AMENDMENT NUMBER 2 TO
ADMINISTRATION AGREEMENT
This Amendment Number 2 dated as of August 16, 2000, is entered into by
PICTET FUNDS, f/k/a Panorama Trust, (the "Trust") and PFPC Inc., f/k/a First
Data Investor Services Group ("PFPC").
WHEREAS, the Trust and The Shareholder Services Group, Inc. entered
into an Administration Agreement dated as of October 3, 1995 which agreement was
assigned to First Data Investor Services Group, Inc. (the "Agreement");
WHEREAS, the Agreement was previously amended on September 24, 1999;
WHEREAS, the Trust and PFPC wish to further amend the Agreement to
revise the services provided under the Agreement;
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, hereby agree as follows:
I. All references to "First Data Investor Services Group, Inc." and
"Investor Services Group" are hereby deleted and replaced with "PFPC Inc." and
"PFPC" respectively.
II. All references to "Panorama Trust" are hereby deleted and replaced
with "Pictet Funds".
III. Section 3 of the Agreement "Duties as Administrator" shall be
deleted in its entirety and replaced with the following:
3. Duties as Administrator
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I. ADMINISTRATION SERVICES
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(a) Maintaining office facilities (which may be in the offices of PFPC
or a corporate affiliate) and furnishing corporate officers for the Fund;
(b) Furnishing data processing services, clerical services, and
executive and administrative services and standard stationery and office
supplies;
(c) Performing the following functions:
o Monitoring Expense Accrual Monitoring
o Determining Dividends
o Preparing materials for review by the Board, e.g., Rules 2a-7,10f-3,
17a-7, 17e-1 and 144A
o Creating of expense pro formas for new Portfolios/classes
o Reporting to investment company reporting agencies (i.e., Lipper)
o Monitoring each Portfolio's status as a regulated investment company
under Sub-Chapter M of the Internal Revenue Code of 1986, as amended
o Preparing and filing via XXXXX Rule 24f-2 Notice
(d) Preparing reports to the Fund's Shareholders and the SEC including,
but not necessarily limited to, Annual Reports and Semi-Annual Reports on Form
N-SAR;
(e) Providing shareholder tax information to the Fund's transfer agent;
(f) Assisting the Adviser, at the Adviser's request, in monitoring and
developing compliance procedures for the Fund which will include, among other
matters,
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procedures to assist the Adviser in monitoring compliance with each
Portfolio's investment objective, policies, restrictions, tax matters and
applicable laws and regulations;
(g) Assisting in the determination of the jurisdictions in which the
Trust's shares will be registered or qualified for sale and, in connection
therewith, shall be responsible for the initial registration or qualification of
such shares for sale under the securities laws of any state. Payment of share
registration fees and any fees for qualifying or continuing the qualification of
the fund as a dealer or broker shall be made by the Fund.
(h) Performing corporate secretarial services and regulatory
administration including the following:
o Develop and maintain calendar of annual and quarterly board approvals
and regulatory filings
o Prepare notice, agenda, memoranda, resolutions and background materials
for legal approvals at quarterly board meetings and committee meetings;
attend meetings; make presentations where appropriate; prepare minutes;
follow up on issues
o Prepare and file annual Post-Effective Amendment
o Communicate significant regulatory or legislative developments to Fund
management and Trustees
o Arrange D&O/E&O insurance and fidelity bond coverage for Fund
o Provide Fund documentation required in connection with SEC audits
o Prepare notice, agenda and background materials for one special board
meeting, make presentation where appropriate, prepare minutes and
follow up on issues
o Prepare special Prospectus supplements where needed
II. FUND ACCOUNTING SERVICES
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(a) Performing fund accounting and bookkeeping services (including the
maintenance of such accounts, books and records of the Fund as may be required
by Section 31(a) of the 0000 Xxx) as follows:
o Standard Daily, Weekly, and Monthly Reporting
o Portfolio and General Ledger Accounting
o Daily Valuation of all Portfolio Securities
o Daily Valuation and NAV Calculation
o Comparison of NAV to market movement
o Review research of price tolerance/fluctuation report to market
movements and events
o Research of items appearing on the price exception report
o Weekly cost monitoring along with market-to-market valuations in
accordance with Rule 2a-7
o Security trade processing
o Daily cash and monthly position reconciliation with the custodian bank
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o Daily reporting of NAV and distribution rate information to the Fund
and Transfer Agent
o Daily calculation of Portfolio adviser fees and waivers
o Daily calculation of distribution rates
o Daily cash availability
o Monitor and research aged receivables
o Monitor and report on aged income items and reclaims
o Update NASDAQ reporting
o Daily maintenance of each Portfolio's general ledger including expense
accruals
o Calculation of 30-day SEC yields and total returns
o Preparation of month-end reconciliation package
o Monthly reconciliation of Portfolio expense records
o Preparation of annual and semi-annual audit work papers
IV. The parties hereby acknowledge that as of the date stated above,
the Amendment dated September 24, 1999 to the Agreement is no longer in effect
and all terms and conditions therein are hereby deleted in their entirety from
the Agreement.
V. Except to the extent amended hereby, the Agreement shall remain
unchanged and in full force and effect and is hereby ratified and confirmed in
all respects as amended hereby.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date and year first written above.
PICTET FUNDS
(f/k/a Panorama Trust)
By: ------------------
PFPC INC.
(f/k/a First Data Investor Services Group, Inc.)
By: ------------------
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