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
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 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. 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) 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 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 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 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
2
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 services to be
rendered, facilities furnished and expenses paid or assumed by the Adviser
under this Contract, 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 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 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.
3
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: _________________________________
Title: President
ACCEPTED:
HSBC Asset Management Americas Inc.
By: _________________________________
Title:
4
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 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 $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%
5
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:
The foregoing Contract is hereby agreed to as of the date hereof:
HSBC Asset Management Americas Inc.
By: _________________________________
Title:
6
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 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%
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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,
Fixed 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: _________________________________
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:
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%
9
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: _________________________________
Title:
10
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.
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: _________________________________
Title:
The foregoing Contract is hereby agreed to as of the date hereof:
HSBC Asset Management Americas Inc.
By: _________________________________
Title:
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