EXHIBIT 99.1
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AMENDED AND RESTATED
ADVISORY CONTRACT
HSBC Mutual Funds Trust
3435 Stelzer Road
Columbus, Ohio 43219
May 1, 1998
HSBC Asset Management Americas Inc.
140 Broadway
New York, New York 10005
Master Advisory Contract
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Dear Sirs:
WHEREAS, the Master Investment Advisory Contract dated May 1,
1990 has been amended and restated to reflect the name change of the Trust and
the Trust's Adviser, as well as a change in law that no longer limits expenses
paid by the Funds;
WITNESSETH
NOW THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between HSBC Mutual Funds Trust (the
"Trust") and HSBC Asset Management Americas, Inc. (the "Adviser") as follows:
1. Definitions and Delivery of Documents. The Trust has
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been organized as a business trust under the laws of the Commonwealth of
Massachusetts and is an open-end management investment company. The Trust's
shares of beneficial interest may be classified into series in which each series
represents the entire undivided interests of a separate portfolio of assets. For
all purposes of this Contract, a "Fund" shall mean a separate portfolio of
assets of the Trust which has entered into an Advisory Contract Supplement, and
a "Series" shall mean the series of shares of beneficial interest representing
undivided interests in a Fund. All references herein to this Contract shall be
deemed to be references to this Contract as it may from time to time be
supplemented by Advisory Contract Supplements. The Trust engages in the business
of investing and reinvesting the assets of each Fund in the manner and in
accordance with the investment objective and restrictions specified in the
Trust's Declaration of Trust, dated
November 1, 1989 (the "Declaration of Trust"), and the currently effective
Prospectus (the "Prospectus") relating to the Trust and the Funds included in
the Trust's Registration Statement, as amended from time to time (the
"Registration Statement"), filed by the Trust under the Investment Company Act
of 1940 (the "1940 Act") and the Securities Act of 1933 (the "1933 Act"). Copies
of the documents referred to in the preceding sentence have been furnished to
the Adviser. Any amendments to those documents shall be furnished to the Advisor
promptly.
2. Administrative Services and Distribution Contracts.
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Pursuant to a Distribution Contract (the "Distribution Contract") and an
Administrative Services Contract (the "Administrative Services Contract")
between the Trust and the Distributor and Administrator, respectively (as those
terms are defined in the Prospectus) the Trust has employed the Distributor and
the Administrator to act as principal underwriter for each Series and to provide
management and other services.
3. Expenses. (a) the Adviser shall, at its expense, (i)
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employ or associate with itself such persons as it believes appropriate to
assist in performing its obligations under this Contract and (ii) provide all
advisory, administrative, management services and shareholder services,
equipment, facilities and personnel necessary to perform its obligations under
this Contract. The Trust recognizes that in those cases where the Adviser makes
arrangements with its correspondent banks to maintain subaccounts for certain of
their customers who invest in shares of a Series, such correspondent banks may
also agree to provide services to subaccount holders of the type provided by the
Adviser to shareholders of record.
(b) Except as provided in subparagraph (a) and in
the Administrative Services Contract, the Trust shall be responsible for all of
its expenses and liabilities, including compensation of its directors who are
not affiliated with the Distributor, Administrator or the Adviser or any of
their affiliates; taxes and governmental fees; interest charges; fees and
expenses of the Trust's independent accountants and legal counsel; trade
association membership dues; fees and expenses of any custodian (including for
keeping books and accounts and calculating the net asset value of shares of each
Series), transfer agent, registrar and dividend disbursing agent of the Trust;
expenses of issuing, selling, redeeming, registering and qualifying for sale the
Trust's shares of beneficial interest; expenses of preparing and printing share
certificates, prospectuses, shareholders' reports, notices, proxy statements and
reports to regulatory agencies; the cost of office supplies; travel expenses of
all officers, directors and employees; insurance premiums; brokerage and other
expenses of executing portfolio transactions; expenses of shareholders'
meetings; organizational expenses; and extraordinary expenses.
4. Investment Advisory and Management Services. (a) The
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Adviser shall provide to the Trust investment guidance and policy direction in
connection with the management of the portfolio of each Fund, including oral and
written money market research, analysis, advice, statistical and economic data
and information and judgments, of both a macroeconomic and microeconomic
character, concerning, among other things, interest rate
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trends, money market portfolio composition, credit conditions of both a general
and specific nature and the average maturity of the portfolio of each Fund.
(b) The Adviser shall also provide to the Trust's
officers administrative assistance in connection with the operation of the Trust
and each of the Funds. Administrative services provided by the Adviser shall
include (i) data processing, clerical bookkeeping services required in
connection with maintaining the financial accounts and records for the Trust and
each of the Funds, (ii) the compilation of statistical and research data
required for the preparation of periodic reports and statements of each of the
Funds which are distributed to the Trust's officers and Board of Trustees, (iii)
handling, or causing to be handled, general shareholder relations with Fund
investors, such as advice as to the status of their accounts, the current yield
and dividends declared to date and assistance with other questions related to
their accounts, (iv) the compilation of information required in connection with
the Trust's filings with the Securities and Exchange Commission and (v) such
other services as the Adviser shall from time to time determine, upon
consultation with the Sponsor, to be necessary or useful to the administration
of the Trust and each of the Funds.
(c) As a manager of the assets of each Fund, the
Adviser shall make investments for the account of each Fund in accordance with
the Adviser's best judgment and within the investment objective and restrictions
of each such Fund set forth in the Trust's Declaration of Trust, the Prospectus
of each such Fund, the 1940 Act and the provisions of the Internal Revenue Code
relating to regulated investment companies, subject to policy decisions adopted
by the Trust's Board of Trustees. The Adviser shall advise the Trust's Officers
and Board of Trustees, at such times as the Board of Trustees may specify, of
investments made for each of the Funds and shall, when requested by the Trust's
Officers or Board of Trustees, supply the reasons for making particular
investments.
(d) The Adviser shall furnish to the Board of
Trustees periodic reports on the investment performance of each Fund and on the
performance of its obligations under this Contract and shall supply such
additional reports and information as the Trust's Officers or Board of Trustees
shall reasonably request.
5. Limitation of Liability of Adviser. The Adviser shall
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give the Trust the benefit of the Adviser's best judgment and efforts in
rendering services under this Contract. As an inducement to the Adviser's
undertaking to render these services, the Trust agrees that the Adviser shall
not be liable under this Contract for any mistake in judgment or in any other
event whatsoever except for lack of good faith, provided that nothing in this
Contract shall be deemed to protect or purport to protect the Adviser against
any liability to the Trust or its shareholders to which the Adviser would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Adviser's duties under this Contract or by
reason of the Adviser's reckless disregard of its obligations and duties
hereunder.
6. Compensation of the Adviser. In consideration of the
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services to be rendered, facilities furnished and expenses paid or assumed by
the Adviser under this Contract,
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the Trust shall pay the Adviser a fee with respect to each Fund in accordance
with the applicable Advisory Contract Supplement.
If the fees payable to the Adviser pursuant to this paragraph
6 and the applicable Advisory Contract Supplement begin to accrue before the end
of any month or if this Contract terminates before the end of any month, the
fees for the period from that date to the end of that month or from the
beginning of that month to the date of termination, as the case may be, shall be
prorated according to the proportion which the period bears to the full month in
which the effectiveness or termination occurs. For purposes of calculating the
monthly fees, the value of the net assets of each Fund shall be computed in the
manner specified in the Prospectus for the computation of net asset value. For
purposes of this Contract, a "business day" is any day the New York Stock
Exchange is open for trading.
7. Duration and Termination of this Contract. This Contract
-----------------------------------------
shall become effective upon May 1, 1998 and shall thereafter continue in the
effect; provided, that this Contract shall continue in effect for a period of
more than one year with respect to a Fund only so long as the continuance is
specifically approved at least annually (a) by the vote of a majority of the
outstanding voting securities of that Fund (as defined in the 1940 Act) or by
the Trust's Board of Trustees and (b) by the vote, cast in person at a meeting
called for the purpose, of a majority of the Trust's Trustees who are not
parties to this Contract or "interested persons" (as defined in the 1940 Act) of
any such party. This Contract may be terminated with respect to a Fund at any
time, without the payment of any penalty, by a vote of a majority of the
outstanding voting securities of that Fund (as defined in the 1940 Act) or by a
vote of a majority of the Trust's Board of Trustees on 60 days' written notice
to the Adviser or by the Adviser on 60 days' written notice to the Trust. If
this Contract is terminated with respect to any Fund, it shall nonetheless
remain in effect with respect to any remaining Funds. This Contract shall
terminate automatically in the event of its assignment (as defined in the 1940
Act).
8. Amendment of this Contract. No provision of this
--------------------------
Contract may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought and no amendment, transfer,
assignment, sale, hypothecation or pledge of this Contract shall be effective
until approved by (a) the vote, cast in person at a meeting called for the
purpose, of a majority of the Trustees who are not parties to this Contract or
"interested persons" (as defined in the 1940 Act) of any such party, and (b)
with respect to any Fund affected by such change, waiver, discharge or
termination, by the vote of a majority of the outstanding voting securities of
the Series relating to such Fund, provided that no approval shall be required
pursuant to this clause (b) in respect of an Advisory Contract Supplement
entered into to add a Fund to those covered by this Contract (or any amendment
or termination of such Supplement) by the holders of the outstanding voting
securities of any Series other than that of such Fund.
9. Other Activities of the Adviser. Except to the extent
-------------------------------
necessary to perform the Adviser's obligations under this Contract, nothing
herein shall be deemed to limit or restrict the right of the Adviser, or any
affiliate of the Adviser, or any employee of the Adviser, to
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engage in any other business or to devote time and attention to the management
of other aspects of any other business, whether of a similar or dissimilar
nature, or to render services of any kind to any other corporation, firm,
individual or association.
10. Miscellaneous. The captions in this Contract are
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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. This
Contract may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. The Declaration of Trust has been filed with the
Secretary of State of the Commonwealth of Massachusetts. The obligations of the
Trust are not personally binding upon, nor shall resort be had to the private
property of, any of the Trustees, shareholders, officers, employees or agents of
the Trust, but only the Trust's property shall be bound.
If the foregoing correctly sets forth the agreement between
the Trust and the Adviser please so indicate by signing and returning to the
Trust the enclosed copy hereof.
Very truly yours,
HSBC MUTUAL FUNDS TRUST
By:
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Title: President
ACCEPTED:
HSBC Asset Management Americas Inc.
By:
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Title:
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NEW YORK TAX-FREE BOND FUND
A Fund of HSBC Mutual Funds Trust
3435 Stelzer Road
Columbus, Ohio 43219
May 1, 1998
HSBC Asset Management Americas Inc.
140 Broadway
New York, New York 10005
Amended and Restated Advisory Contract Supplement
-------------------------------------------------
Dear Sirs:
This will confirm the agreement between HSBC Mutual Funds Trust
(the "Trust") and HSBC Asset Management Americas Inc. (the "Adviser") as
follows:
The New York Tax-Free Bond Fund (the "Fund") is a series
portfolio of the Trust which has been organized as a business trust under the
laws of the Commonwealth of Massachusetts and is an open-end management
investment company. The Trust and the Adviser have entered into an Amended and
Restated Master Advisory Contract, dated May 1, 1998 (as from time to time
amended and supplemented, the "Master Advisory Contract"), pursuant to which the
Adviser has undertaken to provide or make provision for the Trust for the
certain investment advisory and management services identified therein and to
provide certain other services, as more fully set forth therein. Certain
capitalized terms used without definition in this Advisory Contract Supplement
have the meaning specified in the Master Advisory Contract.
The Trust agrees with the Adviser as follows:
1. Adoption of Master Advisory Contract. The Master
------------------------------------
Advisory Contract is hereby adopted for the Fund. The Fund shall be one of the
"Funds" referred to in the Master Advisory Contract; and its shares shall be a
"Series" of shares as referred to therein.
2. Payment of Fees. For all services to be rendered,
---------------
facilities furnished and expenses paid or assumed by the Adviser as provided in
the Master Advisory Contract and herein, the Fund shall pay a monthly fee on the
first business day of each month, based upon the average daily value (as
determined on each business day at the time set forth in the Prospectus
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for determining net asset value per share) of the net assets of the Fund during
the preceding month, at the following annual rates:
Portion of average daily value
of net assets of the Fund Fee Rate
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Not exceeding $300 million................................ 0.450%
In excess of $300 million but
not exceeding $600 million.......................... 0.420%
In excess of $600 million but
not exceeding $1 billion............................ 0.385%
In excess of $1 billion but
not exceeding $1.5 billion.......................... 0.350%
In excess of $1.5 billion but
not exceeding $2 billion............................ 0.315%
In excess of $2 billion................................... 0.280%
If the foregoing correctly sets forth the agreement between the
Trust and the Adviser, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours,
NEW YORK TAX-FREE BOND FUND,
A FUND OF HSBC MUTUAL FUNDS TRUST
By:
---------------------------------
Title:
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The foregoing Contract is hereby
agreed to as of the date hereof:
HSBC ASSET MANAGEMENT AMERICAS INC.
By:
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Title:
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FIXED INCOME FUND
A Fund of HSBC Mutual Funds Trust
3435 Stelzer Road
Columbus, Ohio 43219
May 1, 1998
HSBC Asset Management Americas Inc.
140 Broadway
New York, New York 10005
Amended and Restated Advisory Contract Supplement
-------------------------------------------------
Dear Sirs:
This will confirm the agreement between HSBC Mutual Funds Trust (the
"Trust") and HSBC Asset Management Americas Inc. (the "Adviser") as follows:
The Fixed Income Fund (the "Fund") is a series portfolio of the Trust
which has been organized as a business trust under the laws of the Commonwealth
of Massachusetts and is an open-end management investment company. The Trust and
the Adviser have entered into an Amended and Restated Master Advisory Contract,
dated May 1, 1998 (as from time to time amended and supplemented, the "Master
Advisory Contract"), pursuant to which the Adviser has undertaken to provide or
make provision for the Trust for the certain investment advisory and management
services identified therein and to provide certain other services, as more fully
set forth therein. Certain capitalized terms used without definition in this
Advisory Contract Supplement have the meaning specified in the Master Advisory
Contract.
The Trust agrees with the Adviser as follows:
1. Adoption of Master Advisory Contract. The Master Advisory
------------------------------------
Contract is hereby adopted for the Fund. The Fund shall be one of the "Funds"
referred to in the Master Advisory Contract; and its shares shall be a "Series"
of shares as referred to therein.
2. Payment of Fees. For all services to be rendered, facilities
---------------
furnished and expenses paid or assumed by the Adviser as provided in the Master
Advisory Contract and herein, the Fund shall pay a monthly fee on the first
business day of each month, based upon the average daily value (as determined on
each business day at the time set forth in the Prospectus
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for determining net asset value per share) of the net assets of the Fund during
the preceding month, at the following annual rates:
Portion of average daily value
of net assets of the Fund Fee Rate
-------------------------------- --------
Not exceeding $400 million............................... 0.550%
In excess of $400 million but
not exceeding $800 million......................... 0.505%
In excess of $800 million but
not exceeding $1.2 billion......................... 0.460%
In excess of $1.2 billion but
not exceeding $1.6 billion......................... 0.415%
In excess of $1.6 billion but
not exceeding $2 billion........................... 0.370%
In excess of $2 billion.................................. 0.315%
If the foregoing correctly sets forth the agreement between the Trust and the
Adviser, please so indicate by signing and returning to the Trust the enclosed
copy hereof.
Very truly yours,
FIXED INCOME FUND,
A FUND OF HSBC MUTUAL FUNDS TRUST
By:
---------------------------------
Title:
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The foregoing Contract is hereby
agreed to as of the date hereof:
HSBC ASSET MANAGEMENT AMERICAS INC.
By:
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Title:
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GROWTH AND INCOME FUND
A Fund of HSBC Mutual Funds Trust
3435 Stelzer Road
Columbus, Ohio 43219
May 1, 1998
HSBC Asset Management Americas Inc.
140 Broadway
New York, New York 10005
Amended and Restated Advisory Contract Supplement
-------------------------------------------------
Dear Sirs:
This will confirm the agreement between HSBC Mutual Funds Trust (the
"Trust") and HSBC Asset Management Americas Inc. (the "Adviser") as follows:
The Growth and Income Fund (the "Fund") is a series portfolio of the
Trust which has been organized as a business trust under the laws of the
Commonwealth of Massachusetts and is an open-end management investment company.
The Trust and the Adviser have entered into an Amended and Restated Master
Advisory Contract, dated May 1, 1998 (as from time to time amended and
supplemented, the "Master Advisory Contract"), pursuant to which the Adviser has
undertaken to provide or make provision for the Trust for the certain investment
advisory and management services identified therein and to provide certain other
services, as more fully set forth therein. Certain capitalized terms used
without definition in this Advisory Contract Supplement have the meaning
specified in the Master Advisory Contract.
The Trust agrees with the Adviser as follows:
1. Adoption of Master Advisory Contract. The Master Advisory
------------------------------------
Contract is hereby adopted for the Fund. The Fund shall be one of the "Funds"
referred to in the Master Advisory Contract; and its shares shall be a "Series"
of shares as referred to therein.
2. Payment of Fees. For all services to be rendered, facilities
---------------
furnished and expenses paid or assumed by the Adviser as provided in the Master
Advisory Contract and herein, the Fund shall pay a monthly fee on the first
business day of each month, based upon the average daily value (as determined on
each business day at the time set forth in the Prospectus for determining net
asset value per share) of the net assets of the Fund during the preceding month,
at the following annual rates:
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Portion of average daily value
of net assets of the Fund Fee Rate
- -------------------------------- --------
Not exceeding $400 million......................................... 0.550%
In excess of $400 million but
not exceeding $800 million................................... 0.505%
In excess of $800 million but
not exceeding $1.2 billion................................... 0.460%
In excess of $1.2 billion but
not exceeding $1.6 billion................................... 0.415%
In excess of $1.6 billion but
not exceeding $2 billion..................................... 0.370%
In excess of $2 billion........................................... 0.315%
If the foregoing correctly sets forth the agreement between the
Trust and the Adviser, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours,
GROWTH AND INCOME FUND,
A FUND OF HSBC MUTUAL FUNDS TRUST
By:
--------------------------------
Title:
----------------------
The foregoing Contract is hereby
agreed to as of the date hereof:
HSBC ASSET MANAGEMENT AMERICAS INC.
By:
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Title:
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INTERNATIONAL EQUITY FUND
A Fund of HSBC Mutual Funds Trust
3435 Stelzer Road
Columbus, Ohio 43219
May 1, 1998
HSBC Asset Management Americas Inc.
140 Broadway
New York, New York 10005
Amended and Restated Advisory Contract Supplement
-------------------------------------------------
Dear Sirs:
This will confirm the agreement between HSBC Funds Trust (the
"Trust") and HSBC Asset Management Americas Inc. (the "Adviser") as follows:
The International Equity Fund (the "Fund") is a series portfolio
of the Trust which has been organized as a business trust under the laws of the
Commonwealth of Massachusetts and is an open-end management investment company.
The Trust and the Adviser have entered into an Amended and Restated Master
Advisory Contract, dated May 1, 1998 (as from time to time amended and
supplemented, the "Master Advisory Contract"), pursuant to which the Adviser has
undertaken to provide or make provision for the Trust for the certain investment
advisory and management services identified therein and to provide certain other
services, as more fully set forth therein. Certain capitalized terms used
without definition in this Advisory Contract Supplement have the meaning
specified in the Master Advisory Contract.
The Trust agrees with the Adviser as follows:
1. Adoption of Master Advisory Contract. The Master
------------------------------------
Advisory Contract is hereby adopted for the Fund. The Fund shall be one of the
"Funds" referred to in the Master Advisory Contract; and its shares shall be a
"Series" of shares as referred to therein.
2. Payment of Fees. For all services to be rendered,
---------------
facilities furnished and expenses paid or assumed by the Adviser as provided in
the Master Advisory Contract and herein, the Fund shall pay a monthly fee on the
first business day of each month, based upon the average daily value (as
determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the Fund during the
preceding month, at an annual rate of 0.90% of the Fund's average daily net
assets.
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If the foregoing correctly sets forth the agreement between the
Trust and the Adviser, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours,
INTERNATIONAL EQUITY FUND,
A FUND OF HSBC MUTUAL FUNDS TRUST
By:
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Title:
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The foregoing Contract is hereby
agreed to as of the date hereof:
HSBC ASSET MANAGEMENT AMERICAS INC.
By:
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Title:
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