and so may not experience market value
declines to the same extent as the underlying common stock. When the market
price of the underlying common stock increases, the prices of the convertible
securities tend to rise as a reflection of the value of the underlying common
stock. While no securities investments are without risk, investments in
convertible securities generally entail less risk than investments in common
stock of the same issuer.

As fixed-income securities, convertible securities are investments that
provide for a stable stream of income with generally higher yields than common
stocks. Of course, like all fixed-income securities, there can be no assurance
of current income because the issuers of the convertible securities may default
on their obligations. Convertible securities, however, generally offer lower
interest or dividend yields than non-convertible securities of similar quality
because of the potential for capital appreciation. A convertible security, in
addition to providing fixed income, offers the potential for capital
appreciation through the conversion feature, which enables the holder to benefit
from increases in the market price of the underlying common stock. There can be
no assurance of capital appreciation, however, because securities prices
fluctuate.

Convertible securities generally are subordinated to other similar but
non-convertible securities of the same issuer, although convertible bonds, as
corporate debt obligations, enjoy seniority in the right of payment to all
equity securities, and convertible preferred stock is senior to common stock, of
the same issuer. Because of the subordination feature, however, convertible
securities typically have lower ratings than similar non-convertible securities.

Debt Securities. Bonds and other debt instruments are used by
issuers to borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity. Some
debt securities, such as zero coupon bonds, do not pay current interest, but are
purchased at a discount from their face values. In general, bond prices rise
when interest rates fall, and vice versa. Debt securities have varying degrees
of quality and varying levels of sensitivity to changes in interest rates.
Longer-term bonds are generally more sensitive to interest rate changes than
short-term bonds.

When-Issued and Forward Commitment Transactions. The Fund may purchase
when-issued securities and enter into other forward commitments to purchase or
sell securities. The value of securities purchased on a when-issued or forward
commitment basis may decline between the purchase date and the settlement date.

Warrants. Because a warrant does not carry with it the right to
dividends or voting rights with respect to the securities that the warrant
holder is entitled to purchase, and because it does not represent any rights to
the assets of the issuer, a warrant may be considered more speculative than
certain other types of investments. In addition, the value of a warrant does not
necessarily change with the value of the underlying securities and a warrant
ceases to have value if it is not exercised prior to its expiration date.

Preferred Stock. Preferred stocks, like debt obligations, are generally
fixed-income securities. Shareholders of preferred stocks normally have the
right to receive dividends at a fixed rate when and as declared by the issuer's
board of directors, but do not participate in other amounts available for
distribution by the issuing corporation. Dividends on the preferred stock may be
cumulative, and all cumulative dividends usually must be paid prior to common
shareholders receiving any dividends. Preferred stock dividends must be paid
before common stock dividends and, for that reason, preferred stocks generally
entail less risk than common stocks. Upon liquidation, preferred stocks are
entitled to a specified liquidation preference, which is generally the same as
the par or stated value, and are senior in right of payment to common stock.
Preferred stocks are, however, equity securities in the sense that they do not
represent a liability of the issuer and, therefore, do not offer as great a
degree of protection of capital or assurance of continued income as investments
in corporate debt securities. In addition, preferred stocks are subordinated in
right of payment to all debt obligations and creditors of the issuer, and
convertible preferred stocks may be subordinated to other preferred stock of the
same issuer.

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.

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.

Because 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.

Brokerage commissions, custodial services, and other services 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 United States, as with any offshore deposits,
may be subject to both sovereign actions in the jurisdiction of the depository
institution and sovereign actions in the jurisdiction of the currency, including
but not limited to freeze, seizure, and diminution. The risk associated with the
repayment of principal and payment of interest on such instruments by the
institution with whom the deposit is ultimately placed will be borne exclusively
by the Fund.

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 its pro rata portion, along with other
shareholders, 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.

Strategic Transactions. The Adviser does not, as a general rule,
intend to regularly enter into strategic transactions for the purpose of
reducing currency and market risk, for two reasons. First, since financial
derivatives in Eastern European markets currently must be tailor-made to the
Fund's specifications, they are extremely costly and illiquid instruments, and
as such do not offer a cost-effective way to reduce currency and market risk.
Second, the Fund is intended for investors with a long-term investment horizon
and it is the Adviser's view that any short-term losses due to fluctuations in
local currencies or stock market values will be compensated over the long term
by the capital appreciation of the portfolio securities. Notwithstanding the
foregoing, the Adviser may, from time to time as circumstances dictate, engage
in strategic transactions as described below.

<PAGE>

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 price 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 does not necessarily mean that
such investments are illiquid.

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. The Board monitors the
liquidity determinations made by the Adviser. In addition, the value of
securities for which no market quotations are readily available (including
restricted securities) is determined by the Board after considering all relevant
information. All liquidity and valuation procedures are reviewed periodically to
ensure their continued appropriateness and adequacy in light of changing
circumstances.

Hedging and Risk Management Practices. In order to hedge against
foreign currency exchange rate risks, the Fund may enter into forward foreign
currency exchange contracts ("forward contracts") and foreign currency futures
contracts, as well as purchase put or call options on foreign currencies, as
described below. The Fund also may conduct its foreign currency exchange
transactions on a spot (i.e., cash) basis at the spot rate prevailing in the
foreign currency exchange market.

The Fund also may purchase other types of options and futures and may,
in the future, write covered options, as described below and in the Prospectus.

Forward Contracts. The Fund may enter into 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.

Futures Contracts and Options on Futures Contracts. To hedge against
movements in interest rates, securities prices or currency exchange rates, the
Fund may purchase and sell various kinds of futures contracts and options on
futures contracts. The Fund also may enter into closing purchase and sale
transactions with respect to any such contracts and options. Futures contracts
may be based on various securities (such as U.S. Government securities),
securities indices, foreign currencies and other financial instruments and
indices.

The Fund will file a notice of eligibility for exclusion from the
definition of the term "commodity pool operator" with the CFTC and the National
Futures Association, which regulate trading in the futures markets, before
engaging in any purchases or sales of futures contracts or options on futures
contracts. Pursuant to Section 4.5 of the regulations under the Commodity
Exchange Act, the notice of eligibility will include the representation that the
Fund would use futures contracts and related options for bona fide hedging
purposes within the meaning of the CFTC regulations, provided that the Fund
might hold positions in futures contracts and related options that do not fall
within the definition of bona fide hedging transactions if the aggregate initial
margin and premiums required to establish such positions would exceed 5% of the
Fund's net assets (after taking into account unrealized profits and unrealized
losses on any such positions) and that in the case of an option that is
in-the-money at the time of purchase, the in-the-money amount might be excluded
from such 5%.

The Fund will attempt to determine whether the price fluctuations in
the futures contracts and options on futures used for hedging purposes are
substantially related to price fluctuations in securities held by the Fund or
which it expects to purchase. The Fund's futures transactions generally will be
entered into only for traditional hedging purposes, i.e., futures contracts will
be sold to protect against a decline in the price of securities or currencies
and will be purchased to protect the Fund against an increase in the price of
securities it intends to purchase (or the currencies in which they are
denominated). All futures contracts entered into by the Fund are traded on U.S.
exchanges or boards of trade licensed and regulated by the CFTC or on foreign
exchanges.

Positions taken in the futures markets are not normally held to
maturity but are instead liquidated through offsetting or "closing" purchase or
sale transactions, which may result in a profit or a loss. While the Fund's
futures contracts on securities or currencies will usually be liquidated in this
manner, the Fund may make or take delivery of the underlying securities or
currencies whenever it appears economically advantageous. A clearing corporation
associated with the exchange on which futures on securities or currencies are
traded guarantees that, if still open, the sale or purchase will be performed on
the settlement date.

By using futures contracts to hedge its positions, the Fund seeks to
establish more certainty then would otherwise be possible with respect to the
effective price, rate of return or currency exchange rate on portfolio
securities or securities that the Fund proposes to acquire. For example, when
interest rates are rising or securities prices are falling, the Fund can seek,
through the sale of futures contracts, to offset a decline in the value of its
current portfolio securities. When rates are falling or prices are rising, the
Fund, through the purchase of futures contracts, can attempt to secure better
rates or prices than might later be available in the market with respect to
anticipated purchases. Similarly, the Fund can sell futures contracts on a
specified currency to protect against a decline in the value of such currency
and its portfolio securities which are denominated in such currency. The Fund
can purchase futures contracts on a foreign currency to fix the price in U.S.
dollars of a security denominated in such currency that the Fund has acquired or
expects to acquire. Loss from investing in futures transactions by the Fund is
potentially unlimited.

As part of its hedging strategy, the Fund also may enter into other
types of financial futures contracts if, in the opinion of the Adviser, there is
a sufficient degree of correlation between price trends for the Fund's portfolio
securities and such futures contracts. Although under some circumstances prices
of securities in the Fund's portfolio may be more or less volatile than prices
of such futures contracts, the Adviser will attempt to estimate the extent of
this difference in volatility based on historical patterns and to compensate for
it by having the Fund enter into a greater or lesser number of futures contracts
or by attempting to achieve only a partial hedge against price changes affecting
the Fund's securities portfolio. When hedging of this character is successful,
any depreciation in the value of portfolio securities can be substantially
offset by appreciation in the value of the futures position. However, any
unanticipated appreciation in the value of the Fund's portfolio securities could
be offset substantially by a decline in the value of the futures position.

The acquisition of put and call options on futures contracts gives the
Fund the right (but not the obligation), for a specified price, to sell or
purchase the underlying futures contract at any time during the option period.
Purchasing an option on a futures contract gives the Fund the benefit of the
futures position if prices move in a favorable direction, and limits its risk of
loss, in the event of an unfavorable price movement, to the loss of the premium
and transaction costs.

The Fund may terminate its position in an option contract by selling an
offsetting option on the same series. There is no guarantee that such a closing
transaction can be effected. The Fund's ability to establish and close out
positions on such options is dependent upon a liquid market.

The Fund will engage in transactions in futures contracts and related
options only to the extent such transactions are consistent with the
requirements of the Internal Revenue Code of 1986, as amended, for maintaining
their qualification as a regulated investment company for Federal income tax
purposes.

Currency Transactions. When the Fund needs to convert assets
denominated in one currency to a different currency, it normally conducts
foreign currency exchange transactions on a spot or cash basis at the prevailing
rate in the currency exchange market. In addition, the Fund may engage in the
following strategic currency transactions: (1) entering into privately traded
forward foreign currency exchange contracts, (2) purchasing and selling exchange
traded currency futures contracts and options on futures and (3) purchasing and
writing exchange traded and OTC options on currency. Forward contracts and
futures contracts create an obligation (and corresponding right) to purchase or
sell a specified currency at an agreed price at a future date. Options on
currency futures give the purchaser the right to assume a position in the
underlying futures contract. Call and put options on currency give the purchaser
the right to purchase or sell a specified currency at a designated exercise
price by exercising the option before it expires.

The Fund will enter into currency contracts for non-speculative
purposes. For example, the Fund may use currency contracts to "lock in" the U.S.
dollar price of a security that the Fund has contracted to purchase or sell. In
addition, the Fund may use contracts involving the sale of currency to hedge
against a decline in the value of portfolio securities denominated in that
currency if the Adviser determines that there is a pattern of correlation
between the two currencies. All forward and futures contracts involving the
purchase of currency and all options written by the Fund will be covered by
maintaining cash or liquid assets in a segregated account.

The Fund's success in using currency contracts will usually depend on
the Adviser's ability to forecast exchange rate movements correctly. If exchange
rates move in an unexpected direction, the Fund may not achieve the intended
benefits of, or may realize losses on, a currency contract.

Options on Securities, Securities Indices and Currencies. The Fund may
purchase put and call options on securities in which it has invested, on foreign
currencies represented in its portfolio and on any securities index based in
whole or in part on securities in which the Fund may invest. The Fund also may
enter into closing sales transactions in order to realize gains or minimize
losses on options it has purchased.

The Fund normally will purchase call options in anticipation of an
increase in the market value of securities of the type in which it may invest or
a positive change in the currency in which such securities are denominated. The
purchase of a call option would entitle the Fund, in return for the premium
paid, to purchase specified securities or a specified amount of a foreign
currency at a specified price during the option period.

The Fund may purchase and sell options traded on U.S. and foreign
exchanges. Although the Fund will generally purchase only those options for
which there appears to be an active secondary market, there can be no assurance
that a liquid secondary market on an exchange will exist for any particular
option or at any particular time. For some options, no secondary market on an
exchange may exist. In such event, it might not be possible to effect closing
transactions in particular options, with the result that the Fund would have to
exercise its options in order to realize any profit and would incur transaction
costs upon the purchase or sale of the underlying securities.

Secondary markets on an exchange may not exist or may not be liquid for
a variety of reasons including: (i) insufficient trading interest in certain
options; (ii) restrictions on opening transactions or closing transactions
imposed by an exchange; (iii) trading halts, suspensions or other restrictions
may be imposed with respect to particular classes or series of options; (iv)
unusual or unforeseen circumstances which interrupt normal operations on an
exchange; (v) inadequate facilities of an exchange or the Options Clearing
Corporation to handle current trading volume at all times; or (vi)
discontinuance in the future by one or more exchanges for economic or other
reasons, of trading of options (or of a particular class or series of options),
in which event the secondary market on that exchange (or in that class or series
of options) would cease to exist, although outstanding options on that exchange
that had been issued by the Options Clearing Corporation as a result of trades
on that exchange would continue to be exercisable in accordance with their
terms.

Although the Fund does not currently intend to do so, it may, in the
future, write (i.e., sell) covered put and call options on securities,
securities indices and currencies in which it may invest. A covered call option
involves the Fund's giving another party, in return for a premium, the right to
buy specified securities owned by the Fund at a specified future date and price
set at the time of the contract. A covered call option serves as a partial hedge
against the price decline of the underlying security. However, by writing a
covered call option, the Fund gives up the opportunity, while the option is in
effect, to realize gain from any price increase (above the option exercise
price) in the underlying security. In addition, the Fund's ability to sell the
underlying security is limited while the option is in effect unless the Fund
effects a closing purchase transaction.

The Fund also may write covered put options that give the holder of the
option the right to sell the underlying security to the Fund at the stated
exercise price. The Fund will receive a premium for writing a put option but
will be obligated for as long as the option is outstanding to purchase the
underlying security at a price that may be higher than the market value of that
security at the time of exercise. In order to "cover" put options it has
written, the Fund will cause its custodian to segregate cash, cash equivalents,
U.S. Government securities or other liquid securities with at least the value of
the exercise price of the put options. In segregating such assets, the custodian
either deposits such assets in a segregated account or separately identifies
such assets and renders them unavailable for investment. The Fund will not write
put options if the aggregate value of the obligations underlying the put options
exceeds 25% of the Fund's total assets.

There is no assurance that higher than anticipated trading activity or
other unforeseen events might not, at times, render certain of the facilities of
the Options Clearing Corporation inadequate, and result in the institution by an
exchange of special procedures that may interfere with the timely execution of
the Fund's orders.

While transactions in forward contracts, options, futures contracts and
options on futures (i.e., "hedging positions") may reduce certain risks, such
transactions themselves entail certain other risks. Thus, while the Fund may
benefit from the use of hedging positions, unanticipated changes in interest
rates, securities prices or currency exchange rates may result in a poorer
overall performance for the Fund than if it had not entered into any hedging
positions. If the correlation between a hedging position and portfolio position
which is intended to be protected is imperfect, the desired protection may not
be obtained, and the Fund may be exposed to risk of financial loss.

Temporary Investments. As determined by the Adviser, for temporary
defensive purposes when market conditions warrant, the Fund may invest up to
100% of its total assets in the following: (1) 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 U.S. or any foreign country; (2) 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; (3) 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 (4) repurchase agreements with banks and
broker-dealers with respect to such securities.

The securities held subject to a repurchase agreement may have stated
maturities exceeding 13 months, but the Adviser currently expects that
repurchase agreements will mature in less than 13 months. The seller under a
repurchase agreement will be required to maintain the value of the securities
subject to the agreement at not less than 101% of the repurchase price including
accrued interest. The Fund's administrator and the Adviser will mark to market
daily the value of the securities purchased, and the Adviser will, if necessary,
require the seller to deposit additional securities to ensure that the value is
in compliance with the 101% requirement stated above. The Adviser will consider
the creditworthiness of a seller in determining whether the Fund should enter
into a repurchase agreement, and the Fund will only enter into repurchase
agreements with banks and dealers which are determined to present minimal credit
risk by the Adviser under procedures adopted by the Board of Trustees.

The use of repurchase agreements involves certain risks. For example,
if the seller of a repurchase agreement defaults on its obligation to repurchase
the underlying securities at a time when the value of these securities has
declined, the Fund may incur a loss upon disposition of them. Default by the
seller would also expose the Fund to possible loss because of delays in
connection with the disposition of the underlying obligations. If the seller of
an agreement becomes insolvent and subject to liquidation or reorganization
under the Bankruptcy Code or other laws, a bankruptcy court may determine that
the underlying securities are collateral not within the control of the Fund and
therefore subject to sale by the trustee in bankruptcy. Further, it is possible
that the Fund may not be able to substantiate its interest in the underlying
securities.

Repurchase agreements that do not provide for payment to the Fund
within seven days after notice without taking a reduced price are considered
illiquid securities.

Borrowing and Reverse Repurchase Agreements. The Fund may borrow
money from banks or through reverse repurchase agreements solely for temporary
or emergency (and not for leverage) purposes. The aggregate amount of such
borrowings and reverse repurchase agreements may not exceed one-third of the
Fund's total assets. 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 an amount equal to 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.

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. The Fund may purchase securities of issuers located
in any foreign country, consistent with its investment objective. Investing in
securities issued by companies and governments of foreign nations 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, non-negotiable
commission rates on foreign portfolio transactions, longer settlement periods,
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 to those applicable to U.S. companies.
Further, the Fund may encounter difficulties or be unable to pursue legal
remedies and obtain judgments in foreign courts.

These risks are often heightened for investments in certain Eastern
European countries as well as other developing or emerging markets, 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.

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 and are dependent on foreign economic assistance. Trading in
debt obligations issued or guaranteed by such governments or their agencies and
instrumentalities involves a high degree of risk.

For more information regarding Risk Factors see Appendix.

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 minimum for initial and subsequent
investments from time to time.

At the Fund's discretion, shares of the 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
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.

If a shareholder redeems shares of the Fund which have been held less
than six months (including shares to be exchanged), the Fund will deduct from
the proceeds a redemption charge of 2% of the amount of the redemption. This
amount is retained by the Fund to offset the Fund's costs of purchasing and
selling securities. 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 period
April 2, 1998 (commencement of operations) through December 31, 1998, the
portfolio turnover rate was __%.

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
financial and currency futures contracts, options on futures
contracts, options on securities, indices and currency,
forward contracts, swaps and other financial or currency
derivative contracts;

(3) make loans except (i) by purchasing bonds, debentures or
similar obligations (including repurchase agreements and money
market instruments, such as bankers acceptances and commercial
paper, and selling securities on a when issued, delayed
settlement or forward delivery basis) which are publicly or
privately distributed, (ii) by entering into repurchase
agreements and (iii) through the lending of its portfolio
securities;

(4) purchase on margin or sell short except as permitted by the 1940 Act;

(5) with respect to 75% of its total assets, at the time of
purchase invest more than 5% of its total assets or purchase
more than 10% of the outstanding voting securities of the
securities of any single issuer (other than obligations issued
or guaranteed by the U.S. Government, its agencies,
enterprises or instrumentalities);

(6) 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 (7) below and
may enter into reverse repurchase agreements;

(7) borrow money, except that the Fund may borrow money as a
temporary measure for extraordinary or emergency purposes and
may enter into reverse repurchase agreements in an amount not
exceeding 331/3% of its total assets at the time of the
borrowing;

(8) underwrite the securities of other issuers, except to the
extent that the purchase and subsequent disposition of
securities may be deemed underwriting;

(9) 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; other than obligations issued
or guaranteed by the U.S.
Government, its agencies, enterprises or instrumentalities.

In addition, as non-fundamental policies, the Fund will not invest more
than 15% of its net assets, at the time of purchase, in illiquid securities,
including repurchase agreements which have maturities of more than seven days;
the Fund will not make additional investments while borrowings representing more
than 5% of the Fund's total assets are outstanding; and the Fund will not invest
for the purpose of exercising control over management of any company.

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 7
above must be reduced to meet such limitation within the period required by the
1940 Act (currently three days, not including Sundays and holidays).

MANAGEMENT OF THE FUND

<PAGE>

Name, Address and Position Age Principal Occupation During Past Five Years

Jean G. Pilloud*, President 55 Senior Manager of Pictet & Cie.
and Chairman
Pictet & Cie
29, Boulevard Georges-Favon
1204 Geneva
Switzerland

Jean-Francois Demole* , Trustee 37 Partner of Pictet & Cie
Pictet & Cie
29, Boulevard Georges-Favon
1204 Geneva
Switzerland

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
for the Trust for the fiscal year ended December 31, 1998. 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.

TOTAL
COMPENSATION
AGGREGATE FROM THE TRUST
NAME OF PERSON AND POSITION COMPENSATION AND COMPLEX PAID
FROM THE TRUST TO TRUSTEES

David J. Callard $10,500 $10,500
Trustee

Jean-Francois Demole $0 $0
Trustee

Jean G. Pilloud $0 $0
Trustee

Bruce W. Schnizter $7,500 $7,500
Trustee

Jeffrey P. Somers $9,500 $9,500
Trustee

</TABLE>
Control Persons and Principal Holders of Securities

[As of December 31, 1998, the following entities owned 5% or more of
the outstanding shares of the Fund:

As of December 31, 1998, the Trustees and officers of the Trust owned less than
1% of the outstanding shares of the Fund.]

INVESTMENT ADVISORY AND OTHER SERVICES

As noted in the Prospectus, the Adviser is entitled to receive a fee
from the Fund for its services, calculated daily and payable monthly, at the
annual rate of 1.50% of the Fund's average daily net assets. Currently, the
Adviser voluntarily has agreed not to impose its fees and to reimburse expenses
as may be necessary to assure that the net operating expenses of the Fund will
not exceed 2.00% of the Fund's average daily net assets. For the period April 2,
1998 (commencement of operations) through December 31, 1998 the Fund incurred
$____ in fees for advisory services. For the period April 2, 1998 through
December 31, 1998, the Adviser waived fees and reimbursed expenses in the
amounts as follows:

Period Ended
December 31,
1998
Fees waived..................... $
Expenses reimbursed............. $

The Adviser, located at Cutlers Garden, 5 Devonshire Square, London,
England EC2M 4WB, 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 period April 2, 1998 (commencement of
operations) through December 31, 1998, the Fund paid $____ in fees to Investor
Services Group for administration services rendered.

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 Adviser. 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 period April 2, 1998
(commencement of operations) through December 31, 1998 were $____. None of these
commissions were paid to an affiliate.

.........Some securities considered for investment by the Fund may also be
appropriate for other clients of the Adviser. If the purchase or sale of
securities is consistent with the investment policies of the Fund and one or
more of these other clients served by the Adviser and is considered at or about
the same time, transactions in such securities will be allocated among the Fund
and clients in a manner deemed fair and reasonable by the Adviser. While in some
cases this practice could have a detrimental effect on the price, value or
quantity of the security as far as the Fund is concerned, in other cases it is
believed to be beneficial to the Fund.

ADDITIONAL INFORMATION CONCERNING TAXES

.........The Fund is treated as a separate taxable entity under the Internal
Revenue Code of 1986, as amended (the "Code"), and intends to elect to be
treated, and to qualify each year, as a regulated investment company.
Qualification as a regulated investment company under the Code requires, among
other things, that the Fund distribute to its shareholders an amount equal to at
least the sum of 90% of its investment company taxable income and 90% of its
tax-exempt interest income (if any) net of certain deductions for a taxable
year. In addition, the Fund must satisfy certain requirements with respect to
the source of its income for each taxable year. At least 90% of the gross income
of the Fund for a taxable year must be derived from dividends, interest,
payments with respect to securities loans, gains from the sale or other
disposition of stock, securities or foreign currencies, and other income
(including, but not limited to, gains from forward contracts) derived with
respect to its business of investing in such stock, securities or currencies.
The Treasury Department 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.

.........The Fund will not be treated as a regulated investment company under
the Code if 30% or more of its gross income for a taxable year is derived from
gains realized on the sale or other disposition of the following investments
held for less than three months: (1) stock and securities (as defined in section
2(a)(36) of the 1940 Act) and (2) foreign currencies (and forward contracts on
foreign currencies) that are not directly related to the Fund's principal
business of investing in stock and securities. Interest (including original
issue discount and accrued market discount) received by the Fund upon maturity
or disposition of a security held for less than three months will not be treated
as gross income derived from the sale or other disposition of such security
within the meaning of this requirement. However, income which is attributable to
realized market appreciation will be treated as gross income from the sale or
other disposition of securities for this purpose.

.........In order to qualify as a regulated investment company, the Fund must
also diversify its holdings so that, at the close of each quarter of its taxable
year, (i) at least 50% of the market value of its total (gross) assets is
comprised of cash, cash items, United States Government securities, securities
of other regulated investment companies and other securities limited in respect
of any one issuer to an amount not greater in value than 5% of the value of the
Fund's total assets and to not more than 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of its total
assets is invested in the securities of any one issuer (other than United States
Government securities and securities of other regulated investment companies) or
two or more issuers controlled by the Fund and engaged in the same, similar or
related trades or businesses.

.........Any distribution of the excess of net long-term capital gain over net
short-term capital loss and appropriately designated by the Fund is taxable to
shareholders as long-term capital gain, regardless of how long the shareholder
has held the Fund's shares and whether such distribution is received in cash or
additional Fund shares. The Fund will designate such distributions as capital
gain distributions in a written notice mailed to shareholders within 60 days
after the close of the Fund's taxable year. Shareholders should note that, upon
the redemption or other sale of Fund shares, if the shareholder has not held
such shares for tax purposes for more than six months, any loss on the sale of
those shares will be treated as long-term capital loss to the extent of the
capital gain 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.

.........An individual's net long-term capital gains are taxable at a maximum
effective rate of 28%. Ordinary income of individuals is taxable at a maximum
nominal rate of 39.6%, but because of limitations on itemized deductions
otherwise allowable and the phase-out of personal exemptions, the maximum
effective marginal rate of tax for some taxpayers may be higher. For
corporations, long-term and short-term capital gains and ordinary income are
both taxable at a maximum nominal rate of 35% (although surtax provisions apply
at certain income levels to result in higher effective marginal rates).

.........Foreign Taxes. Income (including, in some cases, capital gains)
received from sources within foreign countries may be subject to withholding and
other income or similar taxes imposed by such countries. If more than 50% of the
value of the Fund's total assets at the close of its taxable year consists of
stock or securities of foreign corporations, the Fund will be eligible and may
elect to "pass-through" to its shareholders the amount of foreign income and
other qualified foreign taxes paid by it. If this election is made, each taxable
shareholder will be required to include in gross income (in addition to
dividends and distributions actually received) his pro rata share of the
qualified foreign taxes paid by the Fund, and will be entitled either to deduct
(as an itemized deduction) his pro rata share of foreign taxes in computing his
taxable income or to use it as a foreign tax credit against his U.S. Federal
income tax liability, subject to limitations. No deduction for foreign taxes may
be claimed by a shareholder who does not itemize deductions, but such a
shareholder may be eligible to claim the foreign tax credit (see below). If the
Fund makes this election, each shareholder will be notified within 60 days after
the close of the Fund's taxable year.

.........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 (if available) to mark its PFIC
investments to market or by otherwise managing its PFIC investments. The Fund
will endeavor to limit its exposure to the PFIC tax by any available techniques
or elections. Because it is not always possible to identify a foreign issuer as
a PFIC in advance of making the investment, the Fund may incur the PFIC tax in
some instances.

.........The Fund may recognize income currently each taxable year for Federal
income tax purposes under the Code's original issue discount rules in the amount
of the unpaid, accrued interest with respect to bonds structured as zero coupon
or deferred interest bonds or pay-in-kind securities, even though it receives no
cash interest until the security's maturity or payment date. As discussed above,
in order to qualify for treatment as a regulated investment company, the Fund
must distribute substantially all of its income to shareholders. Thus, the Fund
may have to dispose of its portfolio securities under disadvantageous
circumstances to generate cash or leverage itself by borrowing cash, so that it
may satisfy the distribution requirement.

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, 1998, the Fund has
[elected to defer capital losses and currency losses occurring between November
1, 1998 and December 31, 1998 of $____ and $____, respectively, under these
rules. Such losses will be treated as arising on the first day of the year
ending December 31, 1999].

.........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.

<PAGE>

.........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 is effectively connected will be subject to U.S.
Federal income tax treatment that is different from that described above. These
investors may be subject to nonresident alien withholding tax at the rate of 30%
(or a lower rate under an applicable tax treaty) on amounts treated as ordinary
dividends from the Fund and, unless an effective IRS Form W-8 or authorized
substitute is on file, to 31% backup withholding on certain other payments from
the Fund. Non-U.S. investors should consult their tax advisers regarding such
treatment and the application of foreign taxes to an investment in the Fund.

PERFORMANCE CALCULATIONS

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.

T = [( ERV ) - 1]
P

<PAGE>

GENERAL INFORMATION

Dividends and Capital Gain Distributions

Description of Shares and Voting Rights

Shareholder inquiries should be addressed to the Trust at the address
or telephone number stated on the cover page.

Administrative and Transfer Agent Services

Investor Services Group is located at 3200 Horizon Drive, King of
Prussia, Pennsylvaina 19406.

Custodian. Brown Brothers Harriman & Co., located at 40 Water Street, Boston,
Massachusetts 02109, serves as the custodian of the Trust's assets.

Counsel. Hale and Dorr LLP serves as counsel to the Trust.

FINANCIAL STATEMENTS

<PAGE>

APPENDIX -- DESCRIPTION OF RATINGS AND U.S. GOVERNMENT SECURITIES

I. Description of Commercial Paper Ratings

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.

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:

II. Description of U.S. Government Securities and Certain Other Securities

<PAGE>

C: OTHER INFORMATION

Item 23. Exhibits

Exhibits:

a(1) 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").

a(2) Amendment to the Declaration of Trust dated June 8, 1995 is incorporated by
reference to Post-Effective Amendment No. 3.

a(3) Amendment to the Declaration of Trust dated December 28, 1995 is
incorporated by reference to Post-Effective Amendment No. 3.

a(4) 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").

a(5) Amendment to the Declaration of Trust dated April 17, 1997 is incorporated
by reference to Post-Effective Amendment No. 8 as filed with the Securities and
Exchange Commission April 30, 1998 ("Post-Effective Amendment No. 8").

a(6) Amendment to the Declaration of Trust dated April 17, 1997 is incorporated
by reference to Post-Effective Amendment No. 10.

b By-Laws dated May 23, 1995 is incorporated by reference to Post-Effective
Amendment No. 3.

c Not Applicable.

d(1) 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

d(2) 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.

d(3) Supplement dated March 12, 1997 to the Investment Advisory Agreement with
respect to Pictet Eastern European Fund is incorporated by reference to
Post-Effective Amendment No. 8.

d(4) Supplement to the Investment Advisory Agreement with respect to Pictet
European Equity Fund is incorporated by reference to Post-Effective Amendment
No. 10.

e(1) 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.

e(2) 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.

e(3) Supplement dated March 12, 1997 to the Distribution Agreement with respect
to Pictet Eastern European Fund is incorporated by reference to Post-Effective
Amendment No. 8.

e(4) Supplement to the Distribution Agreement with respect to Pictet European
Equity Fund is incorporated by reference to Post-Effective Amendment No. 10.

f Not Applicable.

g(1) 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.

g(2) 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

g(3) 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.

g(4) Amendment to Custodian Agreement dated September 16, 1997 with respect to
Pictet Eastern European Fund is incorporated by reference to Post-Effective
Amendment No. 8.

g(5) Amendment to Custodian Agreement with respect to Pictet European Equity
Fund is incorporated by reference to Post-Effective Amendment No. 10.

h(1) 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.

h(2) 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.

h(3) Supplement dated March 12, 1997 to the Transfer Agency and Services
Agreement with respect to Pictet Eastern European Fund is incorporated by
reference to Post-Effective Amendment No. 8.

h(4) Supplement to the Transfer Agency and Services Agreement with respect to
Pictet European Equity Fund is incorporated by reference to Post-Effective
Amendment No. 10.

h(5) 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.

h(6) 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.

h(7) Supplement dated March 12, 1997 to the Administration Agreement with
respect to Pictet Eastern European Fund is incorporated by reference to
Post-Effective Amendment No. 8.

h(8) Supplement to the Administration Agreement with respect to Pictet European
Equity Fund is incorporated by reference to Post-Effective Amendment No. 10.

i Not Applicable.

j Consent of Independent Auditors to be filed by subsequent amendment.

k Not Applicable.

l(1) Purchase Agreement dated October 2, 1995 with respect to Pictet Global
Emerging Markets Fund is incorporated by reference to Post-Effective Amendment
No. 3.

l(2) Purchase Agreement dated February 1, 1996 with respect to Pictet
International Small Companies is incorporated by reference to Post-Effective
Amendment No. 4.

l(3) Purchase Agreement dated March 12, 1997 with respect to Pictet Eastern
European Fund is incorporated by reference to Post-Effective Amendment No. 8.

m Not Applicable.

n Financial Data Schedules to be filed by subsequent amendment.

o Not Applicable.

Item 24. Persons Controlled by or Under Common Control with Registrant

Registrant is not controlled by or under common control with any person.

Item 25. 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 26. 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 26 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 27. Principal Underwriters

(a) In addition to Panorama Trust, First Data Distributors, Inc. (the
"Distributor") currently acts as distributor for ABN AMRO Funds, Alleghany
Funds, First Choice Funds Trust, Forward Funds, Inc., Galaxy Fund II, Galaxy VIP
Fund, IAA Trust Asset Allocation Fund, Inc., IAA Trust Growth Fund, Inc., IAA
Trust Tax Exempt Bond Fund, Inc., IAA Trust Taxable Fixed Income Series Fund,
Inc., IBJ Funds Trust, ICM Series Trust, Light Index Fund, Inc., LKCM Funds,
Matthews International Funds, McM Funds, Metropolitan West Funds, BT Insurance
Funds Trust, RWB/WPG U.S. Large Stock Fund, Smith Breeden Series Fund, Smith
Breeden Trust, Stratton Growth Fund, Inc., Stratton Monthly Dividend REIT
Shares, Inc., The Galaxy Fund, The Govett Funds, Inc., The Potomac Funds, The
Sports Funds Trust, The Stratton Funds, Inc., Tomorrow Funds Retirement Trust,
Trainer, Wortham First Mutual Funds, Undiscovered Managers Funds, Weiss, Peck &
Greer Funds Trust, Weiss, Peck & Greer International Fund, Wilshire Target
Funds, Inc., Worldwide Index Funds, WPG Growth Fund, WPG Growth and Income Fund
and WPG Tudor Fund. 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 27 (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).

Item 28. 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.
101 Federal Street
BOS 610
Boston, Massachusetts 02110
(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 29. Management Services

Not Applicable.

Item 30. Undertakings

Not Applicable

<PAGE>

EXHIBIT INDEX

Exhibit
Number Description

g(5) Amendment to Custodian Agreement dated September 16, 1997 with respect to
Pictet European Equity Fund.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, Panorama Trust has duly caused this
Post-Effective Amendment No. 11 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 26th day of February 1999.

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. 11 to the Registration Statement of Panorama Trust
has been signed by the following persons in the capacities and on the dates
indicated:
<TABLE>
<CAPTION>
<S> <C> <C>

Signature Title Date

/s/Jean G. Pilloud Chairman, President February 26, 1999
- ------------------
(Jean G. Pilloud) and Trustee
(principal executive officer)

/s/William J. Baltrus Treasurer February 26, 1999
- ---------------------
(William J. Baltrus) (principal financial and
accounting officer)

/s/Jean-Francois Demole Trustee February 26, 1999
(Jean-Francois Demole)

/s/Jeffrey P. Somers Trustee February 26, 1999
(Jeffrey P. Somers, Esq.)

/s/Bruce W. Schnitzer Trustee February 26, 1999
(Bruce W. Schnitzer)

/s/David J. Callard Trustee February 26, 1999
(David J. Callard)

</TABLE>

<PAGE>

Exhibit g(5)

SUPPLEMENT TO CUSTODIAN AGREEMENT
PANORAMA TRUST

February 3, 1999

Brown Brothers Harriman & Co.
40 Water Street
Boston, Massachusetts 02109

Dear Sirs:

This letter is to confirm that the undersigned, Panorama Trust, a
Massachusetts business trust (the "Trust"), and Brown Brothers Harriman & Co., a
Massachusetts corporation (the "Custodian"), have agreed that the Custodian
Agreement between the Trust and the Custodian dated September 15, 1995 (the
"Agreement"), is herewith amended to provide that the Custodian shall also be
the Custodian for the Pictet European Equity Fund on the terms and conditions
contained in the Agreement and any Amendments to the Agreement. Appendix B 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: /s/Jean G. Pilloud
Authorized Signature

Accepted:

BROWN BROTHERS HARRIMAN & CO.

By: /s/Kristen F. Giarrusso
Authorized Signature

<PAGE>

APPENDIX B
(as revised February 3, 1999)

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 September 15, 1995:

PICTET EASTERN EUROPEAN FUND
PICTET GLOBAL EMERGING MARKETS FUND
PICTET INTERNATIONAL SMALL COMPANIES FUND
PICTET EUROPEAN EQUITY 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.:

/s/Jean G. Pilloud /s/Kristen F. Giarrusso

Name: Jean G. Pilloud Name: Kristen F. Giarrusso

Title: President and Chairman Title: Partner