PURCHASE AGREEMENT
Panorama Trust (the "Trust"), a Massachusetts business trust
and Pictet
International Limited (the "Purchaser") hereby agree as follows:
1. The Trust hereby offers the Purchaser and the Purchaser
hereby purchases
1,000 shares of beneficial interest (the "Shares") at $100.00 per
share of the Trust's
Pictet Global Emerging Markets Fund (the "Fund"). The Shares are
the "initial shares"
of the Fund. The Purchaser hereby acknowledges receipt of a
purchase confirmation
reflecting the purchase of the Shares, and the Trust hereby
acknowledges receipt from
the Purchaser of funds in the amount of $100,000 in full payment
for the Shares.
2. The Purchaser represents and warrants to the Trust that
the Shares
purchased by the Purchaser are being acquired for investment
purposes and not for the
purpose of distribution.
3. The Purchaser agrees that if it or any direct or
indirect transferee of the
Shares held by the Purchaser redeems the Shares prior to the fifth
anniversary of the
date that the Trust begins its investment activities, the
Purchaser will pay to the Trust
an amount equal to the number resulting from multiplying the
Trust's total unamortized
organizational expenses by a fraction, the numerator of which is
equal to the number of
Shares redeemed by the Purchaser or such transferee and the
denominator of which is
equal to the number of Shares outstanding as of the date of such
redemption, as long as
the administrative position of the staff of the Securities and
Exchange Commission
requires such reimbursement.
4. The Trust represents that a copy of its Declaration of
Trust, dated May 23,
1995, is on file in the Office of the Secretary of the
Commonwealth of Massachusetts.
5. This Agreement has been executed on behalf of the Trust
by the
undersigned officer of the Trust in his/her capacity as an officer
of the Trust. The
obligations of this Agreement shall be binding only upon the
assets and property of the
Fund and not upon
the assets and property of any other fund of the Trust.
6. This Agreement may be executed in counterparts, each of
which shall be
deemed to be an original, but such counterparts shall, together,
constitute only one
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as
of the 26th day of September, 1995.
PANORAMA TRUST
Attest:
Illegible By: /s/ Xxxx X. Xxxxxxx
Title: Chairman, President and Trustee
PICTET INTERNATIONAL LIMITED
Attest:
Illegible By: /s/ Xxxxx Xxxx /s/ Xxxx-Xxxxxx Xxxxxx
Title: Xxxxx Xxxx Xxxx-Xxxxxx Xxxxxx
Vice-President Assistant Secretary
