ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT is made as of October 3, 1995
by and between THE
SHAREHOLDER SERVICES GROUP, INC., a Massachusetts corporation
("TSSG"), and PANORAMA
TRUST, a Massachusetts business trust (the "Trust").
WHEREAS, the Trust is registered as an open-end management
investment company under the
Investment Trust Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust desires to retain TSSG to render certain
administrative services to those series
of the Trust described in Schedule A hereto, as from time to time
amended (each a "Fund" and, collectively,
the "Funds"), and TSSG is willing to render such services;
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is
agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints TSSG to act as
Administrator of the Trust on the
terms set forth in this Agreement. TSSG accepts such appointment
and agrees to render the services herein set
forth for the compensation provided for in the written Fee Letter
Agreement, annexed hereto and incorporated
herein as Schedule B.
In the event that the Trust establishes additional series or
classes with respect to which the Trust
decides to retain TSSG to act as administrator and accounting
services provider, the Trust shall so notify
TSSG in writing. If TSSG is willing to render such services, TSSG
shall notify the Trust in writing
whereupon such series shall be deemed to be a Fund hereunder and
shall be subject to the provisions of this
Agreement except to the extent that said provisions (including
those relating to the compensation payable by
the Funds to TSSG) are modified with respect to such Fund in
writing by the Trust and TSSG at the time.
Without limiting the foregoing, it is understood that the Trust
will from time to time issue separate series or
classes of shares and may classify and reclassify shares of any
such series or class. TSSG shall identify to each
such series or class property belonging to such series or class
and in such reports, confirmations and notices to
the Trust called for under this Agreement shall identify the
series or class to which such report, confirmation
or notice pertains.
2. Delivery of Documents. The Trust has furnished TSSG
with copies properly certified or
authenticated of each of the following:
(a) Resolutions of the Trust's Board of Trustees
authorizing the appointment of TSSG
to provide certain administrative services to the Fund and
approving this Agreement;
(b) The Trust's Declaration of Trust filed with the
Secretary of State of the
Commonwealth of Massachusetts on May 23, 1995 and all amendments
thereto (the "Declaration of Trust");
(c) The Trust's By-Laws and all amendments thereto
(the "By-Laws");
(d) The Investment Advisory Agreement between Pictet
International Management
Limited (the "Adviser") and the Trust dated as of October 3, 1995;
(e) The Custody Agreement between ▇▇▇▇▇ Brothers
▇▇▇▇▇▇▇▇ & Co. (the
"Custodian") and the Trust dated as of October 3, 1995;
(f) The Transfer Agency and Services Agreement
between The Shareholder Services
Group, Inc. (the "Transfer Agent") and the Trust dated as of
October 3, 1995;
(g) The Trust's Registration Statement on Form N-1A
(the "Registration Statement")
under the Securities Act of 1933 and under the 1940 Act (File Nos.
33-92712 and 811-9050), as filed with the
Securities and Exchange Commission ("SEC") on May 25, 1995 and
declared effective by the SEC on October
3, 1995, relating to the Trust's shares of beneficial ownership,
$.001 par value per share, and all amendments
thereto; and
(h) The Trust's most recent prospectus(es) and
statement(s) of additional information
(together, the "Prospectus").
The Trust will furnish TSSG from time to time with copies,
properly certified or authenticated, of all
amendments of or supplements to the foregoing. Furthermore, the
Trust will provide TSSG with any other
documents that TSSG may reasonably request and will notify TSSG as
soon as possible of any matter
materially affecting the performance by TSSG of its services under
this Agreement.
3. Duties as Administrator. Subject to the supervision
and direction of the Board of Trustees of
the Trust, TSSG, as Administrator, will assist in supervising
various aspects of the Trust's administrative
operations and undertakes to perform the following specific
services:
(a) Maintaining office facilities (which may be in
the offices of TSSG or a corporate
affiliate);
(b) Furnishing statistical and research data, data
processing services, clerical services,
and internal legal, executive and administrative services and
stationery and office supplies in connection with
its services hereunder;
(c) Furnishing corporate secretarial services
including preparation and distribution of
materials for Board of Trustees meetings;
(d) Assisting in the preparation of the Trust's
Registration Statement and any Pre-
Effective and Post-Effective Amendments to the Trust's
Registration Statement, Notices of Annual or Special
Meetings of Shareholders and Proxy materials relating to such
Meetings;
(e) Assisting in the determination of the
jurisdictions in which the Trust's shares will
be registered or qualified for sale and, in connection therewith,
shall be responsible for the initial registration
or qualification and the maintenance of such registration or
qualification of such shares for sale under the
securities laws of any state. Payment of share registration fees
and any fees for qualifying or continuing the
qualification of the Fund as a dealer or broker shall be made by
the Fund;
(f) Providing the services of certain persons who
may be appointed as officers of the
Trust by the Trust's Board of Trustees;
(g) Providing legal advice and counsel to the Trust
with respect to regulatory matters,
including monitoring regulatory and legislative developments which
may affect the Trust and assisting in the
strategic response to such developments, counseling and assisting
the Trust in routine regulatory examinations
or investigations of the Trust, and working closely with outside
counsel to the Trust in response to any
litigation or non-routine regulatory matters;
(h) Accounting and bookkeeping services (including
the maintenance of such accounts,
books and records of the Trust as may be required by Section 31(a)
of the 1940 Act and the rules thereunder);
(i) Valuing the Trust's assets and calculating the
net asset value of the shares of the
Fund at the close of regular trading on the New York Stock
Exchange on each business day (as set forth in the
Trust's Prospectus);
(j) Accumulating information for and preparing
reports to the Trust's shareholders of
record and the SEC including, but not necessarily limited to,
Annual and Semi-Annual Reports, Semi-Annual
Reports on Form N-SAR and Notices pursuant to Rule 24f-2;
(k) Reviewing and providing advice and counsel on
all sales and advertising materials
prepared on behalf of the Trust;
(l) Preparing and filing the Trust's tax returns;
(m) Assisting the Adviser, at the Adviser's request,
in monitoring and developing
compliance procedures for the Trust which will include, among
other matters, procedures to assist the Adviser
in monitoring compliance with the Fund's investment objective,
policies, restrictions, tax matters and
applicable laws and regulations and performing certain monthly
compliance tests; and
(n) Preparing and furnishing the Trust (at the
Trust's request) with standard SEC
performance information (including yield and total return
information) calculated in accordance with
applicable U.S. securities laws and reporting to external
databases such information as may reasonably be
requested.
In performing its duties as Administrator of the Trust, TSSG
will act in accordance with the
Declaration of Trust, By-Laws, Prospectus and with the
instructions and directions of the Board of Trustees of
the Trust and will conform to and comply with the requirements of
the 1940 Act and all other applicable
federal or state laws and regulations.
4. Allocation of Expenses. TSSG shall bear all expenses
in connection with the performance of
its services under this Agreement, except as noted below.
(a) TSSG will from time to time employ or associate
with itself such person or persons
as TSSG may believe to be particularly suited to assist it in
performing services under this Agreement. Such
person or persons may be officers and employees who are employed
by both TSSG and the Trust. The
compensation of such person or persons shall be paid by TSSG and
no obligation shall be incurred on behalf of
the Trust in such respect.
(b) TSSG shall not be required to pay any of the
following expenses incurred by the
Trust: membership dues in the Investment Company Institute or any
similar organization; investment
advisory expenses; costs of printing and mailing stock
certificates, prospectuses, reports and notices; interest
on borrowed money; brokerage commissions; taxes and fees payable
to Federal, state and other governmental
agencies; fees of Trustees of the Trust who are not affiliated
with TSSG; outside auditing expenses; outside
legal expenses; or other expenses not specified in this Section 4
which may be properly payable by the Trust.
(c) For the services to be rendered, the facilities
to be furnished and the payments to be
made to TSSG, as provided for in this Agreement, the Trust shall
compensate TSSG for its services rendered
pursuant to this Agreement in accordance with the fees set forth
in Schedule B, annexed hereto and
incorporated herein. Such fees do not include out-of-pocket
disbursements of TSSG for which TSSG will be
entitled to ▇▇▇▇ separately. Out-of-pocket disbursements shall
include, but shall not be limited to, the items
specified in Schedule C, annexed hereto and incorporated herein,
which schedule may be modified by TSSG
upon not less than thirty days' prior written notice to the Trust.
(d) TSSG will ▇▇▇▇ the Trust as soon as practicable
after the end of each calendar
month, and said ▇▇▇▇▇▇▇▇ will be detailed in accordance with the
out-of-pocket schedule. The Trust will
promptly pay to TSSG the amount of such billing.
5. Limitation of Liability.
(a) TSSG shall not be liable for any error of
judgment or mistake of law or for any loss
suffered by the Trust in connection with the performance of its
obligations and duties under this Agreement,
except a loss resulting from TSSG's willful misfeasance, bad faith
or negligence in the performance of such
obligations and duties, or by reason of its reckless disregard
thereof. The Trust will indemnify TSSG against
and hold it harmless from any and all losses, claims, damages,
liabilities or expenses (including reasonable
counsel fees and expenses) resulting from any claim, demand,
action or suit not resulting from the willful
misfeasance, bad faith or negligence of TSSG in the performance of
such obligations and duties or by reason
of its reckless disregard thereof. The Trust and TSSG agree that
the obligations of the Trust under this
Agreement shall not be binding upon any of the members of the
Trust's Board of Trustees, shareholders,
nominees, officers, employees or agents, whether past, present or
future, of the Trust, individually, but are
binding only upon the assets and property of the Trust, as
provided in the Declaration of Trust. The execution
and delivery of this Agreement have been authorized by the Board
of Trustees and signed by an authorized
officer of the Trust, acting as such, and neither such
authorization by such members of the Board of Trustees
nor such execution and delivery by such officer shall be deemed to
have been made by any of them individually
or to impose any liability on any of them personally, but shall
bind only the assets and property of the Trust as
provided in the Declaration of Trust.
(b) Notwithstanding the foregoing paragraph or
anything else contained in this
Agreement to the contrary, TSSG's entire liability to the Trust
for any loss or damage, direct or indirect, for
any cause whatsoever (including but not limited to those arising
out of this Agreement), and regardless of the
form of action, shall be limited to the Trust's actual direct out-
of-pocket expenses which are reasonably
incurred by the Trust, but shall not under any circumstances
exceed the lesser of (i) an amount equivalent to
the average of twelve months' fees paid to TSSG under this
Agreement or (ii) two million dollars
($2,000,000).
(c) In no event and under no circumstances shall
either party to this Agreement be
liable to the other party for consequential or indirect loss of
profits, reputation or business or any other special
damages under any provision of this Agreement or for any act or
failure to act hereunder.
6. Termination of Agreement.
(a) This Agreement shall become effective on the
date hereof and shall continue for a
period of two (2) years (the "Initial Term") unless earlier
terminated pursuant to the terms of this Agreement.
Thereafter this Agreement shall automatically be renewed for
successive terms of one (1) year ("Renewal
Term") each.
(b) Either party may terminate this Agreement at the
end of the Initial Term or at the
end of any subsequent Renewal Term upon not than less than ninety
(90) days' or more than one hundred-
eighty (180) days' prior written notice to the other party.
(c) In the event a termination notice is given by
the Trust, all expenses associated with
movement of records and materials and conversion thereof will be
borne by the Trust.
(d) If a party hereto is guilty of a material
failure to perform its duties and obligations
hereunder (a "Defaulting Party") resulting in a material loss to
the other party (the "Non-Defaulting Party"),
the Non-Defaulting Party may give written notice thereof to the
Defaulting Party, and if such material breach
shall not have been remedied within thirty (30) days after such
written notice is given, then the Non-
Defaulting Party may terminate this Agreement by giving thirty
(30) days' written notice of such termination
to the Defaulting Party. If TSSG is the Non-Defaulting Party, its
termination of this Agreement shall not
constitute a waiver of any other rights or remedies of TSSG with
respect to services performed prior to such
termination or rights of TSSG to be reimbursed for out-of-pocket
expenses. In all cases, termination by the
Non-Defaulting Party shall not constitute a waiver by the Non-
Defaulting Party of any other rights it might
have under this Agreement or otherwise against the Defaulting
Party.
7. Amendment to this Agreement. No provision of this
Agreement may be changed,
discharged or terminated orally, but only by an instrument in
writing signed by the party against which
enforcement of the change, discharge or termination is sought.
8. Miscellaneous.
(a) Any notice or other instrument authorized or
required by this Agreement to be
given in writing to the Trust or TSSG shall be sufficiently given
if addressed to the party and received by it at
its office set forth below or at such other place as it may from
time to time designate in writing.
To the Trust:
Panorama Trust
▇/▇ ▇▇▇▇▇▇ & ▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
To TSSG:
The Shareholder Services Group, Inc.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
(b) This Agreement shall extend to and shall be
binding upon the parties hereto and
their respective successors and assigns, provided that this
Agreement shall not be assignable without the
written consent of the other party.
(c) This Agreement shall be construed in accordance
with the laws of the
Commonwealth of Massachusetts.
(d) This Agreement may be executed in any number of
counterparts each of which shall
be deemed to be an original and which collectively shall be deemed
to constitute only one instrument.
(e) The captions of this Agreement are included for
convenience of reference only and
in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(f) This Agreement and the fee schedule hereto
constitute the entire agreement between
the parties hereto with respect to the matters described herein.
9. Confidentiality. All books, records, information and
data pertaining to the business of the
Trust that are exchanged or received pursuant to the performance
of TSSG's duties under this Agreement shall
remain confidential and shall not be voluntarily disclosed to any
other person, except as specifically authorized
by the Trust or as may be required by law.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be duly executed and
delivered by their duly authorized officers as of the date first
written above.
THE SHAREHOLDER SERVICES GROUP, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. Small
Name: ▇▇▇▇▇▇▇ ▇. Small
Title: Executive Vice President
PANORAMA TRUST
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President & Chairman
SCHEDULE A (as revised January __, 1996)
SERIES AND CLASSES OF THE TRUST
PICTET GLOBAL EMERGING MARKETS FUND
(with one class of shares)
PICTET INTERNATIONAL SMALL COMPANIES FUND
(with one class of shares)
SCHEDULE B
FEE SCHEDULE FOR
ADMINISTRATION AND
FUND ACCOUNTING SERVICES
SCHEDULE C
OUT-OF- POCKET EXPENSES
Out-of-pocket expenses include, but are not limited
to, the following:
- Postage (including overnight or other courier
services)
- Telephone
- Telecommunications charges (including FAX)
- Duplicating charges
- Pricing services
- Forms and supplies
- Travel expenses
- Vendor set-up charges for Blue Sky services
- Legal services prior to commencement of
operations
