EXHBIT 99.(m)(3)
BISYS FUND SERVICES LIMITED PARTNERSHIP, DISTRIBUTOR
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DEALER AGREEMENT
Ladies and Gentlemen:
As the principal underwriter of the shares ("Shares") of each investment company
portfolio ("Fund") listed in Exhibit A attached hereto, which may be amended
from time to time, BISYS Fund Services Limited Partnership ("BISYS") hereby
agrees with you as follows:
1. You hereby represent that you are a member in good standing of the National
Association of Securities Dealers, Inc. ("NASD") and that you are a broker-
dealer properly registered and qualified under all applicable federal,
state and local laws to engage in the business and transactions described
in this Agreement. You also represent that you are a member in good
standing of the Securities Investor Protection Corporation ("SIPC"). We
both agree to abide by the Rules of Fair Practice of the NASD and all
applicable laws, rules and regulations, including applicable federal and
state securities laws, rules and regulations that are now or may become
applicable to transactions hereunder. You agree that it is your
responsibility to determine the suitability of any Fund Shares as
investments for your customers, and that BISYS has no responsibility for
such determination. You further agree to maintain all records required by
applicable law or otherwise reasonably requested by BISYS relating to Fund
transactions that you have executed. In addition, you agree to notify us
immediately in the event your status as a SIPC member changes.
2. We have furnished you with a list of the states or other jurisdictions in
which Fund Shares have been registered for sale or are otherwise qualified
for sale. Such list appears in Exhibit B attached hereto. Shares of the
Funds may from time to time be registered or otherwise qualified for sale
in states or jurisdictions other than those listed in Exhibit B. Those
states or jurisdictions are incorporated into Exhibit B by reference. You
agree to indemnify us and/or the Funds for any claim, liability, expense or
loss in any way arising out of a sale of Shares in any state or
jurisdiction in which such Shares are not so registered or qualified for
sale.
3. In all sales of Fund Shares, you shall act as agent for your customers or
as principal for your own bona fide investment. In no transaction shall
you act as our agent or as agent for any Fund or the Funds' Transfer Agent.
As agent for your customers, you are hereby authorized to: (i) place orders
directly with the investment company (the "Company") for the purchase of
Shares and (ii) tender Shares to the Company for redemption, in each case
subject to the terms and conditions set forth in the applicable prospectus
("Prospectus") and the operating procedures and policies established by us.
The minimum dollar purchase of Shares shall be the applicable minimum
amount set forth in the applicable Prospectus, and no order for less than
such amount shall be accepted by you. The procedures relating to the
handling of orders shall be subject to instructions which we shall forward
to you from time to time. All orders are subject to acceptance or
rejection by BISYS in its sole discretion. No person is authorized to make
any representations concerning Shares of any Fund except such
representations contained in the relevant then-current Prospectus and
statement of additional information ("Statement of Additional Information")
and in such supplemental information that may be supplied to you by us for
a Fund. If you should make such an unauthorized representation, you agree
to indemnify the Funds and us from and against any and all claims,
liability, expense or loss in any way arising out of or in any way
connected with such representation. You are specifically authorized to
distribute the Prospectus and Statement of Additional Information and sales
material received from us. No person is authorized to distribute any other
sales material relating to a Fund without our prior written approval. You
further agree to deliver, upon our request, copies of any relevant amended
Prospectus and Statement of Additional Information to shareholders of the
Fund to whom you have sold Shares. As agent for your customers, you shall
not withhold placing customers' orders for any Shares so as to profit
yourself as a result of such withholding and shall not purchase any Shares
from us except for the purpose of covering purchase orders already
received.
If any Shares purchased by you are repurchased by a Fund or by us for the
account of a Fund, or are tendered for redemption within seven business
days after confirmation by us of the original purchase order for such
Shares, (i) you agree forthwith to refund to us the full concession allowed
to you on the original sale and (ii) we shall forthwith pay to such Fund
that part of the discount retained by us on the original sale. Notice will
be given to you of any such repurchase or redemption within ten days of the
date on which the tender of Shares for redemption is delivered to us or to
the Fund. Neither party to this Agreement shall purchase any Shares from a
record holder at a price lower than the net asset value next computed by or
for the issuer thereof. Nothing in this subparagraph shall prevent you from
selling Shares for the account of a record holder to us or the issuer and
charging the investor a fair commission for handling the transaction. Any
order placed by you for the repurchase of Shares of a Fund is subject to
the timely receipt by the Company of all required documents in good order.
If such documents are not received within a reasonable time after the order
is placed, the order is subject to cancellation, in which case you agree to
be responsible for any loss resulting to the Fund or to us from such
cancellation.
4. We will furnish you, upon request, with offering prices for the Shares in
accordance with the then-current Prospectuses for the Funds, and you agree
to quote such prices subject to confirmation by us on any Shares offered to
you for sale. The public offering price shall equal the net asset value
per Share of a Fund plus a front-end sales load, if applicable. For Funds
with a front-end sales load, you will receive a discount from the public
offering price as outlined in the current Prospectus. For Funds with a
contingent deferred sales load, you will receive from us, or a paying agent
appointed by us, a commission in the amount shown in Exhibit C. We reserve
the right to waive sales charges. Each price is always subject to
confirmation,
and will be based upon the net asset value next computed after receipt by
us of an order that is in good form. You acknowledge that it is your
responsibility to date and time stamp all orders received by you and to
transmit such orders promptly to us. You further acknowledge that any
failure to promptly transmit such orders to us that causes a purchaser of
Shares to be disadvantaged, based upon the pricing requirements of Rule
22c-1 under the 1940 Act, shall be your sole responsibility. We reserve the
right to cancel this Agreement at any time without notice if any Shares
shall be offered for sale by you at less than the then-current offering
price determined by or for the applicable Fund.
5. Your customer will be entitled to a front-end sales load reduction with
respect to purchases made under a letter of intent ("Letter of Intent") or
right of accumulation ("Right of Accumulation") described in the
Prospectuses. In such case, your dealer's concession will be based upon
such reduced sales load; however, in the case of a Letter of Intent signed
by your customer, an adjustment to a higher dealer's concession will
thereafter be made to reflect actual purchases by your customer if he or
she should fail to fulfill the Letter of Intent. Your customer will be
entitled to an additional front-end sales load reduction in those instances
in which the customer makes purchases that exceed the dollar amount
indicated in the Letter of Intent and qualifies for an additional front-end
sales load reduction pursuant to the appropriate Prospectus. In such case,
your dealer's concession will be reduced to reflect such additional sales
load reduction. When placing wire trades, you agree to advise us of any
Letter of Intent signed by your customer or of any Right of Accumulation
available to such customer of which he or she has made you aware. If you
fail to so advise us, you will be liable for the return of any commissions
plus interest thereon.
6. With respect to orders that are placed for the purchase of Fund Shares,
unless otherwise agreed, settlement shall be made with the Company within
three (3) business days after our acceptance of the order. If payment is
not so received or made, we reserve the right to cancel the sale, or, at
our option, to sell the Shares to the Funds at the then prevailing net
asset value. In this event or in the event that you cancel the trade for
any reason, you agree to be responsible for any loss resulting to the Funds
or to us from your failure to make payments as aforesaid. You shall not be
entitled to any gains generated thereby.
7. You shall be responsible for the accuracy, timeliness and completeness of
any orders transmitted by you on behalf of your customers by wire or
telephone for purchases, exchanges or redemptions, and shall indemnify us
against any claims by your customers as a result of your failure to
properly transmit their instructions. In addition, you agree to guarantee
the signatures of your customers when such guarantee is required by the
Prospectus of a Fund. In that connection, you agree to indemnify and hold
harmless all persons, including us and the Funds' Transfer Agent, against
any and all loss, cost, damage or expense suffered or incurred in reliance
upon such signature guarantee.
8. No advertisement or sales literature with respect to a Fund (as such terms
are defined in the NASD's Rules of Fair Practice) shall be used by you
without first having obtained our approval.
9. Neither of us shall be liable to the other except for (1) acts or failures
to act which constitute a lack of good faith or negligence and (2)
obligations expressly assumed under this Agreement. In addition, you agree
to indemnify us and hold us harmless from any claims or assertions relating
to the lawfulness of your participation in this Agreement and the
transactions contemplated hereby or relating to any activities of any
persons or entities affiliated with your organization which are performed
in connection with the discharge of your responsibilities under this
Agreement. If such claims are asserted, we shall have the right to manage
our own defense, including the selection and engagement of legal counsel,
and all costs of such defense shall be borne by you.
10. This Agreement will automatically terminate in the event of its assignment.
This Agreement may be terminated by either of us, without penalty, upon ten
days' prior written notice to the other party. This Agreement may also be
terminated at any time without penalty by the vote of a majority of the
members of a Fund's Board of Trustees who are not "interested persons" (as
such term is defined in the 1940 Act), or (with respect to a Fund) by a
vote of a majority of the outstanding voting securities of that Fund on
ten days' written notice.
11. All communications to us shall be sent to the address set forth on page 1
hereof or at such other address as we may designate in writing. Any notice
to you shall be duly given if mailed or telecopied to you at the address
set forth below or at such other address as you may provide in writing.
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12. You hereby represent that all requisite corporate proceedings have been
undertaken to authorize you to enter into this Agreement and to perform the
services contemplated herein. You further represent that the individual
that has signed this Agreement below is a duly elected officer that has
been empowered to act for and on behalf of your organization with respect
to the execution of this Agreement.
13. This Agreement supersedes any other agreement between us with respect to
the offer and sale of Shares and relating to any other matters discussed
herein. All covenants, agreements, representations and warranties made
herein shall be deemed to have been material and relied on by each party.
The invalidity or unenforceability of any term or provision hereof shall
not affect the validity or enforceability of any other term or provision
thereof. This Agreement may be executed in any number of counterparts,
which together shall constitute one instrument, and shall be governed by
and construed in accordance with the laws (other than the conflict of laws
rules) of the State of Ohio and shall bind and insure to the benefit of the
parties hereto and their respective successors and assigns.
If the foregoing corresponds with your understanding of our agreement, please
sign this document and the accompanying copies thereof in the appropriate space
below and return the same to us, whereupon this Agreement shall be binding upon
each of us, effective as of the date of execution.
BISYS FUND SERVICES LIMITED PARTNERSHIP The foregoing Agreement is hereby
/By:/ BISYS FUND SERVICES, INC. accepted:
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By By
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Date Date
Authorized Officer Title:
BISYS FUND SERVICES LIMITED PARTNERSHIP
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EXHIBIT A
INVESTMENT PORTFOLIOS OF
HSBC FUNDS
FUND NAME TYPE CUSIP QUOTRON
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Cash Management Fund Money Market ▇▇▇▇▇▇▇▇▇ MHMXX
Government Money Market Fund Money Market ▇▇▇▇▇▇▇▇▇ MGFXX
U.S. Treasury Money Market Fund Money Market ▇▇▇▇▇▇▇▇▇ MUSXX
New York Tax-Free Money Market Fund Money Market ▇▇▇▇▇▇▇▇▇ MNFXX
Growth & Income Fund Stock 404282105 MTREX
New York Tax-Free Bond Fund Bond 404282303 MNYBX
Fixed Income Fund Bond 404282402 MFIFX
Small Cap Fund Stock 404282204 MSCFX
International Equity Fund (Retail) Stock 404282600