INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of this 3rd day of October, 1995 between
Panorama Trust, a
Massachusetts business trust (the "Trust"), on behalf of its
Pictet Global Emerging Markets Fund (the
"Fund"), and Pictet International Management Limited (the
"Adviser"), registered as an investment adviser
under the Investment Advisers Act of 1940, as amended (the
"Advisers Act").
WHEREAS, the Trust is registered as an open-end, management
investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust desires to retain the Adviser to furnish
investment advisory services to the
Fund in the management of the Fund's assets, and the Adviser is
willing to furnish such services for the
Trust on the terms hereinafter set forth;
NOW THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is
agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints the Adviser to
act as investment adviser to the
Fund for the period and on the terms set forth in this Agreement.
The Adviser accepts such appointment
and agrees to furnish the services herein set forth for the
compensation herein provided. In the event that
the Trust establishes one or more portfolios other than the Fund
with respect to which it desires to retain
the Adviser to act as investment adviser hereunder, it shall
notify the Adviser in writing. If the Adviser is
willing to render such services under this Agreement it shall
notify the Trust in writing whereupon such
portfolio shall become a Fund hereunder and shall be subject to
the provisions of this Agreement except to
the extent that said provisions (including those relating to the
compensation payable by the Fund to the
Adviser) are modified with respect to such Fund in writing by the
Trust and the Adviser at the time.
2. Delivery of Documents. The Trust has furnished the
Adviser with copies, properly
certified or authenticated, of each of the following:
(a) The Trust's Declaration of Trust as filed with the Secretary
of The
Commonwealth of Massachusetts on May 23, 1995, and all amendments
thereto (such Declaration
of Trust, as presently in effect and as it shall from time to time
be amended, is herein called the
"Declaration of Trust");
(b) The Trust's By-Laws (such By-Laws, as presently in effect
and as they shall from
time to time be amended, are herein called the "By-Laws");
(c) Votes of the Trust's Board of Trustees authorizing the
appointment of the Adviser
and approving this Agreement;
(d) The Trust's Registration Statement on Form N-1A under the
Securities Act of
1933, as amended (the "1933 Act"), and under the 1940 Act,
relating to shares of beneficial
interest of the Trust (herein called the "Shares") as filed with
the Securities and Exchange
Commission (the "SEC") and all amendments thereto; and
(e) The most recent prospectus of the Trust relating to the Fund
(such prospectus
together with the related Statement of Additional Information, as
presently in effect and all
amendments and supplements thereto, are herein called the
"Prospectus").
The Trust will furnish the Adviser from time to time with copies
of all amendments of or supplements to
the foregoing, if any.
3. Management. Subject to the supervision of the Trust's
Board of Trustees, the Adviser will
provide a continuous investment program for the Fund's assets
entrusted to it for portfolio management
purposes, including investment research and management with
respect to all securities, investments, cash
and cash equivalents in the Fund. The Adviser will determine from
time to time what securities will be
purchased, retained or sold with respect to the Fund and will
place the daily orders for the purchase or sale
of securities. The Adviser will provide the services rendered by
it under this Agreement in accordance with
the Fund's investment objective, policies and restrictions as
stated in the Prospectus and votes of the Trust's
Board of Trustees. The Adviser agrees that it will supply the
Trust and its Board of Trustees with reports
and statistical data as requested with respect to the securities
that the Fund may hold or contemplate
purchasing.
4. Other Covenants. The Adviser agrees that it:
(a) will comply with all applicable Rules and
Regulations of the SEC and will in
addition conduct its activities under this Agreement in accordance
with regulations of any other
Federal and State agencies which may now or in the future have
jurisdiction over its activities
under this Agreement;
(b) will use its best efforts to seek the best
overall terms available in executing
transactions for the Fund and soliciting brokers or dealers. In
assessing the best overall terms
available for any transaction, the Adviser shall consider all
factors that it deems relevant,
including, but not limited to, the breadth of the market in the
security, the price of the security, the
financial condition and execution capability of the broker or
dealer, and the reasonableness of the
commission, if any, both for the specific transaction and on a
continuing basis. In evaluating the
best overall terms available, and in selecting the brokers or
dealers to execute a particular
transaction, the Adviser may consider the brokerage and research
services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934,
as amended) provided to the Fund
and/or other accounts over which the Adviser or an affiliate of
the Adviser exercises investment
discretion;
(c) will provide certain executive personnel for the
Trust as may be mutually agreed
upon from time to time with the Board of Trustees, the salaries
and expenses of such personnel to
be borne by the Adviser unless otherwise mutually agreed upon;
(d) will treat confidentially and as proprietary
information of the Trust all records and
other information relative to the Trust and prior, present or
potential shareholders, and will not use
such records and information for any purpose other than
performance of its responsibilities and
duties hereunder (except after prior notification to and approval
in writing by the Trust, which
approval shall not be unreasonably withheld and may not be
withheld and will be deemed granted
where the Adviser may be exposed to civil or criminal contempt
proceedings for failure to comply,
when requested to divulge such information by duly constituted
authorities, or when so requested
by the Trust).
5. Services Not Exclusive. The advisory services
furnished by the Adviser hereunder are not
to be deemed exclusive, and the Adviser shall be free to furnish
similar services to others so long as its
services under this Agreement are not impaired thereby. To the
extent that the purchase or sale of
securities or other investments of the same issuer may be deemed
by the Adviser to be suitable for two or
more accounts managed by the Adviser, the available securities or
investments may be allocated in a
manner believed by the Adviser to be equitable to each account.
The Trust recognizes that in some cases
this procedure may adversely affect the price paid or received by
the Fund or the size of the position
obtainable for or disposed of by the Fund.
6. Books and Records. In compliance with the
requirements of Rule 31a-3 under the 1940
Act, the Adviser hereby agrees that all records which it maintains
for the benefit of the Trust are the
property of the Trust and further agrees to surrender promptly to
the Trust any of such records upon the
Trust's request. The Adviser further agrees to preserve for the
periods prescribed by Rule 31a-2 under the
1940 Act the records required to be maintained by it pursuant to
Rule 31a-1 under the 1940 Act that are
not maintained by others on behalf of the Trust.
7. Expenses. During the term of this Agreement, the
Adviser will pay all expenses incurred
by it in connection with its investment advisory services under
this Agreement other than the cost of
securities, commodities and other investments (including brokerage
commissions and other transaction
charges, if any) purchased or sold for the Fund. The Fund will
bear certain other expenses incurred in its
operation, including: organizational expenses; taxes, interest,
brokerage costs and commissions; fees of
Trustees of the Trust who are not officers, directors, or
employees of the Adviser, the distributor or
administrator or any of their affiliates; Securities and Exchange
Commission fees; state Blue Sky
qualification fees; charges of the administrator, the custodian,
any subcustodians, and transfer and
dividend-paying agents; insurance premiums; outside auditing,
pricing and legal expenses; costs of
maintenance of the Trust's existence; costs of preparing and
printing prospectuses and statements of
additional information for regulatory purposes and for
distribution to existing shareholders; costs of
shareholders' reports and meetings of the shareholders of the Fund
and of the officers or Board of Trustees
of the Trust; membership fees in trade associations; litigation
and other extraordinary or non-recurring
expenses.
8. Compensation. For the services provided and the
expenses assumed by the Adviser
pursuant to this Agreement, the Trust will pay the Adviser and the
Adviser will accept as full compensation
an investment advisory fee, based upon the average daily net
assets of the Fund, computed at the end of
each month and payable within five (5) business days thereafter,
at the annual rate of 1.25%. The Adviser
may, from time to time, waive certain amounts payable hereunder or
reimburse Fund expenses for such
period or periods as the Adviser deems to be advisable.
9. Reimbursement of the Fund. If in any fiscal year the
aggregate expenses of the Fund (as
defined under the securities regulations of any state having
jurisdiction over the Fund) exceed the expense
limitation of any such state, the Adviser will reimburse the Fund
for such excess expenses. The obligation
of the Adviser to reimburse the Fund hereunder is limited in any
fiscal year to the amount of its fee
hereunder for such fiscal year, provided however, that
notwithstanding the foregoing, the Adviser shall
reimburse the Fund for such excess expenses regardless of the
amount of fees paid to it during such fiscal
year to the extent that the securities regulations of any state
having jurisdiction over the Fund so requires.
Such expense reimbursement, if any, will be estimated, reconciled
and paid on a monthly basis.
10. Corporate Name. The Trust acknowledges that it uses
the name "PICTET" in connection
with the Fund and the name "PANORAMA" in connection with the Trust
by consent of the Adviser, which
consent was given in reliance and upon the provisions hereafter
contained. The Trust agrees that if the
Adviser should cease to be the investment adviser of the Fund, the
Trust will, upon written demand of the
Adviser, forthwith delete from the Fund's name the word "PICTET"
and from the Trust's name the word
"PANORAMA" or any approximation thereof. The Trust further agrees
that the Adviser may permit other
persons, partnerships (general or limited), associations, trusts,
corporations or other incorporated or
unincorporated groups of persons, including without limitation any
investment company or companies of
any type which may be initially sponsored or organized by the
Adviser in the future, to use the word
"PICTET" or any approximation thereof as part of their names. As
used in this section, "PICTET",
"PANORAMA", "Pictet International Management Limited" and
"Adviser" shall include any successor
corporation, partnership, limited partnership, trust or person.
11. Standard of Care. The Advisor shall discharge its
duties under this Agreement with
respect to the Fund with the degree of care, skill, prudence and
diligence under the circumstances then
prevailing that a prudent person acting in a like capacity and
familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims.
12. Limitation of Liability. The Adviser shall not be
liable for any error of judgment, mistake
of law or for any other loss whatsoever suffered by the Trust in
connection with the performance of this
Agreement, except a loss resulting from a breach of fiduciary duty
with respect to the receipt of
compensation for services or a loss resulting from willful
misfeasance, bad faith or negligence on the part
of the Adviser in the performance of its duties or from reckless
disregard by it of its obligation and duties
under this Agreement. The Trust and the Adviser agree that the
obligations of the Trust under this
Agreement shall not be binding upon any of the Trustees,
shareholders, nominees, officers, employees or
agents, whether past, present or future, of the Trust,
individually, but are binding only upon the assets and
property of the Trust, as provided in the Declaration of Trust.
No Fund shall be liable for the obligations
incurred by any other Fund hereunder. The execution and delivery
of this Agreement have been authorized
by the Board of Trustees and a majority of the holders of the
Fund's outstanding voting securities, and
signed by an authorized officer of the Trust, acting as such, and
neither such authorization by such
Trustees and shareholders nor such execution and delivery by such
officer shall be deemed to have been
made by any of them individually or to impose any liability on any
of them personally, but shall bind only
the assets and property of the Trust as provided in the
Declaration of Trust.
13. Duration and Termination. This Agreement shall become
effective on October 3, 1995
and, unless sooner terminated as provided herein, shall continue
in effect until October 2, 1997.
Thereafter, this Agreement shall be renewable for successive
periods of one year each, provided such
continuance is specifically approved annually:
(a) by the vote of a majority of those members of
the Trust's Board of Trustees who
are not interested persons of any such party (as that term is
defined in the 1940 Act), cast in person
at a meeting called for the purpose of voting on such approval;
and
(b) by the Trust's Board of Trustees or by vote of a
majority of the outstanding voting
securities of the Fund.
Notwithstanding the foregoing, this Agreement may be
terminated as to the Fund at any time,
without the payment of any penalty, by the Trust (by vote of the
Trust's Board of Trustees or by vote of a
majority of the outstanding voting securities of the Fund), or by
the Adviser on sixty days' prior written
notice. This Agreement will immediately terminate in the event of
its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting
securities," "interested persons" and "assignment"
shall have the same meanings as such terms have in the 1940 Act.)
14. Amendment of Agreement. This Agreement may be amended
by mutual written consent,
but the consent of the Trust must be approved by (a) vote of a
majority of those members of the Board of
Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such
amendment, and (b) if required by the 1940
Act, by vote of a majority of the outstanding voting securities of
the Fund. However, the provisions of this
Section 14 shall not restrict or limit the Adviser's ability to
waive its fees or reimburse the Fund's expenses
in accordance with Section 8 of this Agreement.
15. Miscellaneous. The captions in this Agreement are
included for convenience of reference
only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or
effect. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby. This Agreement shall be binding
upon, and shall inure to the benefit of, the parties hereto and
their respective successors and shall be
governed by the laws of the Commonwealth of Massachusetts.
ATTEST: PANORAMA TRUST
By: Illegible By: /s/ Xxxx X. Xxxxxxx
Name: Name: Xxxx X. Xxxxxxx
Title: Title: President and
Chairman
ATTEST: PICTET INTERNATIONAL
MANAGEMENT LIMITED
By: Illegible By: /s/ Xxxxx Xxxx
Name: Name: Xxxxx Xxxx
Title: Title: Vice President
